Conditions of Trade

ALPHA CSI LIMITED (9267142)

Terms and Conditions of Trade

Effective Date: 17 September 2024

These Terms and Conditions of Trade (“Terms”) apply to all transactions between ALPHA CSI LIMITED (“the Company”, “we”, “us”, “our”) and the client (“Client”, “you”, “your”) for the supply of services and goods. By engaging our services, you accept these Terms in full.

Scope of Services

The Company supplies services including but not limited to chimney sweeping, inspections, repairs, removals and maintenance, wood-burner installations and removals, open fire re-bricks and restoration, bird nest removals and prevention, and related consultancy. All services are provided with reasonable care and skill in accordance with industry standards. No guarantee is made as to any particular result, outcome, or timeframe. No employee, agent, or contractor of the Company has authority to vary these Terms.

Quotations and Estimates

Quotations are valid for fourteen (14) days unless otherwise stated. The Company may withdraw or revise any quotation at any time. Additional services or variations will incur further charges as agreed in writing.

Pricing and Payment

All prices are in New Zealand dollars and include GST unless specified. The Company may require a deposit, progress payments, or full payment prior to commencement. The Company is not required to begin work or supply goods until payment or confirmation is received and all necessary information or approvals are provided. Invoices are issued upon completion and are payable within seven (7) calendar days. Interest of 2.5% per month applies to overdue amounts. If the Client fails to pay any amount when due, the Client must pay the Company, in addition to interest, liquidated damages of $50 per week until full payment is made, as a genuine pre-estimate of loss. If the rate of interest exceeds the maximum allowed by law, it will be capped at the legal maximum. The Client is liable for all costs, charges, expenses, and legal fees (on a full indemnity basis) incurred by the Company in recovering overdue amounts, enforcing or defending its rights, or in connection with any claim. The Company may immediately suspend or terminate services and recover any goods or materials not paid for. Title to goods remains with the Company until full payment is received. The Company may enter Client premises to recover goods without notice.

Security Interest and Lien

The Client agrees the Company may register a security interest in any goods supplied (and their proceeds) under the Personal Property Securities Act 1999 until payment is received in full. The Company retains a lien over any goods, equipment, or materials at the Client’s site until all amounts due are paid in full.

Set-Off Rights

The Company may set off any amount owing by the Client against any amount payable to the Client.

Storage, Removal, and Disposal

If the Company recovers goods or equipment under these Terms, the Client must pay all costs of storage, removal, and disposal incurred by the Company.

Availability, Scheduling, and Delays

Goods and services are subject to availability. The Company is not liable for delays or non-performance caused by supply chain issues, adverse weather, third parties, or events beyond its control. The Company may reschedule or cancel at its sole discretion and is not liable for any resulting losses.

Cancellations, Rescheduling, and No-Shows

Clients must provide at least twenty-four (24) hours’ notice to cancel or reschedule. Cancellations or rescheduling with less than twenty-four (24) hours’ notice may incur a charge up to fifty percent (50%) of the service cost. No-shows or unsafe/inaccessible work sites may be charged in full. The Company is not liable for any loss or damage arising from cancellation, non-performance, or delay.

Right to Suspend for Suspected Breach or Insolvency

The Company may suspend services at any time if, in its reasonable opinion, the Client is or is likely to be in breach of these Terms, or is, or is likely to become, insolvent.

Bankruptcy or Liquidation Triggers

If the Client enters receivership, administration, liquidation, or bankruptcy, or is deemed unable to pay its debts, the Company may terminate these Terms immediately, and all amounts owing become immediately due and payable.

Client Obligations

Clients must provide safe access, full and accurate information, and comply with all safety and service instructions. The Company may refuse service or charge additional fees if access is unsafe, obstructed, or unclean. The Client is liable for all loss, damage, time, or cost incurred due to inaccurate information, unsafe or inaccessible conditions, or breach of these Terms.

Health and Safety

The Client is responsible for the health and safety of all persons on site other than the Company’s employees and contractors and must ensure compliance with all relevant legal obligations. The Company is not liable for any injury, loss, or damage arising from the Client’s failure to comply with health and safety requirements.

Environmental Liability Exclusion

The Company is not liable for any claims, losses, or damages arising out of or relating to the presence, release, or disturbance of hazardous substances, pollutants, or environmental contamination at the Client’s site.

Warranty and Limitation of Liability

Workmanship is warranted for ninety (90) days from completion, subject to proper use and maintenance. This warranty excludes wear and tear, misuse, neglect, third-party interference, client-supplied materials, or failure to follow Company instructions. To the fullest extent permitted by law, the Company excludes all conditions, warranties, guarantees, and representations (whether express, implied, or statutory) except as required by law. Where the Client acquires goods or services for business purposes, the Consumer Guarantees Act 1993 and sections 9, 12A, and 13 of the Fair Trading Act 1986 do not apply. The Company is not liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including property damage, personal injury, financial loss, loss of profit, revenue, business, anticipated savings, goodwill, income, reputational harm, errors, omissions, employee or contractor conduct, or unforeseen circumstances, regardless of cause. Where liability cannot be excluded, the Company’s total liability is limited to the amount paid by the Client for the service giving rise to the claim.

Waiver of Consequential Loss

The Company is not liable for any consequential or indirect loss, including but not limited to loss of profit, revenue, business, anticipated savings, or goodwill.

Limitation of Action

No claim, action, or proceeding may be brought against the Company more than twelve (12) months after the event giving rise to the claim.

Limitation of Remedies

The Client’s sole and exclusive remedies for any breach of these Terms are set out expressly herein. The Company is not liable for any other remedies or compensation not expressly stated in these Terms.

Indemnity and Costs

Clients indemnify and hold harmless the Company, its directors, employees, agents, and contractors from all claims, actions, losses, damages, costs, and expenses (including legal and enforcement costs on a full indemnity basis) arising from or relating to the Client’s acts, omissions, breach of these Terms, inaccurate information, failure to follow instructions, or any third-party claims relating to services or goods provided. The Client must pay all costs, expenses, and legal fees (on a full indemnity basis) incurred by the Company in enforcing or defending its rights under these Terms. The Client indemnifies the Company from any and all fines, penalties, or third-party claims imposed by any authority or third party as a result of the Client’s acts or omissions, including any breach of law, regulation, or these Terms.

Risk and Insurance

All work is performed at the Client’s risk unless otherwise agreed in writing. Clients must notify their insurer of any work, modifications, or installations and maintain all necessary insurances, including property, public liability, and contents insurance, for the duration of the services. The Company’s insurance does not cover Client property unless expressly agreed. The Client must provide evidence of such insurances upon request.

Force Majeure

The Company is not liable for delay or failure caused by events beyond reasonable control, including acts of God, natural disasters, pandemics, industrial action, transport or supply chain delays, equipment failure, or government action.

Intellectual Property

All documents, reports, images, methodologies, advice, and communications remain the exclusive intellectual property of the Company and may not be used or copied except for their intended purpose.

Photography and Promotion

The Client consents to the Company taking and using photographs of the work site for record-keeping, compliance, or marketing purposes. No personal details will be disclosed without written permission.

Non-Solicitation

The Client agrees not to solicit for employment or engage, directly or indirectly, any employee or contractor of the Company during the term of services or within twelve (12) months after, without the Company’s prior written consent. If breached, the Client agrees to pay a placement fee equal to six (6) months’ gross remuneration of the relevant individual.

Subcontracting

The Company may subcontract all or part of the services without notice. The Company is not liable for acts or omissions of subcontractors beyond its reasonable control.

Electronic Communications

The Client agrees that communications, approvals, and agreements by email, text, or online submission are binding and form part of these Terms.

Termination

The Company may suspend or terminate services immediately if the Client breaches any Terms. All fees, costs, and losses become immediately due. The Company may recover goods, materials, and any additional costs, losses, or expenses from the Client resulting from breach or termination.

Assignment

The Company may assign or transfer its rights and obligations at any time. The Client may not assign or transfer any rights or obligations without written consent.

Notices

Any claim or dispute must be notified to the Company in writing within twelve (12) months of the event. Failure to do so waives the claim.

Personal Guarantee

Where the Client is a company or trust, the person signing these Terms also does so in their personal capacity and guarantees the Client’s obligations under these Terms.

Provision for Signing Authority

Any person signing or accepting these Terms on behalf of the Client warrants they have full authority to bind the Client.

Dispute Resolution and Jurisdiction

Parties must first attempt to resolve disputes by negotiation or mediation. If unresolved, all claims, disputes, or controversies must be submitted to confidential arbitration in Wellington, New Zealand, under the Arbitration Act 1996. All claims must be brought individually. The Client waives the right to participate in any class, collective, or representative proceeding. These Terms are governed by New Zealand law, with exclusive jurisdiction in the New Zealand courts, except as provided for arbitration above.

Variation

No variation or waiver of these Terms is binding unless made in writing and signed by an authorised representative of the Company.

Counterparts

These Terms may be executed in counterparts, each of which is deemed an original, and together form one binding agreement.

Amendments

The Company may update or amend these Terms at any time. The latest version will be available on request or on the Company’s website.

Severability and Survival

If any provision is found invalid or unenforceable, the remaining provisions continue in effect. The provisions relating to limitation of liability, indemnity, security interest, lien, non-solicitation, intellectual property, dispute resolution, assignment, notices, variation, counterparts, insurance, set-off, costs, limitation of action, limitation of remedies, storage/removal/disposal, and survival continue after termination or expiry.

Entire Agreement

These Terms, together with any written quote or agreement, form the entire agreement and supersede all prior communications and understandings. The Client acknowledges it has not relied on any statement, representation, warranty, or promise not expressly set out in these Terms.

[End of Terms]