1.       Acceptance Of Terms And Conditions

1.1.   Contracting Safe Power to carry out work or acceptance of a quote or estimate provided by Safe Power constitutes acceptance by the Customer of our terms and conditions.‍

2.       Pricing

2.1.   All quotes or estimates are valid for 90-days, after which we reserve the right to amend, if necessary, to allow for price variances

2.2.   If additional work is required that Safe Power could not have foreseen at the time of providing our quote/estimate, then Safe Power may, at its option, re-quote/estimate or provide a variation for such additional works. This includes time delays caused by the Customer and/or other parties outside of Safe Power’s control

2.3.   No variations to the work originally quoted for shall be carried out without the Agreement of both the Customer and Safe Power

2.4.   All prices as quoted are exclusive of goods and services tax (GST) unless otherwise stated.

3.       Payment

3.1.    The Customer shall pay the price (including any additional charges) to Safe Power in the following manner:

3.1.1. As set out by Safe Power in the written quotation/estimate/contract, standard payment terms will be seven-days, 14-days or 20th of the following month and will be stipulated on the Customer’s invoice. Progress payments may be required in certain instances, as outlined in Safe Power's quotation or contract.

3.1.2. If the Customer does not make full payment to Safe Power in accordance with Clause 3.1.1, then the Customer will be in default under this contract, and the supplier may exercise all the rights and remedies set out in this contract and otherwise available within the law; and:

3.1.3. The Customer will be liable for all expenses incurred by Safe Power in recovering the debt, including but not limited to collection agency fees, legal fees, and court costs, inclusive of the Disputes Tribunal.‍ ‍‍

4.       Termination

‍ ‍4.1.    Duration:  Unless terminated under this clause, the Agreement starts and ends on the dates set out in Schedule 1.

4.2.    Termination rights:  Either Party may, by written notice to the other Party, immediately terminate the Agreement if the other Party:

‍ ‍4.2.1. Breaches any material provision of the Agreement, and the breach is not:

‍ ‍a.       Remedied within 10-days of the receipt of the notice from the first Party requiring it to remedy the breach; or

‍ ‍b.        Has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason; or

‍ ‍c.        Is unable to perform a material obligation under the Agreement for 30-days or more due to force majeure.‍ ‍

4.3.    Consequences of expiry or termination:

‍4.3.1.  Expiry or termination of the Agreement does not affect each Party’s rights and obligations accrued before the expiry or termination date

‍ 4.3.2.  All Supplier assets remain the property of Safe Power and are recoverable from Customer’s premises

‍4.3.3.  The Customer must pay for services provided before the expiry or termination date

‍ ‍4.3.4.  For purposes of clarity, provisions regarding use and responsibility for damage to Safe Power assets (BTS box) remain in effect until Safe Power has removed the asset/s from the site

‍ ‍4.4.    Obligations continuing:  Clauses which, by their nature, are intended to survive expiry or termination, including Clauses 5, 6, 7, 12 and Clauses of the Safe Power Builders Temporary Supply (BTS) Terms and Conditions, remain in force. ‍

5.         Liability on Claims

‍ 5.1.   Any claims against Safe Power by the Customer must be made in writing and be received prior to the due date for payment of the Safe Power invoice

‍ 5.2.   Safe Power reserves the right at its discretion to repair or replace goods or to credit the portion of the price applicable to the goods and services in respect of any claims accepted

‍ ‍5.3.   Safe Power will use its best endeavours to enforce any guarantees or warranties given by the manufacturer of goods supplied by Safe Power. Any exceptions will be considered on a case-by-case basis

‍ ‍5.4.   In any event, the total liability of Safe Power for any loss arising from any defect or non-compliance of the goods and services, or any other breach by Safe Power of its obligations under this Agreement, will not in any circumstances exceed the price quoted per item by Safe Power.
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6.         Liability

‍ ‍6.1.    Maximum liability:  The maximum aggregate liability of the Supplier under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the Fees paid and/or payable by the Customer under the Agreement for Services properly provided in accordance with the Agreement.

‍ ‍6.2.    Unrecoverable loss:  Except for the Customer’s liability to pay the Fees, neither Party is liable to the other under or in connection with the Agreement for any loss of profit, data, savings, business, revenue, and/or goodwill, or any indirect, consequential, incidental, or special loss or damage of any kind

‍ ‍6.3.    Unlimited liability:  Clauses 6.1 and 6.2 do not apply to limit the Supplier’s liability for:

‍ ‍6.3.1. Personal injury or death

‍ ‍6.3.2. Fraud or wilful misconduct

‍ ‍6.3.3.Breach of Clause 6

‍ ‍6.4.    Clause 6.1 does not apply to limit the Customer’s liability for those matters stated in Clauses 6.3.1 and 6.3.3

‍ ‍6.5.    No liability for the other’s failure:  Neither Party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent the failure is directly caused by the other Party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other Party or its personnel.‍ ‍

‍ 7.         Ownership

‍ ‍7.1.   Property in, and ownership of the goods, remains with Safe Power until all amounts the Customer owes to Safe Power have been paid in full

‍ ‍7.2.   Safe Power reserves the right to register its financial interest in the goods or services on the Personal Property Securities Register

‍ 7.3.   If the Customer is in default under these terms and conditions, then Safe Power will be entitled without notice to repossess the secured goods. The Customer authorises Safe Power or its representatives, subcontractors, agents or employees to enter the property where the secured goods are situated for repossession. Safe Power will not be liable for any costs, expenses, damage or loss of any kind suffered by the Customer as a result of repossession

‍ ‍7.4.   Any repossessed goods may be disposed of at the discretion of Safe Power, and any monies gained shall first be deducted from any money the Customer owes Safe Power, including any interest due and any expenses incurred by Safe Power in enforcing its rights. Any surplus will pass to the Customer.

‍ 8.       Consumer Guarantees Act 

‍ ‍8.1.        Where Safe Power is supplying goods and services to the Customer for business purposes within the meaning of the Consumer Guarantees Act 1993, pursuant to section 43, the provision of that Act will not apply to this Agreement.‍ ‍‍ ‍

9.       Privacy Act

‍ ‍9.1.        For the purpose of facilitating the efficient running of Safe Power business, the Customer authorises Safe Power to collect all information it may require from any third parties and authorises those third parties to release that information to Safe Power

‍ ‍9.2.        The Customer agrees that this information may be passed to a third Party or to any other person to facilitate the collection of debts from the Customer

‍ ‍9.3.        Such information will be accessible to any of Safe Power's employees, contractors and professional advisors who need access to it for the efficient running of Safe Power's business

‍ ‍9.4.        The Customer may request access to and correct this information at any time

‍ ‍9.5.        Security  Each Party agrees that, unless it has the prior written consent of the other Party, it will:

9.5.1. Keep confidential at all times the Confidential Information of the other Party; and ensure that any personnel, including contractors or professional advisors to whom a Party discloses the other Party’s Confidential Information, are aware of, and comply with, this clause.

‍ ‍9.6.        Disclosure required:  The obligations of confidentiality in Clause 9 do not apply to any disclosure:

‍ ‍9.6.1. For the purpose of performing the Agreement or exercising a Party’s rights under the Agreement

‍ ‍9.6.2. Required by law (including under the rules of any stock exchange)

‍ ‍9.6.3. Of Confidential Information which:

‍ ‍a.       Is publicly available through no fault of the recipient of the Confidential Information or its personnel; or

‍ ‍b.       Was rightfully received from a third Party without restriction and without breach of any obligation of confidentiality; or

‍ ‍c.       By the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third Party, provided that the Supplier enters into a confidentiality Agreement with the third Party on terms no less restrictive than this clause

‍ ‍9.7.        Return of information:  Except to the extent that a Party has ongoing rights to use Confidential Information, a Party must, at the request of the other Party following the expiry or termination of the Agreement, promptly return to the other Party or destroy all Confidential Information of the other Party in the recipient Party’s possession or control.  ‍ ‍‍ ‍

10.   Construction Contracts Act 2002

‍ ‍10.1.    Where not covered in these terms and conditions or altered under mutual Agreement, the default provisions in the Construction Contracts Act 2002 will be applied to any payment claims.

‍ ‍10.2.    Disputes will be referred to the adjudicator under the provisions of the Act. 

‍ ‍10.3.    We reserve the right to suspend work as allowed in the provisions of the Act.‍ ‍

11.   Personal Properties Security Act 1999

‍ ‍11.1.    The Customer agrees that the provisions herein constitute a Security Interest in Personal Property (as those terms are defined in the Personal Properties Securities Act 1999 (“PPSA”) in respect of which the contractor may register a financing statement on the Personal Property Securities Register.

‍ ‍11.2.    The Customer grants to Safe Power a general Security Interest in all present and after-acquired assets to secure payment of the purchase price and in all proceeds the Buyer receives from selling Goods as defined in the Personal Property Securities Act 1999 (“PPSA”)

‍ ‍11.3.    For Section 148 of the PPSA, the Customer agrees that Safe Power does not have to provide a Verification Statement to the Buyer when Safe Power registers a Financing Statement in respect of any Security Interest created by this Agreement.

‍ ‍11.4.    For the avoidance of doubt, words or phrases used in this clause herein have the same meaning as that which is given to them in Section 16 of the PPSA.

‍ ‍11.5.    The Customer agrees that nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall apply to these terms and conditions.

‍ ‍11.6.    The Customer agrees that its rights as debtor in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA shall not apply to these terms and conditions.‍ ‍

12.   Delivery and Risk

‍ ‍12.1.    Risk in goods supplied will pass to the Customer when the goods are delivered to the delivery point by Safe Power or their nominated agent. ‍ ‍

13.   Warranties

‍ ‍13.1.    Details of warranties available, if any, will be provided upon request but are subject to Clauses 13.2 and 13.3. Except to the extent of written warranties given by us to the Customer, all warranties and representations in respect of Goods sold or services supplied are excluded to the extent permitted by law, including those expressed or implied by law. Where any written warranty conflicts with Clauses 13.2 and 13.3, the provisions of Clauses 13.2 and 13.3 as applicable shall prevail.

‍ ‍13.2.    Safe Power shall not be liable, whether in contract, tort (including negligence) or otherwise:

‍ ‍13.2.1.    Where the Customer may have altered or modified the Goods, misapplied the Goods, or has subjected them to any unusual or non-recommended use, servicing or handling

‍ ‍13.2.2.    For loss or damage caused by any factors beyond our control.

‍ ‍13.2.3.    For any indirect or consequential loss or damage of any kind, or for any loss of profit or revenue

‍ ‍13.2.4.    For any second-hand Goods.

‍ ‍13.2.5.    Where the terms of any written warranty have not been complied with, or any manufacturer’s handbook provided to the Customer has not been complied with, or any reasonable and lawful instructions notified by us to the Customer have not been complied with.

‍ ‍13.3.    Safe Power's total liability under any warranty for defective or damaged Goods supplied by us or in relation to the provision of services or other breach of these Terms is limited at our option to either:

‍ ‍13.3.1.    Replacing or repairing the defective or damaged Goods; or

‍ ‍13.3.2.    Refunding the price of the defective or damaged Goods or provision of service.

‍ ‍13.4.    Any Goods returned to Safe Power must be returned freight paid. The Customer can claim for any reasonable freight charges where the Goods are defective

‍ ‍13.5.    Where Safe Power elect to repair defective Goods, we will use all reasonable endeavours to repair the Goods as soon as possible; however, we will not be liable for any delay in completing the repairs.

‍ 14.   Health and Safety

‍ ‍14.1.    Safe Power will be responsible for their own safety and health. Safe Power must comply with the Health and Safety at Work Act 2015, any regulations made under the Act, and any health and safety policies, directives or procedures of the business.