SolarKing Limited’s Standard Terms and Conditions

Standard Terms & Conditions of Trade 
Please read carefully. All business undertaken by SolarKing Limited  (“SolarKing Ltd”) is subject to these terms and conditions. These terms and conditions will apply unless SolarKing Ltd agrees otherwise and the other terms are recorded in writing.
1.  – Definitions
1.1 – “Cash Sale” means any supply of goods and/or services made in accordance with this Contract, where the Price is paid upon completion of the Services.
1.2 – “Contract” means any agreement made pursuant to these terms and conditions.
1.3 – “Credit Sale” means any supply of Goods and/or Services made in accordance with this Contract that is not a Cash Sale.
1.4 – “Customer” means the customer, any person acting on behalf of and with the customer’s authority, or any person purchasing goods and services   from SolarKing Ltd.
1.5 – “Goods” means any personal property supplied by SolarKing Ltd to the Customer and shall include any fee or charge associated with that supply of Goods.
1.6 – “GST” means Goods and Services tax as that term is defined in the Goods and Services Tax Act 1985.
1.7 – “Price” means the cost of Goods and Services as provided for in a Quote or as agreed between SolarKing Ltd and the Customer, subject to clause 4 of this Contract.
1.8 – “Quote” means a Quote for Goods and/or Services made in accordance with clause 5 of this Contract.
1.9 – “Services” means all services provided by SolarKing Ltd to the Customer and includes without limitation the provision and/or installation of fixtures   and fittings, affiliated components and associated services.
1.10 – “SolarKing Ltd” means SolarKing Limited, or any agents or employees thereof.
2. –  Acceptance
2.1 – Any instructions the customer gives SolarKing Ltd in relation to the supply of Goods and/or Services shall constitute acceptance of these terms and conditions.
3. – Price
3.1 – GST is normally included  as a line item in any quote and is charged accordingly. Where there is no line item for GST and the supply of goods is within New Zealand and subject to GST, then GSTwill be charged in addition to the Price.
4. – Quotations
4.1 -Where SolarKing Ltd provides a Quote for the supply of Goods and/or Services, the Quote shall be:
4.1.1 -Valid for one month from the date of issue;
4.1.2 -Exclusive of GST unless specifically stated to include GST; and
4.1.3 -Any Goods and/or Services required in addition to those specified in the Quote will be invoiced to the Customer and must be paid for by the Customer in accordance with clause 7 of this Contract.
5. – Credit Sales
5.1 – SolarKing Ltd may at its sole discretion terminate any credit arrangement.
5.2 – Where any credit arrangement is terminated any amounts owing are payable in accordance with clause 7.1 as if the supply of Goods and/or Services was a Cash Sale.
6. – Payment
6.1 – Payment for Cash Sales is due in accordance with the Payment Terms detailed in the SolarKing Ltd quote.
6.2 – Payment for Credit Sales shall be made in full on or before the 20th day of the month following the earlier of the issue of an invoice or delivery of Goods on completion of Services (“the Due Date”).
6.3 – SolarKing Ltd may, at its sole discretion, regardless of whether the Customer holds a credit account with SolarKing Ltd, require payment or payments in advance, or on a progress payment basis, on account of Goods and/or Services. Such instalment payments will be outlined in the quote document and any payments made will not be refundable unless SolarKing Ltd provides the Customer with written notice that SolarKing Ltd has cancelled the Contract and from any such refunds shall be deducted the costs incurred by SolarKing to that point.
6.4 – SolarKing Ltd may, at its sole discretion, charge interest on any amount owing after the Due Date at the rate of 8% per month or part thereof. Provided that the customer is notified of said overdue amount in writing and given 10 working to days to remedy.
6.5 – Any expenses, disbursements and legal costs incurred by SolarKing Ltd enforcing any of its rights contained in this contract shall be paid by the Customer, including any fees charged by a collection agency and all solicitor to client costs.
7.6 -Receipt of a cheque, bill of exchange or such other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
7. – Risk
7.1  The goods remain at SolarKing Ltd’s risk until delivery to the Customer, but when title passes to the Customer pursuant to clause 10.1 of this    Contract, the Goods are at the Customer’s risk.
7.2 – Delivery of Goods shall be deemed to be complete when SolarKing Ltd gives possession of the Goods for delivery to the Customer, or upon delivery to the Customer by SolarKing or SolarKing’s carrier.
7.3 -The time agreed for delivery shall not be an essential term of the contract between SolarKing Ltd and the Customer unless the Customer gives written notice to SolarKing Ltd making time of the essence.
7.4 -When SolarKing Ltd delivers Goods and/or provides Services to the Customer by instalments and SolarKing Ltd fails to deliver or supply one or more instalments the Customer shall not have the right to repudiate the Contract.
8. – Title
8.1 -Title in the Goods passes to the Customer when the Customer has made payment in full for the Goods to SolarKing Ltd.
8.2 – Where the Customer has not paid for any Goods in its possession, property in such Goods shall remain with SolarKing Ltd and; 10.2.1 – The Goods shall be held by the Customer as bailee;
8.2.2 – If the Goods are attached, fixed or incorporated into any property of the Customer, title in the Goods shall remain with SolarKing Ltd until the Customer has made payment in full for all the Goods, and title to those new goods shall be deemed to be assigned to SolarKing Ltd as security for the full satisfaction by the Customer of the full amount owing under the Contract.
9. – Acceptance of Goods and/or Services
9.1 The Customer shall be deemed to have accepted the Goods and/or Services unless the Customer notifies SolarKing Ltd otherwise within 7 days of the earlier of: inspection of the Goods by the Customer or delivery of the Goods or provision of the Services to the Customer.
9.2 – No goods shall be returned to SolarKing Ltd without SolarKing Ltd’s prior written approval.
9.3 – Any goods returned must be returned within 7 days of SolarKing’s approval of said return of goods.
10. – Liability
10.1 – Except as otherwise provide in this Contract or by statue, SolarKing Ltd shall not be liable:
10.1.1 – for design drawings supplied by the Customer, engineering reports or any permits that may be required according to the New Zealand Building Code, or by any local government body including but not  limited to any city, district or regional council.
11. – Consumer Guarantees Act
11.1 – The guarantees contained in the Consumer Guarantees Act 1993 are excluded if the Customer acquires Goods and/or Services from SolarKing Ltd for the purposes of a business in terms of sections 2 and 43 of that Act.
12. – Guarantee and Warranty
12.1 – SolarKing Ltd guarantees, for a period of 5 years from the date of this Contract, against faulty workmanship provided that this guarantee shall not apply where the Goods and/or Services have been put to use or required for applications other than that which SolarKing Ltd could reasonably expect.  Provided that this guarantee shall  not apply  if the Customer modifies any Goods supplied under this contract, or any other contract.
12.2 – No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Goods and/or Services except where the Goods are supplied or the Services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this Contract.
12.3.1 – will be carried out with reasonable care and skill; and
12.3.2 – are of such nature and quality that the Customer can expect the Services to be of any standard communicated to SolarKing Ltd by the Customer, except where SolarKing Ltd can demonstrate that the: – Customer did not rely on SolarKing Ltd’s skill or judgement; or – Customer’s expectations are unreasonable.
12.5 – Without limiting the generality of clause 12.1 hereto, Goods supplied are warranted free from defective workmanship for a period of two years from delivery provided that where the Goods are not installed by SolarKing Ltd, the Goods are correctly installed by a qualified person and subject to normal use and service. However no warranty under this clause 12.6 shall exceed that given by the manufacturer to SolarKing Ltd at the time of purchase by the Customer.
12.6 – SolarKing design systems based on electrical loads as advised by the client or to suit a schedule of loads supplied relating to a standard model system, SolarKing assume no responsibility for the performance of any system where the loads applied exceed the expressed requirement or the stated load capacity of the system.
12.7 – Battery warranty shall be as per the warranty from the battery manufacturer. SolarKing shall take no responsibility for the performance or cycle life of any battery or bank of batteries. SolarKing take no responsibility for system performance where the customer has not followed the recommended advice in regard to a back-up generator with suitable output and an auto start mechanism being installed in support of the system, or where said generator has failed due to any fault including manufacturers fault or customers use fault such as not maintaining the generator correctly including ensuring that the generator battery is fully charged and that it has sufficient fuel. All SolarKing off-grid systems are specifically designed to operate with an integrated Honda EU70 generator with an auto start mechanism and a trickle charge unit installed to maintain the charge of the generator battery.
13. – Cancellation
13.1 – SolarKing Ltd shall, without liability, and without any prejudice to any other right it has in law or in equity, have the right by notice to suspend or cancel in whole or in part any Contract for the supply of Goods and/or Services to the Customer if the Customer:
13.1.1 – fails to pay any money owing after the Due Date; or
13.1.2 – commits an act of bankruptcy as defined in section 19 of the Insolvency Act 214967; or
13.1.3 – being a company, goes into liquidation whether voluntary or compulsory or does anything or fails to do anything that would allow a receiver or manager to be appointed, or a receiver or manager to take possession of any of the Customer’s assets, or which would entitle   any person to present an application for winding up or is wound up or dissolved or placed under statutory management or enter to a scheme of arrangement with its creditors or any class thereof.
13.2 – Any cancellation or suspension under clause 15.1 of this Contract shall not affect SolarKing Ltd’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this Contract or the Customer’s obligations to SolarKing Ltd under this Contract.
14. – Miscellaneous
14.1 – The Customer shall not assign all or any of its obligations under this Contract without SolarKing Ltd’s written consent.
14.2 – SolarKing Ltd shall not be liable for delay or failure to perform its obligations if the cause of the delay is beyond its control.
14.3 – Any copyright in drawings, specification or other technical information provided by SolarKing Ltd is vested in SolarKing Ltd.
14.4 – SolarKing Ltd’s failure to enforce any of the terms and conditions contained herein shall not be deemed to be a waiver of any of SolarKing Ltd’s rights and obligations under this Contract.
14.5 – The law of New Zealand shall apply to this Contract.
14.6 – Where the terms of this Contract are at variance with the order or instruction from the Customer, this Contract shall prevail.
14.7 – Any dispute under this Contract shall be determined in the first instance by mediation provided by a professional mediation service.
14.8 – If any provision of this Contract shall be invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.