Bespoke Aluminium Limited – Terms and Conditions

These terms and conditions govern all current and future engagements between you and Bespoke Aluminium Limited (“BAL”), regardless of whether copies of these Terms are provided to you in the future. We reserve the right to amend these Terms from time to time, and any such amendments will apply to ongoing and subsequent engagements.

Our relationship with you, including all engagements and services provided, is governed by the laws of New Zealand. Any disputes arising from or in connection with our services shall be subject to the non-exclusive jurisdiction of the New Zealand Courts.

Consumer rights per the Consumers Guarantees Act 1993 & Fair Trading Act 1986 apply only to personal/domestic purchases. If you engage our services for business purposes, you acknowledge and agree that the provisions of the Consumer Guarantees Act 1993 shall not apply to such engagements. 

• For company Customers, we may require the Shareholders and/or Directors of the company to guarantee the company client’s costs.  This means the Shareholders and/or Directors will be jointly and severally liable with the company for our costs. If requested, we will ask you to arrange for the Shareholders and/or Directors to sign and return a Guarantee.

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If any provisions of these Terms are deemed illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain unaffected.

You are deemed to have accepted and be immediately bound by the Terms once and order is placed, or delivery of any Goods (whichever is the earliest). 

 

1 Definitions

1.1 The following words and phrases have these definitions:

• BAL/We/Us: Bespoke Aluminium Limited, together with its successors and assigns, or any person acting on behalf of and with the authority of Bespoke Aluminium Limited. 

• Confirmation Deposit: The non-refundable amount paid to confirm the agreement. 

• Customer/You: The purchaser of goods from BAL including any guarantors. 

• Delivery: Delivery is completed upon collection at BAL’s premises or delivery as agreed. In the event that the Customer fails or refuses to take or accept delivery, Delivery is deemed complete when BAL is ready to deliver. 

• Goods: Items/services sold by BAL. 

• Terms: These general terms, including written variations agreed with the customer. 

• Third Party Builder: Any individual, company, or entity, other than BAL, that is engaged by the Customer to perform building or installation work, including but not limited to the installation of Goods supplied by BAL. A Third Party Builder is not an employee, agent, or subcontractor of BAL and operates independently of BAL. 

• Specifications: Agreed specifications referenced in these terms

2 Quotes and Orders

2.1 Any quotes provided by BAL are valid for one (1) calendar month from the date the quote is provided.

2.2 BAL reserves the right to increase the price of Goods where such increase is due to any of the following:

a There are changes to materials or scope of work; 

b Additional work is required due to unforeseen conditions; 

c If a Force Majeure event increases BAL’s costs during the valid quote period; or

d Costs of labour or materials increase beyond BA’s control in accordance with clause 8.3.

2.3 Quotes are an invitation to place an order. If you do not accept the quote within the one (1) month time period BAL is not bound to supply the Goods at the original quoted price.

2.4 BAL is not bound to accept your order. 

2.5 BAL reserves the right to charge the Customer for any work completed after the first quote is provided. 

3 Council Consent

3.1 Customers are responsible for obtaining local council consent. BAL will provide documentation and information on reasonable request. 

4 Delivery 

4.1 Delivery dates are estimate only, and do not form an essential term to any engagement between BAL and the Customer. BAL shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in delivery of the Goods.

4.2 The Customer shall accept delivery promptly and prepare the site and access for delivery and installation. BAL will not assist in preparing the site for access and/or delivery. BAL reserves the right to suspend or delay any contract or obligation under these Terms if the site is unsafe. 

4.3 The Customer shall be responsible for providing compliant scaffolding unless agreed otherwise. 

4.4 The Customer is responsible for accepting delivery or arranging pickup of the Goods upon completion of production. If you fail to do so on the agreed date, additional charges for storage, handling, and packing may apply. 

4.5 The Goods may be delivered in instalments at BAL’s sole discretion. 

4.6 While BAL will take all reasonable care during delivery and installation, it is not liable for any damage unless caused by the gross negligence of its personnel. If pickup or delivery is delayed due to site issues, you will bear all associated costs, including third-party storage, handling, and packing as BAL does not provide storage facilities.

4.7 Delivery will occur while the Customer is at their address. However, with the prior consent of the Customer, BAL or its third party may deliver the Goods to an unattended premises. Unattended deliveries are at the Customer’s sole risk.  

5 Risk 

5.1 The risk in the Goods shall pass to the Customer upon Delivery (material only). Where the Goods are being supplied and installed by BAL risk shall pass upon completion. 

5.2 If the customer fails to take delivery of the goods at the agreed time or fails to provide adequate delivery instructions, the risk in the goods shall pass to the customer at the time delivery was attempted. In such circumstances, BAL shall not be liable for any loss or damage to the Goods. 

5.3 Notwithstanding the transfer of risk, title to the goods shall remain with BAL until the conditions set out in Clause 6 below are satisfied.

6 Ownership

6.1 Ownership of the Goods shall not pass to the Customer until BAL receive payment in full for the Goods, including any applicable delivery charges, and any other sums that may be due to us under the contract.

6.2 Until ownership of the goods has passed to the customer:

a The Customer shall hold the Goods as our fiduciary agent and bailee and shall keep the Goods separate from their own goods and those of any third party, properly stored, protected, and insured, and identified as BAL’s property;

b The Customer shall not sell, transfer, or otherwise dispose of the Goods without BAL’s prior written consent, except in the ordinary course of business; and

c BAL reserves the right to require the Customer to deliver the Goods to BAL, and, if the Customer fails to do so, BAL, or its agents, may enter the Customer’s premises or any other premises where the Goods are stored to recover them.

6.3 If the Customer resells the Goods before ownership has passed to them, the Customer shall hold the proceeds of such sale as bare trustee for BAL and shall keep such proceeds separate from their own funds and those of any third party.

6.4 Upon full payment of all sums due under the contract, ownership of the Goods shall pass to the Customer.

6.5 Nothing in this clause shall affect BAL’s rights to claim damages or other remedies in the event of non-payment or breach of contract by the Customer.

 

7 Terms of Payment

7.1 By engaging BAL, you accept full liability for all invoices issued in connection with our Goods (“Payment”). This includes any and all invoices related to the engagement. If you contract with BAL on behalf of another party, you remain liable for payment of the invoice should that party fail to pay.

7.2 The Payment due is determined by the quote and specifications. The terms of payment are outlined in the quote or confirmation document provided by BAL,  and must be made in accordance with the quote or confirmation document.

7.3 Late payments may incur interest at 2.5% per month on overdue amounts. 

7.4 Late payments may result in production delays. BAL reserves the right to halt production until payment is received and to charge additional costs, including storage, administration, and handling fees. 

7.5 The accepted payment method is either by EFTPOS or electronic transfer.

7.6 All payments must be made without setoff or reduction. BAL may, at its sole discretion, apportion payments to outstanding accounts of the Customer.

7.7 In the event of non-payment by the Customer, BAL may:

a Charge interest at 2.5% per month, compounding monthly, from the due date until payment is received;

b Recover all costs associated with the collection of overdue payments, including legal fees on a solicitor and own client basis, court costs, and collection fees;

c Retain goods, documents, or correspondence until all outstanding amounts are paid;

d Disclose default information to credit agencies, which may hold and use this information for credit reporting purposes;

e Decline to carry out further work until payment is made; and

f Initiate legal proceedings to recover outstanding amounts, with the Dunedin registry as the agreed jurisdiction for any claims.

7.8 If the Customer is a business, it must give BAL at least fourteen (14) days’ written notice of any change in ownership or its business details. The Customer is liable for any loss suffered by BAL should the Customer fail to comply with this clause.  

7.9 All outstanding amounts owed to BAL by the Customer become payable immediately upon default or insolvency. 

8 Additional Costs

8.1 The Customer is solely responsible for any administrative, legal or other reasonable fees incurred by BAL in connection with the recovery of late payments or contractual breaches.

8.2 Quote pricing is based on full acceptance of the scope of works as quoted. Any reduction in scope may result in a price increase for the remaining works unless otherwise negotiated.

8.3 All quoted prices are based on a maximum inflation rate or material cost increase of 2%. If inflation or material costs exceed 2% between the acceptance of the quote and the finalisation of sizes and configurations, additional costs will be passed on to the customer.

9 Cancelled or Changed Orders

9.1 BAL reserves the right to cancel an order prior to the commencement of production.

9.2 Custom orders cannot be cancelled once production begins. The Customer is liable for all losses on cancellation. 

9.3 If a non-custom order is cancelled, changed, or payment is not received on time, BAL reserves the right invoice all or part of the full price based on the work completed and costs incurred up to the time of cancellation or changes. 

9.4 BAL reserves the right to cancel, suspend, or delay any contract or obligation under these Terms due to unforeseen circumstances beyond its reasonable control ("Force Majeure Events"). Force Majeure Events include, but are not limited to:

a Unavailability of key personnel due to injury, illness, or other personal circumstances;

b Political events, such as government restrictions, sanctions, or civil unrest;

c Freight or transportation disruptions;

d Supply chain interruptions or shortages;

e Natural disasters, including earthquakes, floods, hurricanes, or other acts of nature; 

f Any other events or circumstances outside BAL’s reasonable control.

9.5 In the event of a Force Majeure Event, BAL will make reasonable efforts to notify you as soon as practicable. BAL shall not be liable for any loss, damage, delay, or failure to perform resulting from such events, including financial losses, missed deadlines, or consequential damages.

10 Additional Works & Installation, Adjustment and Required Maintenance

10.1 Any work beyond the scope specified in the agreed Specification and Quote will be charged and invoiced to the Customer. 

10.2 Dimensions & Tolerances: Standard industry tolerances apply unless otherwise agreed.

10.3 BAL is not obligated to remedy issues that were not caused by BAL. 

 

 

 

11 Limitation of Liability

11.1 Without limiting any other provision of these Terms, and in addition to all exclusions and limitations of liability stated therein, BAL shall not be liable for any damages, losses, costs, or claims arising out of or relating to the circumstances set out in this clause 11. For the avoidance of doubt, BAL is only responsible for the materials it supplies. 

11.2 BAL shall not be liable for any damage or changes to the Goods caused by environmental or natural factors.

11.3 BAL is not liable for any of the following:

a Damage or defects caused by tradespeople or other third parties during the building or installation process;

b Damage or defects caused by improper installation or programming of motorised units, blinds, or other components by third parties.

c To remedy issues that were not caused by BAL. 

11.4 The Customer is solely responsible for the ongoing maintenance and adjustments of the Goods supplied by BAL. This includes, but is not limited to, re-coating timber, maintaining finishes, and performing follow-up adjustments during or after installation. BAL provides maintenance instructions on its website and offers maintenance products; however, failure to adhere to these instructions or to perform necessary maintenance will void any applicable warranties 

11.5 Misuse or poor maintenance will void any warranty provided by BAL. No warranty provided by BAL will apply to fair wear and tear. 

11.6 BAL shall not be liable for any loss, damage, or defects arising from building work or installation performed by a Third Party Builder. For the avoidance of doubt, where BAL has supplied Goods to the Customer and the Customer has engaged a Third Party Builder to perform building work or installation, the Customer acknowledges and agrees that BAL shall not be responsible for ensuring compliance with relevant building regulations and standards, nor shall BAL be liable for any loss, damage, or defects resulting from the actions, omissions, or workmanship of the Third Party Builder. The Customer is solely responsible for ensuring that the Third Party Builder complies with all relevant building regulations and standards.

11.7 The Customers acknowledges and accepts that they are responsible for verifying all plans, measurements and specifications. BAL is not liable for any errors or defects arising from Customer-provided information. The Customer is responsible for confirming the suitability of the Goods of their intended use. 

11.8 Any advice or recommendations provided by BAL are given in good faith and based on experience. However, The Customer acknowledges and accepts that they rely on their own judgement, and BAL will not be liable for any advice or recommendations given. The Customer waives any claims for misrepresentation against BAL. 

11.9 In no event shall BAL’s liability exceed the total amount paid by the Customer for the Goods giving rise to the claim. This limitation applies to all claims, whether arising in contract, tort (including negligence), or otherwise.

11.10 This Limitation of Liability clause is subject to the Consumer Guarantees Act 1993, the Fair Trading Act 1986 and any other legislation where applicable. Nothing in this clause shall limit or exclude any liability that cannot be lawfully limited or excluded under applicable law.

12 Defects and Returns

12.1 Any defects must be reported to BAL within three (3) days of delivery.  BAL will not be liable for any defects reported after three (3) days of delivery. 

12.2 BAL may, at its sole discretion, either repair or replace defects for which it is responsible for subject to clause 11. 

12.3 Returns require prior approval from BAL and must returned in the same condition as they were received. 

12.4 The Customer acknowledges and accepts that there are no returns for custom or non-stock items. 

13 Privacy

13.1 BAL may collect and use Customer information for credit and marketing purposes. 

13.2 If BAL collects personal information from sources other than the individual it will take reasonable steps to inform the individual of the collection, the purpose for which the information is being collected, the identity of the agency it is being collected from, and any disclosures to third parties, unless the individual has already been informed or an exception under the Privacy Act 2020. 

13.3 The Customer has the right to request access to and correct their personal information at any time. 

14 Intellectual Property

14.1 BAL shall retain full ownership of all designs, drawings, specifications, reports, and other documents or materials created, developed, or provided by BAL in connection with its engagement with the Customer. 

14.2 The Customer agrees to indemnify BAL from and against any and all claims, liabilities, damages, losses, costs, and expenses, including legal fees, arising out of or in connection with any breach of intellectual property rights by the Customer. BAL reserves the right to cancel or terminate the engagement in the event of any breach of this clause.

14.3 BAL reserves the right to use completed work for marketing purposes. The Customer acknowledges and agrees that such use is a standard industry practice and does not constitute a breach of confidentiality or privacy rights under this agreement.

 

15 Personal Properties Securities Act 1999 (“PPSA”)

15.1 You agree that BAL has a security interest in the Goods until ownership passes pursuant to clause 6 of these Terms. Accordingly, you agree not to grant any other security interest or any lien over Goods that BAL has a security interest in.

15.2 At BAL’s request, you must promptly sign any documents and take any necessary actions to ensure BAL’s security interest constitutes a first-ranking preferred security interest in the Goods.

15.3 If Goods subject to BAL’s security interest are processed, included, or commingled with other items, BAL’s security interest extends to the entire product or whole in which the Goods are included. You must not grant any other security interest or lien over the Goods or the resulting whole.

15.4 You waive your rights under sections 114(1)(a), 116, 120, 121, 125, 126, 127, 131, 133, and 134 of the PPSA and your right to receive a copy of any verification statement as defined in the PPSA.

15.5 You must provide BAL with prior written notice of any proposed change to your name or address.

16 Entire Agreement

16.1 This document constitutes the entire agreement between BAL and the Customer regarding the supply of Goods and services. It supersedes all prior agreements, representations, warranties, or understandings, whether written or oral, relating to the subject matter of these Terms.

16.2 No amendment, modification, or variation of this agreement shall be valid unless made in writing and signed by both BAL and the Customer. Any terms or conditions proposed by the Customer that conflict with or are additional to these Terms shall not apply unless expressly agreed to in writing by BAL.

17 Guarantees and Warranties

17.1 Subject to the above terms and conditions, and without limiting or overriding any of those terms, BAL provides a twelve (12) month workmanship warranty.

17.2 Manufacturer warranties apply to third-part materials. 

17.3 These guarantees and warranties are offered in addition to any rights or remedies available to the Customer under applicable laws, including the Building Act 1991, Consumer Guarantees Act 1993 and the Fair Trading Act 1986, where applicable.

17.4 BAL provides the above guarantees and warranties, provided that:

a BAL receives written notification and a description of the defect within the warranty period; 

b BAL are given the opportunity to inspect the installed Product and assess the defect claim; and 

c BAL determine that the defect is directly caused by our workmanship or defective manufacture and not by the Customer or other external factors.

17.5 Improper installation, handling, or maintenance by the Customer, their agents, contractors, or employees will void all warranties. 

18 Construction Contracts Act 2002

18.1 BAL may suspend work for non-payment in accordance with these Terms and the Construction Contracts Act 2002.

18.2 During suspension BAL is not in breach, it is entitled to time extensions, and it retains all contractual rights. 

18.3 In accordance with these terms and the Construction Contracts Act 2002, BAL may resume work once payment issues are resolved.

19 Electronic Signatures

19.1 Electronic signatures are deemed valid where compliant with the Contract and Commercial Law Act 2017.