Terms and Conditions

CUTTING EDGE KITCHENS LIMITED

TERMS AND CONDITIONS OF SALE

1. Term
   1. This agreement shall commence on acceptance of the quote and shall remain in force until the completion of the project.

2. Services
   1. Cutting Edge Kitchens Limited shall carry out all services to complete the project as set out in the contract. These terms and conditions prevail unless otherwise varied in writing.
   2. In order for Cutting Edge Kitchens Limited to carry out the services as specified in the contract the client will supply all documentation and detailed specifications of the client’s requirements prior to commencement of the project. If the client has any changes to the specifications or plans during the project, they must be received by Cutting Edge Kitchens Limited in writing at the earliest possible time however Cutting Edge Kitchens Limited is under no obligation to accept the client’s changes.
   3. Quoted price (s) are subject to price fluctuations and / or plan / job variations and may be increased at any time without notice.
   4. Cutting Edge Kitchens Limited will be entitled to charge additional fees for work undertaken in relation to any documentation and detailed specifications changes to the project by the client (this includes changes to appliances).
   5. If completion of any part of the services is delayed by matters beyond the control of Cutting Edge Kitchens Limited, then the client shall grant a fair and reasonable extension of time to Cutting Edge Kitchens Limited.
   6. Cutting Edge Kitchens Limited will exercise due care and skill in the handling and storage of goods belonging to the client or to a customer of the client.

3. Payment
   1. All prices and charges are in New Zealand dollars and shall be inclusive of GST.
   2. Cutting Edge Kitchens requires payment of 5% of the total price on acceptance of the quote, this amount is non-refundable if the client decides to cancel the order.  A further twenty five per cent of the price is payable prior to commencement of the project. A further sixty per cent is due upon completion of the project in the workshop. Final ten per cent is due upon completion of installation. If no installation is required final payment is due on pick up of goods.
   3. For large projects that will cost more than Ten Thousand Dollars the client will be required to make progress payments at certain key stages of the project. The key stages and dates when payments are due will be provided to the client in writing by Cutting Edge Kitchens Limited.
   4. Failure to pay any invoice by the due date shall be a breach of the client’s obligations under these terms and conditions and Cutting Edge Kitchens Limited may in respect of such invoice, without prejudice to any other rights or remedies it may have, charge as liquidated damages interest thereon plus GST (if GST is applicable), at a rate equal to 4% above the retail lending base rate of Cutting Edge Kitchens Limited’s bankers as varied from time to time, such interest to accrue and be chargeable on a daily basis from the date payment was due until payment is made in full.
   5. Invoices that remain unpaid (whether wholly or in part) will be referred to Cutting Edge Kitchens Limited’s collection agency. The client will be liable for any collection charges, legal fees or any other costs incurred by Cutting Edge Kitchens Limited in relation to action taken by Cutting Edge Kitchens Limited to recover money owing to it as a result of unpaid invoices.

4. Ownership
   1. Ownership and property of the goods remains with Cutting Edge Kitchens Limited until payment is made in full in cleared funds for the goods. As security for payment due by the client to Cutting Edge Kitchens Limited under each contract, the client grants Cutting Edge Kitchens Limited a security interest in those goods pursuant to the Personal Property Securities Act 1999. The client waives their right to receive a verification statement under the Act.

5. Delivery
   1. Delivery of Goods shall be made at the place indicated in the Contract, or, if no place is indicated delivery shall be deemed complete when Cutting Edge Kitchens Limited has advised the client that the Goods are available for collection.
   2. Where the cost of freight has not been included in the Price, and Cutting Edge Kitchens Limited undertakes the delivery of Goods, the price shall be increased by the cost of freight and handling incurred in delivery of those Goods.
   3. Without prejudice to any other right or remedy, Cutting Edge Kitchens Limited may charge storage and transportation expenses if the client fails or refuses to take or accept delivery or indicates to Cutting Edge Kitchens Limited that it will fail to do so.
   4. The client must inspect the Goods forthwith after delivery and advise Cutting Edge Kitchens Limited immediately in writing of any shortages or damage. Return of defective or damaged Goods will only be accepted within fourteen days of delivery and will be subject to inspection.

6. Risk
   1. Risk of any loss, damage or deterioration of goods passes to the client on Delivery.
   2. The goods are entirely at the risk of the client if Cutting Edge Kitchens Limited have not arranged delivery.
   3. Ownership and property in goods supplied in a particular invoice is reserved to Cutting Edge Kitchens Limited and shall not pass to the client until the client has paid the full purchase price for the goods in the particular invoice.
   4. Until the goods are paid for in full by the client the goods shall be stored by the client in such a way as to clearly set aside those goods from other goods which may belong to the client. The client will hold the goods as bailee and will be in a fiduciary relationship with Cutting Edge Kitchens Limited in respect of the goods. If a period of credit is allowed the client, as Cutting Edge Kitchens Limited’s agent, may on sell the goods before payment becomes due (but on terms which do not impose any liability on Cutting Edge Kitchens Limited to the sub-purchaser), and until payment is made to Cutting Edge Kitchens Limited the client will retain the proceeds of resale in a separate account and will account to Cutting Edge Kitchens Limited for them.  This provision shall apply whether or not a period of credit is allowed.
   5. If default is made in payment for the goods Cutting Edge Kitchens Limited may retake the goods and dispose of them as it seems fit and may cancel any contract with the client. Until payment is made for the goods by the client, the client hereby grants Cutting Edge Kitchens Limited an irrecoverable licence and otherwise authorises it to enter land upon which the goods are stored or kept to uplift the goods and to carry out such work as may be necessary to return the goods to the possession of Cutting Edge Kitchens Limited. These provisions are designed to protect Cutting Edge Kitchens Limited in the event of the insolvency and/or non payment of the client. Nothing in this clause shall be construed as permitting the client to return the goods or any part of them because they are surplus to the client’s requirements or for any other reason.

7. Warranties
   1. Cutting Edge Kitchens Limited shall make good any errors, omissions, defects, or faults in the services at their own cost as long as the client notifies Cutting Edge Kitchens Limited in writing during the term of this agreement.
   2. Individual manufacture warranties apply unless goods have been misused or their instructions have not been followed.

8. Limitation of Liability
   1. To the extent allowed by law, Cutting Edge Kitchens Limited has no liability (in contract or tort) to the client for any physical, direct or indirect damage, loss (including consequential loss) or cost (including legal costs) caused by or contributed by the company or any of its representatives in respect of this contract and      shall not be liable for any delays or non-performance of its contractual obligations under this contract, but any liability will not exceed the price of the goods purchased/services performed under this contract.  To the extent allowed by law, every warranty or guarantee implied by custom or law is excluded.
   2. The client will indemnify Cutting Edge Kitchens Limited for any physical, direct or indirect damage, loss or cost (including legal and lawyer/client costs) to the company or any other person and will protect the company from   any claim or proceedings against the company to the extent caused or contributed to by the client in respect of this contract.

9. Choice of law and choice of forum
   1. This agreement is made in New Zealand and its construction, validity, and performance shall be determined under New Zealand law.

10. Personal Guarantee
    1. In consideration of Cutting Edge Kitchens Limited agreeing to provide the client with credit, either by the supply of goods on credit or by the provision of further time to pay an existing debt now due or after it becomes due, or credit in any other form whatsoever, the undersigned hereby agree that they and each of them jointly and severally personally guarantee due payment of all monies now or at any time hereafter owing to Cutting Edge Kitchens Limited and each of the undersigned undertake jointly and severally to indemnify Cutting Edge Kitchens Limited and keep the company indemnified against all costs, expenses and losses incurred or suffered in connection with or in relation to the supply of credit. The undersigned acknowledge that as between Cutting Edge Kitchens Limited and themselves the undersigned are liable as principal debtors and their liability shall not be lost or removed by the giving of time or any other act that would release the guarantor from liability as a surety.

11. Severance
    1. In the event of the invalidity of any part or provision of these terms and conditons such part or provision shall be severed from the valid parts and provision hereof and shall not affect the enforceability of any other part or provision.

12. Disputes
    1. In the event of a dispute a party shall give written notice of the dispute to the other party. If the dispute cannot be resolved within 28 days from the date of the notice by good faith negotiations, either party may refer the dispute to be determined by arbitration before a single arbitrator in accordance with and subject to the “Arbitrators’ and Mediators’ Institute of New Zealand Inc Arbitration Protocol”.

13. Default and Termination:
    1. The client will be in default if: a) it commits a breach of any of it’s obligations to Cutting Edge Kitchens Limited under these terms and conditions or any other contract with Cutting Edge Kitchens Limited, including but not limited to as to payment; or b) it becomes insolvent, is wound up, has a receiver or liquidator appointed, commits an act of bankruptcy or suffers any similar insolvency event or ceases to carry on business.
    2. If any of the events in clause 13.1 above occur, Cutting Edge Kitchens Limited may: a) immediately terminate any contract with the client, b) require all amounts owing to Cutting Edge Kitchens Limited (whether or not due for payment) to be paid immediately, c) enter into any premises and retake possession of any of Cutting Edge Kitchens Limited’s goods; and / or d) exercise any other rights that Cutting Edge Kitchens Limited have under these terms and conditions, any contract with the client or any other remedies that are available at law.
    3. The client indemnifies Cutting Edge Kitchens Limited against any cost, claim, damage, expense or liability suffered or incurred by Cutting Edge Kitchens Limited exercising its rights under this clause or otherwise acting to recover any properties or monies payable by the client.
    4. Cutting Edge Kitchens Limited will not be liable to the client or any other person for any loss suffered or liability incurred (including indirect and consequential losses) arising from termination of any contract or repossession of Cutting Edge Kitchens Limited’s property.

14. Force Majeure
    1. Cutting Edge Kitchens Limited will not be liable for any failure or delay to perform its obligations caused by an event or circumstances beyond its reasonable control (“force majeure”).  The performance of Cutting Edge Kitchens Limited’s obligations will be suspended for the period of any delay due to force majeure. Nothing in this clause will excuse the client from any obligation to make a payment when due.

15. Assignment:
    1. The client may not assign, subcontract or otherwise transfer any of its rights, powers or obligations without Cutting Edge Kitchens Limited’s prior written consent.

16. No Set-off
    1. In no event shall any price or amount payable by the client to Cutting Edge Kitchens Limited be subject to any set-off, deduction or counterclaim of any kind by the client.