Terms & Conditions

JB’S Environmental Limited – Terms & Conditions of Trade

1. INTRODUCTION
   • All goods and services supplied to you by JB’s Environmental Limited or any current of future associated company or entity (referred to as us) are supplied on these Terms & Conditions, unless otherwise agreed in writing.
   • By instructing us to commence work, you agree to be bound by these Terms & Conditions.
2. QUOTING AND PAYMENTS
   • The price for the goods or services will be as quoted by us in writing to you. If we have not provided a quote, then our standard charges apply.
   • All prices are exclusive of GST, freight, and handling (if applicable). In addition, you must pay any other taxes, levies and duties that may be applicable in any jurisdiction.
   • Any quote provided is valid for 14 days except for septic tank cleaning and water deliveries, which is 7 days.
   • We may withdraw a quote at any time before it is accepted by you.
   • We reserve the right to vary any quote:
     • if a variation to the goods and services originally scheduled is requested; or
     • where additional goods and services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations, blockages and/or breakages in pipes, emergency call-outs, prerequisite work by a third party not being completed, etc.) which are only discovered on commencement; or
     • in respect of any delay in excess of 30 minutes in loading or unloading occurring other than from our default; or
     • in the event of increases to our cost of labour, taxes, fuel, levies, foreign currency rates of exchange and/or international freight and insurance premiums which are beyond our control.
   • Variations will be shown as variations on our invoice. You shall be required to respond to any variation submitted by us within 7 days. Failure to do so will entitle us to add the cost of the variation to the quote.
   • At our sole discretion a deposit may be required.
   • We may in our discretion allocate any payment received from you towards any other invoice owing. On any default by you we may re-allocate any payments previously received and allocated. In the absence of any payment allocation by us, payment will be deemed to be allocated in such a manner as preserves the maximum value of our purchase money security interest (as defined in the Personal Property Security Act 1999 (PPSA)) in the goods and services.
   • You accept that an after-hours callout fee, equal to four (4) hours standard labour rates, will be applicable and which will be treated as a variation to any quote provided during the timeframes as follows:
     • after 7pm and before 5am, Monday to Friday;
     • after 12pm and before 5am, Saturday; and
     • all hours, Sunday and public holidays.

3. CREDIT
   • You acknowledge that the supply of any goods or services on credit beyond the 14 or 7 day period (as applicable) shall not take effect unless we have agreed to that in writing.
   • You authorise us to carry out any credit checks with third parties.
   • We may impose credit limits, which may be varied from time to time. If you exceed the credit limit, then goods and services may be withheld until your account is back within the credit limit.
4. OUR OBLIGATIONS
   • We will:
     • provide the goods and services in a timely and efficient manner; and
     • not be liable for any delay or non-performance in providing the goods or goods and services if the delay or non-performance is attributable, either directly or indirectly, to circumstances beyond our control.
   • We will not be required to provide additional goods or goods and services beyond what has been agreed in writing. You may request that we seek additional support from subcontractors, but this request will only be agreed at our sole discretion.
   • We have the right to sub-contract any and all of our rights and obligations under these Terms & Conditions without your consent.
5. YOUR OBLIGATIONS
   • You will pay all amounts due and payable to us in accordance with these Terms & Conditions.
   • You must provide us with up to date details at all times including, but not limited to, your name, address, contact phone, email address, change of trustees and change of director or shareholders. You shall be liable for any loss incurred by us as a result of your failure to comply with this clause.
   • You must provide us all necessary plans, specifications and other information required for us to provide the goods and services. We are entitled to rely on the accuracy of that information provided and shall not be obliged to check it.
   • You will provide clear and free access to the site, and all assistance that we specify is required. If clear and free access is not supplied for any reason, we may charge you the resulting additional costs incurred, including time lost, at the applicable charge rate subject to a minimum rate of $150 plus GST.
   • You expressly warrant:
     • that we shall not be liable for any loss or damage to any site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to our negligence;
     • that it is your responsibility to ensure that access is suitable to accept the weight of our trucks, and you agree to indemnify us against all costs incurred by us in recovering any vehicle in the event it becomes bogged or otherwise immovable;
     • to advise us of any noxious gases, biohazard, other hazardous or toxic waste at the site. We reserve the right to charge for any associated costs incurred in working with or disposal of such noxious gases, biohazard, other hazardous or toxic waste, with all charges being a variation;
     • to follow all procedural requirements where necessary in relation to the substances mentioned above;
     • provide us with a free water source where required for washing out and/or for carrying out decontamination processes.
   • You shall be solely liable for and hereby indemnify us against all loss or damage that is incurred due to you not complying with any of your obligations.
   • Our limitation of liability shall include all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against us or incurred or become payable by us and shall apply even if the services have been converted into goods.
   • Unless otherwise agreed in advance in writing you or your authorised agent shall not tender for carriage or store any explosive, asbestos, inflammable or otherwise dangerous goods. You shall be liable for and hereby indemnifies us for all loss or damage whatsoever caused by any dangerous goods.
   • Where you are acting with or on behalf of any third party and that third party is intended to be responsible for the payment (or any part thereof) then in the event that the third party does not pay when due, you acknowledge that you shall be liable for the payment as if you had contracted the goods and services on their own behalf.
   • Where you are a tenant then you warrant that you have obtained the full consent of the landowner for the provision of goods and services. You acknowledge and agree that you are personally liable for full payment of all amounts owing and to indemnify us against any claim made by the landowner (howsoever arising) in relation to that provision.
   • Any time specified by us for delivery is an estimate only and we will not be liable for any loss or damage incurred by you as a result of delivery being late. Both of us agree that we shall make every endeavour to enable the goods and services to be supplied at the time and place as was arranged between us. In the event that we are unable to supply the goods and services as agreed solely due to any action or inaction of you then we shall be entitled to charge a reasonable fee for re-supplying the goods and services at a later time and date.
   • You acknowledge and agree that your obligations to us shall not cease until:
     • you have paid us all amounts owing; and
     • you have met all other obligations due by you to us in respect of all contracts between us and you.
6. PAYMENT
   • We must receive your payment by direct credit to our bank account within 14 days from the date of our invoice, except for septic tank cleaning and water deliveries, which is 7 days.
   • We may charge you a surcharge for payments made by credit card.
   • All amounts outstanding after the due date will be subject to late payment interest charge of 2.5% per month, compounding.
   • If we have to spend any money on collecting, or attempting to collect, any overdue amount(s) from you including legal costs on a solicitor/client basis and debt collection costs (collection costs), then you must reimburse us for those collection costs.
   • Payments received from you will be applied first towards any accumulated collection costs, and then any surplus will be applied towards payment of the overdue amount(s) in order of age (starting with the oldest invoice).
   • You shall not be entitled to set off against, or deduct any sums owed or claimed to be owed to you by us nor to withhold payment of any invoice because part of that invoice is in dispute.
   • In accepting any payment from you, we will not be bound by any condition or qualification that you attach to such payments. Any payments expressed to be in full and final settlement will only be accepted by us if we communicate our specific acceptance in writing to you of those terms.
7. COMPANIES & TRUSTS
   • Where we are providing good or services to a company or a trust, for the purposes of our contractual relationship, the instructing principal client will jointly and severally include:
     • in the case of an unlisted company, that company and all its directors and shareholders; and
     • in the case of a trust, that trust and its trustees.

8. HEALTH AND SAFETY
   • We are committed to meeting all Health and Safety requirements when working and you may be charged for the costs associated with this compliance.
   • You will inform us immediately of any hazards at the site to which we may be exposed.
   • We reserve the right to stop, reject or defer work if we deem conditions to be unsafe.
   • If you are a ‘person conducting business or undertaking’ as defined under Health and Safety at Work Act 2015 (H&S Act) then you:
     • Shall be responsible for compliance with the H&S Act in respect of the site;
     • Are obliged to ensure that all our staff are informed of your health and safety procedures; and
     • Indemnify us for any loss we incur due to any breach of the H&S Act by you or any of your employees, contractors, agents or officers.

9. OWNERSHIP AND RISK
   • Where we supply any goods to you, ownership does not pass to you until you have discharged all outstanding indebtedness, whether in respect of the goods or otherwise, to us.
   • Until we have received full payment, we may register a financing statement pursuant to the provisions of the PPSA to secure payment in relation to the goods.
   • We will take reasonable precautions to preserve the goods pending delivery to you. Notwithstanding this, the risk in the goods passes to you from the time the goods leave our premises.
   • We retain ownership of our working papers and the copyright and all other intellectual property rights in the work that we do for you. We are entitled to use, analyse, share and develop the knowledge, experience, and skills of general application gained through working with you.
10. WARRANTIES AND EXCLUSION OF LIABILITY
    • Except as required by law, we give no express warranty in relation to any goods to services supplied to you. You acknowledge that you have not relied on any representation or warranty made on behalf of us.
    • Certain legislation may imply conditions and warranties into these Terms & Conditions. To the extent that such conditions and warranties may lawfully be excluded, all such conditions and warranties are expressly excluded.
    • You acknowledge that if you acquire the goods and services for a business purpose, then the statutory guarantees and implied terms, covenants, and conditions contained in the Consumer Guarantees Act 1993 are excluded.
    • Notwithstanding any other clause in these Terms & Conditions, under no circumstances shall we be responsible to you for any injurious act or default by us, nor, in any event, shall we be held responsible for any loss, injury, or damage suffered by you.
    • We do not accept any liability for any loss arising from any damage to, or non-receipt, non-opening or compromise of any communication, including e-mail or other internet based communications.
    • Where we instruct a third party on your behalf, we will not be responsible for any act or omission of the third party.
11. TERMINATION
    • Either party may terminate the provision of goods and services at any time.
    • If this occurs, you must pay our fees for work done, and any other charges incurred, up until the date of termination.
    • Without prejudice to any of our other remedies, if any account payable by you to us is overdue or you become insolvent, commit an act of bankruptcy, enter into or are likely to enter into any arrangement with your creditors or in the case of a company does any act that would render it liable to be liquidated, or if a resolution is passed or proceedings commenced for the liquidation or voluntary administration of you or if a receiver is appointed in respect of all or part of your assets, then:
      • we may cancel any outstanding order or arrangement with you; and
      • any moneys payable by you to us whether due for payment or not will become immediately due and payable.

12. NOTICES

• All notices or other communications to be given under these Terms & Conditions will be given at the recipient’s last known place of address or email address.

13. CONTINUING TERMS OF TRADE & FUTURE CHANGES

• • These Terms & Conditions apply to any current engagement and also to any future engagement, whether or not we send you another copy of them.
  • We may change these Terms & Conditions at any time and will publish the changed Terms & Conditions on our website. The change will bind you in respect of any matters on which we accept instructions after publication of the change.
  • These Terms & Conditions apply to our relationship with you. However, if these Terms & Conditions are inconsistent with any other legal services agreement we have made with you (whether generally or in respect of a specific instruction), then that other agreement prevails over these terms (but only to the extent of the inconsistency).

14. DISPUTE RESOLUTION

• • In the event of any other dispute arising between us, it shall in the first instance be referred to mediation for resolution.
  • In the event that resolution is not achieved to the satisfaction of both parties within 30 days of referral to mediation then either party may take legal action to resolve the dispute.

15. PERSONAL INFORMATION

• You authorise us to collect, retain, use and disclose information about you, for the purpose of assessing your credit worthiness, enforcing any rights under these Terms & Conditions, or marketing any goods or services provided by us to any other party. Where you are a natural person the authorities under this clause are authorities or consents for the purposes of the Privacy Act 2020.

16. GENERAL

No Waiver

• No waiver of any breach of, or failure to enforce, any provision of these Terms & Conditions at any time by any party in any way affects, limits, or waives the right of such party thereafter to enforce compliance with these Terms & Conditions.

Entire Agreement

• These Terms & Conditions record the entire agreement between the parties and prevails over any earlier agreement, written or oral, which are of no further effect.

Force Majeure:

• We will not be liable for any default or breach of these Terms & Conditions by illness, natural disaster, fire, flood, pandemic, conflict, government action, infrastructure failure or other similar major event beyond our reasonable control.

Partial invalidity

• If any part of these Terms & Conditions is held to be invalid or unenforceable by any judicial or other competent authority but would be valid or enforceable if some part of the provision were modified or deleted, the provision in question will apply with the minimum modification or deletion necessary to make it valid and enforceable, and the other provisions in these Terms & Conditions will be unimpaired and will remain in force and effect.

Governing Law

• These Terms & Conditions are governed by and will be construed in accordance with the laws of New Zealand.  Any dispute will be determined by the exclusion jurisdiction of the New Zealand Courts.

17.  GUARANTEE

• • In consideration of us agreeing to supply goods and/or services any Guarantor who signs these Terms & Conditions unconditionally and irrevocably guarantees to us:
    • the due and punctual payment of all amounts owing to us for goods and services supplied under these Terms & Conditions or any related agreement or arrangement; and
    • the due and proper performance by the client of all of its obligations to us.
  • This guarantee is a continuing security and shall remain in full force and effect until all monies owing by the client to us have been paid in full and all obligations have been fully discharged, regardless of any intervening payment, settlement, or other matter.
  • The liability of any Guarantor shall not be discharged, affected, or limited by:
    • any variation to the terms of supply or these Terms & Conditions (including price, quantity, or delivery terms);
    • any waiver, time extension, or indulgence granted to the client by us;
    • us exercising or failing to exercise any of our rights against the client; or
    • the insolvency, liquidation, or administration of the client.
  • As a separate and independent obligation, each Guarantor indemnifies us against any loss, damage, cost, or expense incurred as a result of any default by the client under these Terms & Conditions or any claim that the guarantee is unenforceable.
  • If more than one person signs these Terms & Conditions as guarantor, their obligations shall be joint and several.
  • We shall not be required to first demand payment or performance from the client or to enforce any security or other rights before making demand on any Guarantor.