Terms & Conditions | Just Pavers

Terms & Conditions of Trade

Definitions

“Just Pavers” means Just Pavers Limited its successors and assigns or any person acting on behalf of and with the authority of Just Pavers Limited.
“Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
“Goods” means all Goods or Services supplied by Just Pavers to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
“Price” means the Price payable for the Goods as agreed between Just Pavers and the Client in accordance with clause 5 below.

Acceptance

The Client ls taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
These terms and conditions may only be amended with Just Pavers’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Just Pavers

Change in Control

The Client shall give Just Pavers not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change In the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Just Pavers
as a result of the Client’s failure to comply with this clause.

Authorised Representatives

Unless otherwise limited as per clause 4.2 the Client agrees that should the Client introduce any third party to Just Pavers as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods or Services on the Client’s behalf and/or to request any variation to the Services on the Client’s behalf (such authority to continue until all requested works have been completed or the Client otherwise notifies Just Pavers in writing that said person is no longer the Client’s duly authorised representative).
In the event that the Client’s duly authorised representative as per clause 4.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise Just Pavers in writing of the parameters of the limited authority granted to their representative.
The Client specifically acknowledges and accepts that they will be solely liable to Just Pavers for all additional costs incurred by Just Pavers (including Just Pavers’ profit margin) In providing any Services, Goods, or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 4.2 (if any)).

Price and Payment

At Just Pavers’ sole discretion the Price shall be either:
(a) as indicated on any Invoice provided by Just Pavers to the Client; or
(b) the Price as at the date of delivery of the Goods according to Just Pavers’ current price list; or
(c) Just Pavers’ quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
Just Pavers reserves the right to change the Price:
(a) if a variation to the Goods which are to supplied ls requested; or
(b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
(c) where additional Goods and/or Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, unavailability or short supply of Goods, waiting on back orders, delays in delivery of the Goods from Just Pavers’ suppliers, etc) which are only discovered on commencement of the Services; or
(d) in the event of Increases to Just Pavers in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and Insurance charges) which are beyond Just Pavers’ control.
At Just Pavers’ sole discretion a non-refundable deposit may be required on request.
Time for payment for the Goods being of the essence, the Price will be payable by the Client
on the date/s determined by Just Pavers, which may be:
(a) on delivery of the Goods;
(b) before delivery of the Goods;
(c) for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which Is seven (7) days following the date of any Invoice given to the Client by Just Pavers.
Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and Just Pavers.
Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Just Pavers an amount equal to any GST Just Pavers must pay for any supply by Just Pavers under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

Delivery of Goods

Delivery (“Delivery’) of the Goods ls taken to occur at the time that;
(a) the Client or the Client’s nominated carrier takes possession of the Goods at Just Pavers’ address; or
(b) Just Pavers (or Just Pavers’ nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
At Just Pavers’ sole discretion the cost of delivery ls in addition to the Price.
The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then Just Pavers shall be entitled to charge a reasonable fee for redelivery and/or storage.
Just Pavers may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
Any time or date given by Just Pavers to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and Just Pavers will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.

Risk

Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client Just Pavers is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Just Pavers is sufficient evidence of Just Pavers’ rights to receive the insurance proceeds without the need for any person dealing with Just Pavers to make further enquiries.
If the Client requests Just Pavers to leave Goods outside Just Pavers’ premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.

Dimensions, Plans and Specifications

All customary building industry tolerances shall apply to the dimensions and measurements of the Goods unless Just Pavers and the Client agree otherwise in writing.
Just Pavers shall be entitled to rely on the accuracy of any plans, specifications and other Information provided by the Client.
If the giving of an estimate or quotation for the supply of Goods involves Just Pavers estimating measurements and quantities, it shall be the responsibility of the Client to verify the accuracy of Just Pavers estimated measurements and quantities, before the Client places an order based on such estimate or accepts such quotation.
Should the Client require any changes to Just Pavers’ estimated measurements and quantities, the Client shall request such changes in writing, in the case of an estimate before placing an order based on that estimate and in the case of a quotation before acceptance of that quotation.

Title

Just Pavers and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Just Pavers all amounts owing to Just Pavers; and
(b) the Client has met all of its other obligations to Just Pavers.
Receipt by Just Pavers of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
It is further agreed that:
(a) until ownership of the Goods passes to the Client in accordance with clause 9.1 that the Client is only a bailee of the Goods and must return the Goods to Just Pavers on request.
(b) the Client holds the benefit of the Client’s Insurance of the Goods on trust for Just Pavers and must pay to Just Pavers the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Just Pavers and must pay or deliver the proceeds to Just Pavers on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but If the Client does so then the Client holds the resulting product on trust for the benefit of Just Pavers and must sell, dispose of or return the resulting product to Just Pavers as it so directs.
(e) the Client irrevocably authorises Just Pavers to enter any premises where Just Pavers believes the Goods are kept and recover possession of the Goods.
(f) Just Pavers may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Just Pavers.
(h) Just Pavers may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

Personal Property Securities Act 1999 (“PPSA”)

Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods previously supplied by Just Pavers to the Client (if any) and all Goods that will be supplied in the future by Just Pavers to the Client.
The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Just Pavers may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register,
(b) indemnify, and upon demand reimburse, Just Pavers for all expenses Incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register a financing change statement or a change demand without the prior written consent of Just Pavers; and
(d) immediately advise Just Pavers of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
Just Pavers and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
Unless otherwise agreed to in writing by Just Pavers. the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
The Client shall unconditionally ratify any actions taken by Just Pavers under clauses 10.1 to 10.5.

Security and Charge

In consideration of Just Pavers agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of Its obligations under these terms and conditions (including, but not limited to, the
payment of any money).
The Client indemnifies Just Pavers from and against all Just Pavers’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Just Pavers’ rights under this clause.
The Client irrevocably appoints Just Pavers and each director of Just Pavers as the Client’s true end lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Client’s behalf.

Client’s Disclaimer

The Client hereby disclaims any right to rescind, or cancel any contract with Just Pavers or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Just Pavers and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment

Defects

The Client shall inspect the Goods on delivery and shall ‘within three (3) days of delivery (time being of the essence} notify Just Pavers of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Just Pavers an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these
provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Just Pavers has agreed in writing that the Client is entitled to reject, Just Pavers’ liability is limited to either (at Just Pavers’ discretion) replacing the Goods or repairing the Goods.

Returns

Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 13.1; and
(b) Just Pavers has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Client’s cost within seven (7) days of the delivery date; and
(d) Just Pavers will not be liable for Goods which have not been stored or used in a proper manner, and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
Non-stocklist items or Goods made to the Client’s specifications or Goods specifically ordered for the Client are under no circumstances acceptable for credit or return.

Warranty

For Goods not manufactured by Just Pavers, the warranty shall be the current warranty provided by the manufacturer of the Goods. Just Pavers shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

Consumer Guarantees Act 1993

If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Just Pavers to the Client

Default and Consequences of Default

Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment at a rate of two and a half percent (2.5%) per calendar month (and at Just Pavers’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
If the Client owes Just Pavers any money the Client shall indemnify Just Pavers from and against all costs and disbursements incurred by Just Pavers in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Just Pavers’ collection agency costs, and bank dishonour fees).
Without prejudice to any other remedies Just Pavers may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Just Pavers may suspend or terminate the supply of Goods to the Client. Just Pavers will not be liable to the Client for any loss or damage the Client suffers because Just Pavers has exercised Its rights under this clause.
Without prejudice to Just Pavers’ other remedies at law Just Pavers shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Just Pavers shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Just Pavers becomes overdue, or in Just Pavers’ opinion the Client will be unable to make a payment when it falls due;
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise} or similar person is appointed in respect of the Client or any asset of the Client.

Cancellation

Just Pavers may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Just Pavers shall repay to the Client any money paid by the Client for the Goods. Just Pavers shall not be liable for any loss or damage whatsoever arising from such cancellation.
In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Just Pavers as a direct result of the cancellation (including, but not limited to, any loss of profits).
Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

Privacy Act 1993

The Client authorises Just Pavers or Just Pavers’ agent to:
(a) access, collect, retain and use any information about the Client;
(i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by Just Pavers from the Client directly or obtained by Just Pavers from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining e credit reference, debt collection or notifying a default by the Client.
Where the Client is an individual the authorities under clause 19.1 are authorities or consents for the purposes of the Privacy Act 1993.
The Client shall have the right to request Just Pavers for a copy of the information about the Client retained by Just Pavers and the right to request Just Pavers to correct any incorrect information about the Client held by Just Pavers.

Construction Contracts Act 2002

The parties agree that for the purposes of the Construction Contracts Act 2002 where Just Pavers is a commercial provider this contract is not a commercial construction contract or a construction contract whether for work on a commercial or residential property and liability under this contract shall be in no way limited by any contract that the Client may have entered into with a third party in relation to the supply of Goods and/or Services to that third party or the payment by the third party to the Client of any monies whether by progress payments or otherwise.

General

The failure by Just Pavers to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Just Pavers’ right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Christchurch courts of New Zealand.
Just Pavers shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Just Pavers of these terms and conditions (alternatively Just Pavers’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Just Pavers nor to withhold payment of any invoice because part of that invoice is in dispute.
Just Pavers may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
The Client agrees that Just Pavers may amend these terms and conditions at any time. If Just Pavers makes a change to these terms and conditions, then that change will take effect from the date on which Just Pavers notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Just Pavers to provide Goods to the Client.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lockout, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not Insolvent and that this agreement creates binding and valid legal obligations on it.