Johnson & Couzins (or J&C) — means Johnson & Couzins 2000 Limited, including its employees, contractors, agents and authorised representatives where applicable.
Customer — means the person, company, trust, partnership or other entity named as the customer in the Quotation.
Quotation — means the quotation, proposal or estimate issued by Johnson & Couzins to the Customer, including any specifications, drawings, schedules, inclusions, exclusions and other documents forming part of it.
Agreement — means the contract between Johnson & Couzins and the Customer comprising the accepted Quotation, these Terms & Conditions, any approved drawings or specifications, and any subsequent Variations agreed in writing.
Price — means the amount stated in the Quotation for the Works, subject to any adjustments, Variations, additional charges or other amounts payable under the Agreement. Unless expressly stated otherwise, the Price is inclusive of GST.
GST — means goods and services tax chargeable under the Goods and Services Tax Act 1985.
Works — means all goods, products, materials, labour, installation and services that Johnson & Couzins has expressly agreed to provide as described in the Quotation.
Products — means any products, components, materials or equipment supplied or installed by J&C as part of the Works.
Variation — Means any addition, omission, alteration or other change to the Works, Products, specifications, dimensions, design, installation requirements or scope originally included in the accepted Quotation.
Site — means the property or location at which the Products are to be delivered, or the Works are to be carried out.
Final Measure — means a site measurement undertaken by Johnson & Couzins before ordering, manufacture or Installation to confirm dimensions and installation requirements of the Site.
Customer-Supplied Information — means dimensions, plans, drawings, photographs, specifications, instructions and other information supplied by or for the Customer and relied upon by Johnson & Couzins
Installation — means the on-site assembly, fixing, fitting and commissioning of the Products by J&C as specified in the Quotation. Installation does not include any work, services or items expressly excluded from the Quotation or identified as being the responsibility of the Customer or others.
Practical Completion — Means the stage at which the Works are substantially complete, operational and capable of being used for their intended purpose, as reasonably determined by J&C. Practical Completion may occur notwithstanding the existence of minor defects, adjustments, omissions or remedial items that do not materially prevent the Works from being safely and reasonably used for their intended purpose.
PPSA — Means the Personal Property Securities Act 1999.
Manufacturer Warranty — Means any warranty or guarantee provided by the manufacturer of Products supplied by Johnson & Couzins.
Intellectual Property — Means all copyright, drawings, designs, specifications, systems, solutions, documents, electronic data, and related materials created, supplied, or used by Johnson & Couzins.
Force Majeure Event — Means an event or circumstance beyond J&C’s reasonable control, including severe weather, natural disasters, fire, flood, earthquake, pandemic, epidemic, strikes, supply chain disruption, material shortages, transport delays, government restrictions, utility interruptions or similar events that prevent or delay J&C from carrying out the Works.
Business Purposes — means the acquisition of Products or Works for the purposes of a business, such that the Customer is acquiring them in trade for the purposes of section 43 of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act 1986.
Default — means any failure by the Customer to pay any amount by the Due Date, any breach of the Agreement by the Customer, or any insolvency-related event affecting the Customer.
Due Date — means the date on which any payment becomes due and payable under the Agreement.
Secured Goods — means the Products, all proceeds of the Products, and any goods or property of the Customer into which the Products are attached, incorporated, installed or otherwise connected.
Unless otherwise stated, the Quotation is valid for 30 days from the date of issue. By accepting the Quotation, placing an order, paying the deposit invoice or instructing Johnson & Couzins to supply Works, the Customer confirms acceptance of these Terms and Conditions and enters into the Agreement.
The Price is based on information and Site conditions reasonably available at the quotation date. It may be adjusted for a Variation, a difference identified at Final Measure, inaccurate Customer-Supplied Information, an unforeseen Site condition, a change in law or regulatory requirement, or a cost increase expressly permitted by the Quotation.
If a material pricing error or materially different scope or Site condition is identified before manufacture or Installation, Johnson & Couzins will notify the Customer and issue an updated quotation or Variation. The Customer may decline the updated quotation or Variation, but regardless of whether the updated quotation or Variation is accepted, the Customer remains liable for (i) any work already authorised by the Customer; and (ii) any actual work already undertaken by Johnson & Couzins.
Unless expressly included in the Quotation, the Price excludes the following items.
Where any excluded item stated above is required for the Works to proceed, the parties will agree in writing which party is responsible for arranging it, and any associated work or cost shall constitute a Variation.
Unless expressly included in the Quotation, the following payment terms apply:
Deposit payment – A 40% Deposit Payment is required upon acceptance of the Quotation to confirm the Customer’s order. J&C is not required to commence procurement, manufacture or scheduling of the Works until the Deposit Payment has been received.
Progress payment – A 30% Progress Payment is due prior to installation commencing. J&C may withhold commencement of installation until the Progress Payment has been received in full.
Final payment – The remaining balance is payable within 7 days of Practical Completion. The existence of minor defects, adjustments or outstanding remedial items does not alter the due date for Final Payment, subject to the Customer’s rights under the Defects, Remedial Works & Withholding of Payment section of these Terms & Conditions.
If the Customer fails to pay any amount by the Due Date, breaches these Terms and Conditions, becomes insolvent, has Products seized by another creditor, indicates an inability or unwillingness to pay, or otherwise defaults under the Agreement, Johnson & Couzins may suspend the Works, withhold delivery, terminate the Agreement, recover possession of Products, and pursue all remedies available under the Agreement or at law.
If payment in full of the amount due is not made by the Customer to Johnson & Couzins, then:
The existence of any minor defect, omission, adjustment or outstanding remedial item that does not materially prevent the Works from being safely and reasonably used for their intended purpose will not delay Practical Completion and does not entitle the Customer to withhold payment of the full amount otherwise due.
Where the Customer considers that an amount should be withheld due to an alleged defect, omission or outstanding remedial item, the Customer must notify J&C in writing, providing reasonable details of the issue and the amount proposed to be withheld.
Any amount withheld must be reasonable and proportionate to the estimated cost of rectifying the disputed item. The Customer must pay all undisputed amounts by the applicable payment due date.
For minor defects, omissions, adjustments or remedial items, the amount withheld should not ordinarily exceed $2,000, unless the Customer can reasonably demonstrate that the anticipated cost of rectification exceeds that amount.
J&C will attend to legitimate defects and outstanding remedial items within a reasonable period, considering the nature of the issue, availability of materials, Site access and other circumstances reasonably affecting completion of the remedial work.
The Customer must provide J&C with access and opportunity to inspect and rectify any alleged defect before engaging another contractor to undertake remedial work. The Customer must not engage any other contractor to carry out remedial works unless Johnson & Couzins has authorised that engagement in writing, except where engaging another contractor is necessary to prevent damage or to address a health or safety risk.
Nothing in this clause limits or excludes any rights or remedies available to the Customer under the Consumer Guarantees Act 1993, the Construction Contracts Act 2002, or any other legislation that cannot lawfully be excluded or modified.
Unless otherwise agreed in writing, the following the Customer is responsible for:
If the parties agree in writing that J&C will arrange any excluded item listed above, the cost of that item shall constitute a Variation. Any investigation, delay, redesign, disposal, reinstatement, additional attendance, or other consequential work arising from one or more of the above shall also entitle J&C to adjust the Price, and such adjustment shall constitute a Variation.
The Customer acknowledges that outdoor screens, louvre systems, roof systems, and related Products comprising the Works are not completely waterproof or watertight. Water may penetrate the Products in certain conditions. Johnson & Couzins will not be liable for water damage to items, furnishings, fittings, or property resulting from water penetration.
Johnson & Couzins reserves the right to revise or amend any Quotation, including an accepted Quotation, before Works commence where the Quotation was issued before a Site visit, where an error is identified, where final dimensions differ, or where unknown or unforeseen circumstances become known after issue of the Quotation. Any resulting change may be treated as a Variation.
The Price is calculated using costs known at the date of the Quotation. Johnson & Couzins may pass on increases in the cost of supply, materials, labour, specifications, or other inputs that arise after the Quotation is accepted or the order is placed, where those increases are outside its reasonable control.
If the Works are delayed, postponed, or unable to proceed for more than 12 months after acceptance of the Quotation for any reason beyond Johnson & Couzins’ reasonable control, Johnson & Couzins reserves the right to review and adjust the Price to reflect any increase in supplier costs, material costs, labour rates, freight, overheads, or other input costs arising since the date of the Quotation. Where Products have been manufactured, procured, or are otherwise being held by Johnson & Couzins pending delivery or installation, the Customer will also be liable for a holding and storage fee of $500 per month, or part month, for Products stored at Johnson & Couzins’ premises or yard until delivery, installation, collection, cancellation, or other agreed resolution.
Johnson & Couzins will use reasonable endeavours to meet agreed delivery and installation timeframes for the Works. Where any delay or failure to perform the Works is caused by a Force Majeure Event or any other cause or circumstance outside Johnson & Couzins’ reasonable control, Johnson & Couzins will be entitled to a reasonable extension of time and recovery of any additional costs reasonably incurred as a result.
Ownership of any Products supplied by Johnson & Couzins remains with Johnson & Couzins until the Customer has paid in full all amounts owing under the Agreement and any other account. Until payment is received in full, the Customer agrees to and grants Johnson & Couzins a security interest in the Secured Goods.
The Customer authorises Johnson & Couzins to register any financing statement or financing change statement required under the PPSA. To the extent that Part 9 of the PPSA applies, the Customer agrees that sections 114(1)(a), 117(1)(c), 120, 122, 133 and 134 of the PPSA will not apply, and the Customer waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA. The Customer waives its right to receive a copy of any verification statement in relation to any financing statement or financing change statement registered by Johnson & Couzins. If the Customer defaults, Johnson & Couzins may repossess Secured Goods without notice and may enter any premises where the Secured Goods are located for that purpose. The Customer remains liable for any shortfall and all associated recovery, storage, sale, legal, and enforcement costs.
Following repossession, Johnson & Couzins may either resell any repossessed Secured Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all amounts the Customer owes Johnson & Couzins, including interest, repossession, storage, selling and any other costs) or may retain the repossessed Secured Goods and credit the Customer’s account with the invoice value less such sum as Johnson & Couzins reasonably determines on account of wear and tear, depreciation, obsolescence, loss or costs.
The Secured Goods will not become fixtures to any land while the Customer owes any money to Johnson & Couzins, regardless of the degree to which and the purpose for which they are affixed to the land (subject to the prior rights of any mortgagee of the land).
Where any Products are attached to, mixed with or incorporated into any other goods or property by the Customer or any third party so as to become a constituent of new goods, title and ownership of those new goods is deemed to be assigned to and will vest immediately in Johnson & Couzins as security for all amounts owing by the Customer to Johnson & Couzins under the Agreement, and the Customer’s obligations under this clause will extend to those new goods.
Any written warranty provided by Johnson & Couzins forms part of these Terms and Conditions. Johnson & Couzins warrants that the Works will be supplied or performed in a good and workmanlike manner and, where applicable, in accordance with the specifications supplied by Johnson & Couzins to the Customer.
Any claim relating to the Works must be notified to Johnson & Couzins within 14 days from Practical Completion. Where a claim is accepted, Johnson & Couzins may, at its discretion, repair or replace the relevant Products, re-perform the Works, or credit the portion of the Price relating to the accepted claim. Johnson & Couzins will use reasonable endeavours to pass on any Manufacturer Warranty or guarantee that applies to Products supplied.
The Customer acknowledges that powder coating varies in grade and quality. Standard polyester powder coatings may not retain their original colour or gloss over time, whereas High-Performance Polyester Powders will retain their colour and gloss for substantially longer periods. Surface finish defects or blemishes that are readily visible to the naked eye only at a distance of two metres or less may be considered acceptable and may not constitute a warranty claim.
To the fullest extent permitted by law, Johnson & Couzins’ total liability for any defect, non-compliance, loss, damage, or breach of the Agreement will not exceed the total Price payable under the Agreement. Johnson & Couzins will not be liable for consequential, indirect, special, or economic loss, or for loss caused by the Customer, its employees, agents, contractors, invitees, or any other person.
The Customer indemnifies Johnson & Couzins against all claims, losses, damages, penalties, costs (including solicitor and own client legal costs), expenses, and liabilities arising from the Customer’s instructions, specifications, designs, Site conditions, conduct, Default, or breach of the Agreement.
Where the Customer acquires Products or Works for Business Purposes, the parties agree that the following are contracted out of to the maximum extent permitted by law: the Consumer Guarantees Act 1993; the Fair Trading Act 1986; and the Contract and Commercial Law Act 2017 (to the extent applicable). The Customer agrees that it is fair and reasonable for the parties to contract out of those provisions. Nothing in this clause limits or excludes any rights or remedies that cannot lawfully be excluded or modified, including rights under the Consumer Guarantees Act 1993 where the Customer is acquiring Products or Works as a consumer, or rights under the Construction Contracts Act 2002.
All Intellectual Property produced, supplied, or used by Johnson & Couzins in connection with the Works remains the property of Johnson & Couzins unless otherwise agreed in writing. Where Johnson & Couzins follows a design, specification, or instruction provided by the Customer, the Customer indemnifies Johnson & Couzins against any claim, loss, cost, or liability arising from alleged infringement of Intellectual Property rights.
The Customer authorises Johnson & Couzins to collect, hold, use, and disclose information reasonably required for business administration, credit assessment, debt collection, performance of the Agreement, and the ongoing efficient operation of Johnson & Couzins’ business. This may include collecting information from third parties and providing information to third parties where reasonably required for those purposes.
Information will be held securely and accessed only by Johnson & Couzins employees, agents, or representatives who require access for business purposes. The Customer may request access to, or correction of, their information at any time. Where the Customer consents to photographs of installed products being taken, Johnson & Couzins may use those photographs for marketing, advertising, or promotional purposes.
Johnson & Couzins will not be liable for any delay or failure to perform its obligations where that delay or failure is caused by a Force Majeure Event. Failure by Johnson & Couzins to enforce any term does not constitute a waiver of its rights. If any provision is held to be invalid, void, illegal, or unenforceable, the remaining provisions will continue in full force. The Customer may not assign its rights or obligations without Johnson & Couzins’ prior written consent.
These Terms and Conditions, together with the accepted Quotation and any written warranty or specification issued by Johnson & Couzins, constitute the entire Agreement between Johnson & Couzins and the Customer. The Agreement may be executed and exchanged in counterparts, including by scanned or electronic copy. The Agreement is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the Courts of New Zealand.