Terms & Conditions

Important: Terms and Conditions of Use of this Website

By using this website you agree to be bound by these conditions. If you do not agree with them, you are not authorised to use the website.

  1. This website and its contents are subject to copyright which is owned by NZ DEPOT or a third party. NZ DEPOT does not grant you any intellectual property rights in this website, its applications, interface or contents. You must not use any trademark displayed on this website.
  2. We do not warrant the accuracy or completeness of any information you derive from this website and we exclude liability for loss or damage arising from any errors or omissions in this website or your use of this website (including any interference with or damage to your computer system). If any liability is not able to be excluded by law, we limit our liability to the resupply of the relevant information or services.
  3. You release NZ DEPOT, its servants and agents to the fullest extent permitted by law from any and all claims arising out of or related to the use of material or information made available through this website.
  4. Prices listed on this website and terms and conditions of any kind relating to products displayed on this site may not be current or complete and therefore under no circumstances constitute an offer or undertaking by NZDEPOT. We make no representation that the products listed on this site are currently available at any or all of our locations. For full details of product information, product price, and conditions contact us at NZDEPOT at info@nzdepot.co.nz.
  5. This website may contain links to external Internet websites. NZ DEPOT does not sponsor, guarantee or approve of any material or representations in those websites. Nor do we warrant that material on linked sites is free of any computer virus, defects or infringements.
  6. Links to this site are permitted, provided the full HTML page is loaded. Links to individual graphics or to areas that are considered “security areas” that bypass any security protection or password protect that NZ DEPOT establishes are expressly prohibited. If you wish to use a graphic to link to this site please contact us.
  7. You must only use this website, and you must only display, copy, distribute download and print portions of this website for your own personal use. You must not attempt to change, reproduce, add to, remove, hack or interfere with this website or its material.
  8. We cannot guarantee any file, data or program available for download from this website (or any linked website) is free of viruses and you assume the risk of any damage to your computer as a result of using this website. This website may be inaccessible from time to time due to events outside NZ DEPOT’s control or maintenance requirements.
  9. If we collect your personal information, we do so subject to the terms of our Privacy Policy, details of which are at https://nzdepot.co.nz/privacy-policy
  10. NZDEPOT offers you access to this website and the functionality attached to this website but reserves the right to charge a fee for this service in the future (no fee is currently applicable).
  11. We may use cookies to gather data in relation to this website and you consent to us doing so (although you may be able to disable cookies on your web browser).
  12. These conditions are governed by the laws of New Zealand. You submit to the non-exclusive jurisdiction of the courts of New Zealand.

-Payment Terms:

Account Name: Alex Enterprises Ltd.

Account Number: 06-0172-0288899-05

Reference: “Invoice Number or Order Number”

Note:

Please always check the stock availability before creating any order. After the order created, the Customer may need to wait for the next stock availability.

NZ DEPOT will not refund the total amount of the order created without Stock Level Check, the button you will find on each product page.

High Wall Heatpump: 50% deposit is required to secure the installation booking with the balance of 50% payable upon completion of the job. (NZ DEPOT Service Only Quotation / Invoice Only)

Ducted System: 80% deposit is required to secure the installation booking with the balance of 20% payable upon completion of the job. (NZ DEPOT Service Only Quotation / Invoice Only)

We collect 100% Payment for Online Orders.

* After accepting the Quotation, the Customer can not Change, Replace or Exchange the units.

Change, Replace or Exchange of Unit Price: $195 (will be added on Invoice on top of the amount of the quotation)

Refer to the https://nzdepot.co.nz/delivery-and-returns

We Accept Internet Banking Transfer or Cash.

For Credit Card payments, It will be 3% will be added on top.

The interest of 5% will be added to any invoices not paid within 7 days of issue.

 

-Terms & Conditions:

-Installation:

  • back-to-back installation within 3 meters. Anything extra you need to run the copper pipe, It will be $55 per meter and $55 for certain big pipes such as 1/4″ x 5/8″ Copper pipe.
  • 12 months workmanship warranty by the installer.
  • -Workmanship Warranty Add-ons – ($150/2yrs, $250/3yrs)
  • -Code of Compliance will be given
  • -5 years of Manufacturing Warranty
  • -Workmanship Warranty: 12 Months from the Invoice date.
  • Ownership of goods does not pass to the purchaser until payment made in full.
  • All the relevant documents will be emailed/handed over after the full and final payment.
  • We reserve the right to charge interest of 15% on late payments.
  • All the legal hearing will be done in Manukau-Auckland Only.
  • After one reminder, the Invoice will be referred to collection agencies or Baycorp or Marshall Freeman.
  • The Person/Owner accepts the quotation is hereafter referred to as the Guarantor.
  • Post Installation, If any issues with the installation or with the product and the Customer request a site visit for any issues with the product or service has been done then the technician may site visit or/and try to fix the issue over the phone which will be free as the workmanship comes under 12 months workmanship warranty. If the technician visits and found that the cause was unrelated to the service or product we provide then the customer will be invoiced for a site visit such as (Call-out fees: $100.00 + $40.00/hr + Material cost + Travel Charges plus GST ).
  • For WiFi options or remote configuration, the company are not responsible for setup, Customer needs to go through the manual and applies.

-Shipping Unit/Goods:

– Please make sure someone be at the shipping address to receive goods. The courier company will charge another shipping charges to us for a failed delivery, Which NZ DEPOT will pass extra charges on to the customer.

– The delivery driver may contact you via phone call or text prior to the delivery.

Alex Enterprises Limited (“NZ DEPOT / Xabi”)

Heatpump Installation Addons on the Product page:

Try your best to choose the estimate option for “With Installation”,

Please note:

  1. For Installation Addon selection: You can try your best to select from the product page, which brand and model are you looking for, where you can find and select your city of installation and try your best to select the option you require and create an order when you are done. If any additional unforeseen circumstances occur, the technician will discuss with you at the site/installation date and will let us know if there is any additional cost involve or not, if it does the technician will let us know and you can pay us on our bank account deposit / Credit Card from NZ DEPOT Service Invoice on standard price. Our aim is to provide the customer with the best service with the affordability of units and we are compromising on the margin as lowest as possible.
  2. All our Addons like the Installation service on the product pages are a separate entity from the product itself, If somehow the customer would like to cancel the installation service or any addons, We can refund, exchange the main product itself. In that case, the customer will keep the Unit and by the terms and condition we can sort out the Installation addon cancellation process. If the customer would like to get a refund or exchange on the unit, They may refer to the terms and condition for “Delivery & Returns” process.

Terms of Trade

All goods and services are supplied on the following terms:
1 Ownership
1.1 Ownership and title to all goods remains with NZ DEPOT/ Xabi and does not pass to the customer until payment is made in full 2 Prices
2.1 All goods and services will be charged at rates applicable at the date of billing. The customer must pay the prices charged.
2.2 Unless otherwise stated all prices are exclusive of GST and other taxes which must be paid by the customer.
2.3 NZ DEPOT/ Xabi reserves the right to amend any discount structure applying to your account at any time, without notice to you.
2.4 NZ DEPOT/ Xabi may require a deposit of some or all of the value of the work and services applied.
2.5 The customer must pay freight costs and insurance charges and for the time spent by NZ DEPOT/ Xabi in travel to and from the job, as well as time
spent in the acquisition of materials required.
3 Payment
3.1 NZ DEPOT/ Xabi will invoice the customer for all sales and services.
3.2 All accounts are payable on the 20th of the month following the invoice date (“due date”), except where NZ DEPOT/ Xabi has agreed in writing that
other payment terms shall apply.
3.3 If payment is not made by the customer on the due date, NZ DEPOT/ Xabi may suspend or terminate the supply.
3.4 Payment of all accounts is to be made in full without any set-off, deduction or counterclaim.
4 Delivery
4.1 Delivery occurs at the time possession of the goods passes to the customer or to a person nominated by the customer.
4.2 The risk in goods passes to the customer on delivery.
5 Bailment
5.1 Any items left with NZ DEPOT/ Xabi for service, repair or storage shall be held by Xabi as bailee in possession.
5.2 The risk of damage of any such items shall remain at all times with the customer and the customer is required to maintain insurance
policies over those items while they are in NZ DEPOT/ Xabi’s possession.
5.3 If the customer defaults in payment of the costs of service and/or repair, NZ DEPOT/ Xabi shall be entitled to, having provided written notice to the
a customer at their last known address, cancel the bailment, take possession of and sell the items and direct the proceeds of such sale to the
recovery of all costs incurred by NZ DEPOT/ Xabi, including the costs of repair, debt collection commission
and or legal fees (on a solicitor-client basis) and any other costs incurred by NZ DEPOT/ Xabi whatsoever as a result of the default.
6 Site Access
6.1 The customer will provide NZ DEPOT/ Xabi with full access to all areas required to carry out the services, and will ensure that the worksite is safe and
secure.
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6.2 If NZ DEPOT/ Xabi believes the worksite is unsafe they can suspend all work on the site until the site is made safe.
7 Personal Property Securities Act 1999 (PPSA)
7.1 All terms in this clause 7 of these Terms of Trade have the meaning given in the PPSA, and section references shall be to sections of the
PPSA.
7.2 Clause 1 of these Terms of Trade creates a security interest in all present and after-acquired goods of the customer and their proceeds.
7.3 The customer consents to NZ DEPOT/ Xabi registering on the Personal Property Security Register (“the PPSR”) a general security interest over all the
customer’s assets, and a security interest over all goods supplied by NZ DEPOT/ Xabi.
7.4 The customer waives its rights under sections 114(a), 116, 117, 119, 120(2), 121, 125, 129, 131, 132, 133, 134 and 148.
7.5 If requested by NZ DEPOT/ Xabi, the customer will promptly execute any documents, provide all the necessary information and do anything else
required by us to ensure that the security interest created under this Agreement constitutes a preferred security interest in the goods and their
proceeds which will have priority over all other security interests in the goods.
7.6 The customer will pay NZ DEPOT/ Xabi all fees and expenses incurred by Xabi in relation to the filing of a financial statement or financing the change
statement in connection with these terms.
7.7 The customer will give NZ DEPOT/ Xabi prior to written notice of the proposed change in the customer’s name or address.
8 Default
8.1 The security interest created by clauses 1 and 7.3 of these Terms of Trade becomes enforceable if any of the following events occur:
(a) The customer fails to pay any money owing on the due date;
(b) The customer sells, parts with possession leases or disposes of any goods or does anything inconsistent with NZ DEPOT/ Xabi’s ownership of the
goods prior to making a full payment;
(c) NZ DEPOT/ Xabi believes the customer has committed or will commit an act of bankruptcy, has had or is about to have a receiver appointed, or is
declared insolvent;
(d) The goods are at risk, as that term in is defined in the PPSA;
(e) Any other of the events provided for the PPSA applies.
8.2 In addition to rights conferred by part 9 of the PPSA, NZ DEPOT/ Xabi may take possession of any goods and may enter any premises, whether or not
the occupier is present in order to take possession of goods pursuant to this clause.
9 Costs
9.1 The customer must pay all of NZ DEPOT/ Xabi’s costs of and incidental to the enforcement or attempted enforcement by NZ DEPOT/ Xabi of its rights, remedies
and powers under these terms, such costs to include debt collection and legal costs (as between solicitor and customer) on a full indemnity
basis.
10 Limits
10.1 NZ DEPOT/ Xabi may restrict the amount of credit provided to the customer and may change that limit from time to time without prior notice.
10.2 The customer agrees that where it has obtained credit in excess of any limit noted on the application or imposed by NZ DEPOT/ Xabi, the customer
will be liable in full for payment of any amount owing in excess of that limit.
11 Limitation of Liability
11.1 NZ DEPOT/ Xabi is not responsible for any damage caused either to the goods supplied or other goods, resulting from a malfunction, if;
(a) The goods are fitted by someone other than NZ DEPOT/ Xabi; and
(i) That person is not suitably qualified; or
(ii) The goods are not fitted to a good trade standard; or
(b) The goods are in any way adapted to use for which they are not specifically intended; or
(c) The goods are added to or repaired using components not recommended or approved by the manufacturer.
(d) Customer or Client is/are responsible for selecting the required Air-condition size, model and/or kWs for the particular room or space.
(e) Customer acknowledges that the kWs which NZ DEPOT/ Xabi is going to install or/and repair.
(f) NZ DEPOT/ Xabi or any Xabi’s staff or employee or contractors or sub-contractors do not take any responsibility of suggested a particular size of any
unit/Aircon etc.
11.2 NZ DEPOT/ Xabi has no further liability or responsibility for any direct, indirect or consequential injury, loss or damage arising from any supply of goods
or services.
11.3 Damage for faulty goods or services will be limited to the purchase price of those goods or the value of the services contracted for.
12 Penalty Interest
12.1 Penalty Interest at a rate of 1.5% per month, will accrue on any unpaid amount on a daily basis from the due date to the date of payment.
Such interest will be payable upon demand.
13 Privacy Act
13.1 The customer authorizes NZ DEPOT/ Xabi to:
(a) Make enquiries with relevant third parties and/or credit agencies regarding the customer’s credit history.
(b) Release any information for the above purpose to the extent necessary, to relevant third parties and/or credit agencies.
(c) Instruct an agent to carry out any credit enquiries, and the customer agrees the above authorisations will apply to such agent.
13.2 The customer authorises any credit agencies and/or relevant third party to disclose any relevant information to NZ DEPOT/ Xabi in response to credit
enquiries. The customer acknowledges that any information disclosed to a credit agency will be held on their systems and used to provide their
credit reporting service.
14 Consumer Guarantees Act 1993 (“CGA”)
14.1 Where the customer is a consumer under the CGA who acquires goods and services from NZ DEPOT/ Xabi other than for the purpose of business,
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then these Terms of Trade will be subject to the provisions of the CGA.
14.2 Where goods and/or services are supplied for business purposes, the customer agrees that the provisions of the CGA will not apply.
15 Miscellaneous
15.1 By having work undertaken the customer is deemed to have accepted these Terms of Trade and accepted liability for the account.
15.2 These Terms of Trade may be varied by NZ DEPOT/ Xabi, at any time without notice to the customer. New Terms of Trade will be enforceable by NZ DEPOT/ Xabi
from the date they were provided to the customer.
15.3 The application and these Terms of Trade are the entire agreement between NZ DEPOT/ Xabi, the customer and the Guarantor, and supersede all
representations, agreements or other communications made by NZ DEPOT/ Xabi.
15.4 If any part of these Terms of Trade is illegal, unenforceable or invalid, that part is to be treated as modified or removed to the extent
required to make it effective. The rest of these Terms of Trade are not affected.
Additional HVAC or Airconditioning:
Agreement: All Projects are supplied on the following terms and conditions, which may be changed by XABI OR NZDEPOT in any
manner and at any time. The terms of this Agreement will apply to the Quote and Purchase Order.
1.
Quote and Purchase Order: For any project to be carried out by XABI OR NZDEPOT for the Customer, XABI OR NZDEPOT will
supply to the Customer a Quote and Purchase Order, which is valid for 30 days from the date of the Quote and Purchase Order, and
lapses thereafter. The Quote and Purchase Order takes effect on the date that it is accepted by the Customer (whether that
acceptance is implied or express). XABI OR NZDEPOT reserves the right, by notice to the Customer, to alter or amend any Quote and
Purchase Order before receipt by XABI OR NZDEPOT of acceptance of the Quote and Purchase Order by the Customer. XABI OR
NZDEPOT reserves the right, by notice to the Customer, to alter or amend any Quote and Purchase Order at any time prior to carrying
out the Project, where the alteration or amendment is due to an increase in the cost to XABI OR NZDEPOT of any Products and/or
Services that are the subject of the Quote and Purchase Order that is beyond the control of XABI OR NZDEPOT. Where the
Customer requests Products and/or Services to be provided that are not included in the original Quote and Purchase Order, the
Customer agrees to pay the additional costs of such Products and/or Services, and the provision of the additional Products and/or
Services shall be pursuant to the terms and conditions of this Agreement. Where the Customer requests any Related Work to be
carried out, XABI OR NZDEPOT will use its best endeavours to source suppliers and/or contractors to carry out the Related Work, but
the Customer is responsible for the commissioning, controlling, and payment for such work.
2.
Obligations of XABI OR NZDEPOT – XABI OR NZDEPOT agrees to Subject to the terms and conditions contained in this Agreement,
carry out each project in accordance with the Quote and Purchase Order, and to do so with reasonable skill, care and diligence.
3.
4. Obligations of the Customer – The Customer agrees to:
(a) Pay XABI OR NZDEPOT for carrying out the Project according to the Quote and Purchase Order;
(b) Follow any reasonable instructions provided by XABI OR NZDEPOT about the Project;
(c) Provide XABI OR NZDEPOT with access to all necessary services and amenities so as to allow XABI OR NZDEPOT to carry-out the
The project, provides access to the Location and ensure that the Location remains in a state and condition that is safe for XABI OR NZDEPOT and
its staff and agents;
(d) Not to cause any disruption or obstruction to the carrying-out of any Project; and
(e) Ensure the Location for the Project complies with all necessary bylaws and restrictions, is structurally sound and safe (in accordance with
all legislation governing safety in the workplace); Without Prejudice to any other right or remedy of XABI OR NZDEPOT, if the Customer fails to
carry out or perform any of its obligations pursuant to this clause 4, then XABI OR NZDEPOT may charge the Customer a Services Delay
Charge for each day (or part thereof) that XABI OR NZDEPOT is, in its reasonable opinion, unable and/or not required to carry out or perform
the Project as a result of such breach by the Customer.
1. Charges and payment
5.1 The amount charged by XABI OR NZDEPOT for carrying-out any Project will be specified in the Quote and Purchase Order (as may be
amended in accordance with this Agreement). All prices on the Quote and Purchase Order are inclusive of GST unless stated otherwise.
5.2 Payment for the Project is due on the due date as follows:
(a) A deposit of 50% of the total price for the Project is payable at the time of acceptance of the Quote and Purchase Order by or on behalf of
the Customer; and
(b) The balance of the total price for the Project is payable without deduction or set off by the Customer to XABI OR NZDEPOT on the date of
and contemporaneous with the installation of the Project (in each case, the ‘Due Date’).
5.3 If the Customer fails to make payment by the Due Date the Customer shall pay interest on the amount outstanding at the rate of 5% above
XABI OR NZDEPOT’s bank’s current variable lending rate from the due date for payment until payment is made. The Customer shall pay all
costs, expenses and charges (including legal costs on a solicitor and own Customer basis) that are incurred by XABI OR NZDEPOT in
recovering any money owing to XABI OR NZDEPOT by the Customer.
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5.4 XABI OR NZDEPOT has the absolute right to withhold delivery or cancel a Quote and Purchase Order where the Customer has not paid
for the Products on the Due Date.
1. Delivery, Risk and Insurance
6.1 Delivery of the Products shall be deemed complete upon XABI OR NZDEPOT delivering the Products at the Location.
6.2 Irrespective of whether ownership and title to the Products remain vested in XABI OR NZDEPOT, risk in the Products shall pass to the
The customer upon delivery. The Customer is responsible for all insurance of all Products from the time of delivery.
1. Property
7.1 Ownership and title to the Products supplied as part of any Project shall remain vested in XABI OR NZDEPOT and shall not pass to the
Customer until the purchase price for the entire project has been paid in full and received by XABI OR NZDEPOT in accordance with clause 5.
7.2 If XABI OR NZDEPOT supplies the Products as part of any Project without first obtaining payment for the same, then the Customer
acknowledges and agrees that XABI OR NZDEPOT is entitled at the Customer’s cost to register any security interest that XABI OR NZDEPOT
possesses regarding the Products supplied and their proceeds on the Personal Property Securities Register and that XABI OR NZDEPOT’s
security interest survives until the Customer has paid in full for all of the Products supplied. The Customer acknowledges and agrees that until
payment has been made to XABI OR NZDEPOT in full for all of the Products supplied as part of any Project from time to time:
(a) XABI OR NZDEPOT possesses a Purchase Money Security Interest (“PMSI”) in the Products; and
(b) If the Customer sells the Products prior to payment to XABI OR NZDEPOT, it will pay the proceeds derived from that dealing into a separate
account for the benefit and as trustee for XABI OR NZDEPOT so that those proceeds remain identifiable in connection with that dealing and
the Products.
7.3 If at any time XABI OR NZDEPOT has sufficient cause to exercise its rights under section 109 of the PPSA, the Customer irrevocably
grants XABI OR NZDEPOT (its agents and contractors) the right and licence to enter upon the Customer’s premises and/or any Location,
without notice and without liability whatsoever to the Customer, or to any person or company claiming through the Customer.
7.4 The Customer covenants that it will assist and co-operate with XABI OR NZDEPOT by completing any documentation and/or providing any
information as may be required by XABI OR NZDEPOT in order for XABI OR NZDEPOT to achieve and perfect its desired security position
under the PPSA.
7.5 In this clause 7 were used the following terms shall have the meanings as ascribed to them under the PPSA (Personal Property Securities
Act 1999 and associated regulations): “Accessions”, “Commingled Products”, “Inventory”, “Perfect”, “Non-Purchase Money Security Interest”,
“Proceeds”, “Purchase Money Security Interest” and “Security Interest”.
1. Rights of termination – XABI OR NZDEPOT may immediately terminate this Agreement when any of the following events happen:
(a) If the Customer defaults in performing its obligations under this Agreement and the default, if capable of being remedied, is not remedied
within 5 working days from receiving a notice specifying the default and requiring remedy; or
(b) If the Customer defaults in the performance of its obligations under this Agreement and the default is in XABI OR NZDEPOT’s reasonable
opinion incapable of being remedied; or
(c) If the Customer enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver or a receiver and
the manager or a statutory receiver is appointed in respect of it; Termination of this Agreement will not prejudice or affect the rights, remedies and
claims of XABI OR NZDEPOT.
Intellectual property & use by the Customer – All of the trademarks, patents, copyright, designs (including rights of drawings,
calculations, models, samples, descriptions, figures, dimension specifications and the like) or other intellectual property rights (whether
or not registered) in respect of the Products and Projects owned or in respect of which XABI OR NZDEPOT has rights (collectively
“Intellectual Property”) remain XABI OR NZDEPOT’s property notwithstanding the sale/supply of the Products/Projects to the
Customer. This clause 7 survives termination of this Agreement.
1.
2. Warranties
10.1 XABI OR NZDEPOT warrants that:
(a) The Project delivered will conform to the Quote and Purchase Order;
(b) Subject to clause 11.2, the Services will be free from material defects at the time of installation and for the period contained in the
Manufacturer’s Warranty, (the “Warranty Period”);
(c) Subject to the terms of this Agreement, the warranty provided in this clause 10 is instead of, and XABI OR NZDEPOT disclaims, all other
warranties expressed or implied including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
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10.2 Subject to the terms of this Agreement, the repair of any defect(s) occurring during the Warranty Period is the absolute limit of XABI OR
NZDEPOT’s liability howsoever arising under or in connection with any breach of these warranties provided that the Customer gives written
notice to XABI OR NZDEPOT within 24 hours of the discovery of the defect and provides XABI OR NZDEPOT (or its staff, contractors and
agents) with immediate access to undertake such repairs as XABI OR NZDEPOT considers necessary to remedy any defect.
1. Limitation of liability
11.1 The warranties provided in clause 10 replace all other representations or warranties (statutory, expressed or implied) and all
representations and warranties (excepting those which may not be lawfully excluded) are specifically excluded. The foregoing exclusions and
the limitations contained in clauses 11.2 and 11.3 do not apply to rights granted to the Customer under the Consumer Guarantees Act 1993
unless the Customer is acquiring the services for the purposes of a business in which case the provisions contained in the Consumer
Guarantees Act 1993 shall not apply.
11.2 Under no circumstances will any warranty, expressed or implied, relating to the Products and/or any Project extend to or include, nor will
XABI OR NZDEPOT be liable (whether vicariously or otherwise) under the law of tort, contract or otherwise for:
(a) Any loss or damage not covered by the Manufacturer’s Warranty;
(b) Any loss or damage caused by non-adherence to the Operating Instructions and Guidelines;
(c) Any loss or damage caused by XABI OR NZDEPOT altering the Location due to structural, electrical, safety or other concerns as to the
Location for the Project;
(d) Any loss or damage caused by XABI OR NZDEPOT failing to recognise the possible presence of asbestos in any roof cladding, soffit,
eaves, gables or interior ceilings;
(e) Any loss or damage caused by a Force Majeure Event;
(f) Any loss or damage caused by the acts or omissions of any third party;
(g) Any loss or damage caused by a contractor and/or supplier carrying out any Related Work, whether or not XABI OR NZDEPOT had
arranged for such Related Work to be carried out;
(h) Any loss or damage caused by having repairs carried out to any Project by any person other than XABI OR NZDEPOT;
(i) Any loss or damage occurring at the expiry of the Warranty Period;
(j) Any loss or damage caused by a Services Interruption;
(k) Any loss or damage arising from the termination of this Agreement; or
(l) Any loss of profits or savings or any indirect, special, incidental or consequential loss or damage, however, caused, arising out of or in
connection with the performance or non-performance of XABI OR NZDEPOT, any Project, Product and/or this Agreement.
11.3 Notwithstanding any other provision of this Agreement and without prejudice to clause 11.2, if for any reason XABI OR NZDEPOT
becomes liable for loss or damage that would have otherwise been excluded, then its total liability to the Customer arising out of any claim for
damages for any cause will be limited at XABI OR NZDEPOT’s election to either the monetary amount of the value of that part of the project
giving rise to the claim, the actual damage or loss suffered by the Customer or the sum (if any) which is specified in the Special Conditions,
whichever is lesser.
1. Mediation
12.1 If a dispute arises, the parties may agree to settle the dispute by mediation before resorting to litigation or arbitration.
1. Force Majeure
13.1 Despite any other provision of this Agreement, XABI OR NZDEPOT will not be liable for any failure or delay in complying with any
the obligation imposed on it under this Agreement, if the failure or delay arises from, or in connection with, a Force Majeure Event.
1. Miscellaneous provisions
14.1 This Agreement is governed by and construed according to the laws of New Zealand and is subject to the exclusive jurisdiction of the
Court’s of New Zealand.
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14.2 The illegality, invalidity or unenforceability of a provision of this Agreement under any law shall not affect the legality, validity or
enforceability of that provision under another law or the legality, validity or enforceability of any other provision of this Agreement.
14.3 No party will assign its rights under this Agreement without the prior written consent of the other party.
14.4 This Agreement contains all terms of the arrangement between the parties and supersedes and extinguishes all prior agreements,
discussions, representations and arrangements between the parties about the matters covered in this Agreement.
14.5 Failure or omission by a party at any time to enforce or require strict or timely compliance with any provision of this Agreement will not
affect or impair that provision in any way or the rights of that party to benefit from the remedies it may have as to any breach of any provision.
14.6 This Agreement is deemed to be executed by a party if that party has executed any of the following formats:
(a) an original;
(b) a copy;
(c) a facsimile copy;
(d) a photocopy of any of the above; and provided that every party has executed any permitted format, the executed formats will together
constitute a binding and enforceable instrument.
1. Definitions and interpretation: In this Agreement, unless the context requires otherwise:
“Customer” means the party or parties receiving the Products and/or Services from XABI OR NZDEPOT; “Force Majeure Event” means an
event or occurrence which is beyond XABI OR NZDEPOT’s reasonable control; “XABI OR NZDEPOT” means Alex Enterprises Ltd. or agents,
employees, or sub-contractors of Alex Enterprises Ltd., as appropriate”; “Location” means the site at which the Project is carried out for the
Customer; “Manufacturer’s Warranty” means the warranty supplied from time to time by the manufacturer of the Products as at the date of the
acceptance of the Quote and Purchase Order; “Operating Instructions and Guidelines” means the operating instructions and guidelines for the
Products and/or Services supplied from time to time by the manufacturer of the Products as at the date of the acceptance of the Quote and
Purchase Order; “Price” means the amount specified within each Quote and Purchase Order (subject to any Variation) representing the cost for
the Project; “Products” means the heating, cooling, ventilating, heat recovery and/or air conditioning systems (including all materials,
appliances, equipment, components, accessories, parts and/or spare parts thereof) which are provided to the Customer as part of a Project;
“Project” means the supply of Products and/or Services to a Customer as per the Quote and Purchase Order; “Related Work” means any
an additional building, carpentry, electrical, painting, plastering, plumbing or other work or other trades that the Customer requires, which are not
to be carried out by XABI OR NZDEPOT; “Services” means those Product installation services provided by XABI OR NZDEPOT to the
Customer as part of a Project; “Services Delay Charge” means the services delay charge (if any) set out in the Quote and Purchase Order;
“Services Interruption” means an interruption to the Project which is outside of the reasonable control of XABI OR NZDEPOT; “Quote and
Purchase Order” means the details outlining the provision of a Project and an estimate of costs but do not include any Related Work that may
be required or recommended to the Customer.
HEA855.3.06

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