The following terms and conditions are applicable to the provision of electrical services and goods/materials (“Electrical Work”) by Dan Wood Electrical Limited (“DWE”) . No other terms, conditions or deviations from these terms and conditions shall be binding unless accepted in writing by an authorised representative of DWE In the event of a conflict between these terms and conditions and any accompanying documentation, the terms and conditions of the most recent documentation shall prevail. If the Customer orders or accepts Goods or Services, the Customer will be deemed to have accepted these Terms. Unless otherwise stipulated in writing, the Customer agrees that the Customer has no right to withhold or retain part of any payment that is due as security for or to ensure performance by DWE of its obligations under any contract.
1. Plans and Specifications
Copyright and ownership in all drawings, specifications and other technical information provided by DWE in connection with the contract is vested in DWE. Where DWE has followed plans and specifications provided by the Customer or their agent, the Customer shall indemnify DWE against all damages, penalties, costs and expenses in respect of which DWE may become liable through the utilisation of those plans and specifications.
2. Quotation and Acceptance
When requested by the Customer DWE shall produce a formal quotation for the Customer for the Electrical Work. The quotation shall be subject to the clarifications and exclusions set out in the documentation accompanying these terms and conditions and shall be valid for a period of fourteen (14) days from the date specified on the quotation or may then be subject to variance. The Customer shall accept the quotation by clearly stating so in a reply email to DWE, or by signing the acceptance form accompanying the quotation and signing a copy of any plans and specifications attached to the quotation, if provided. The acceptance of the quotation in the manner specified in this clause shall constitute a binding contract and acceptance of the terms and conditions contained herein. In the absence of a quote and acceptance as provided for above, any work undertaken by DWE will be deemed to be on the basis of payment for labour and materials at the rates set out in clause 3 below.
The customer shall inform DWE of any variations of, or additions to, the original quotation, prior to the work being commenced. Any works beyond the scope of the original quotation shall be at the customers expense and will be charged at the standard charge-out rate at the time the requested variations are accepted by DWE. These rates are subject to change at any time as Dan Wood Electrical Ltd determines. The customer has the right to request pricing before such work is carried out. The goods or services of the additional Electrical Work shall be priced either on the same basis as the price applicable to the original work under the quotation, or at such other price as DWE may determine in its absolute discretion. Except as expressly provided in these terms and conditions, all variations or alterations to the scope of the Electrical Work shall be binding on the parties, including any adjustment to the contract price. Any changes required as a result of any ambiguous drawings or any other documentation provided by the Customer or their agent will be treated as a variation to the Electrical Work.
In the event that the Customer wishes to cancel the contract for the Electrical Work at any time after acceptance of the quotation, the Customer shall pay all actual and reasonable costs and expenses incurred by DWE together with a reasonable administration fee, provided that the Customer shall not be entitled to cancel the contract once the Electrical Work has commenced without the prior consent in writing of DWE. DWE shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods or services to the Customer if the Customer fails to pay any money owing after the due date, or if the Customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967, or if liquidation proceedings are commenced in relation to the Customer, or if the Customer shall otherwise become bankrupt or insolvent, or if any other event occurs which evidences a lack of credit worthiness or insolvency on the part of the Customer. Any cancellation or suspension by DWE pursuant to this clause shall not affect DWE’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 DWE under these terms and conditions.
The price of the Electrical Work shall be the price stated in the quotation (if any) or otherwise as set out in clause 2 above, together with all extras selected by the Customer and subject to variation in accordance with clause 3. The price quoted for the Electrical Work excludes GST. GST shall be payable by the Customer in addition to the price quoted. Where no price is stated in writing or agreed, the goods and/or services shall be deemed to be sold and/or supplied at the current price applying at the date upon which the invoice for the goods or services is issued to the Customer.
Notwithstanding anything contained in this clause or the quotation, the price of the goods and/or services may be increased by the amount of any reasonable increase in cost of supply of the goods or services between the date upon which the quotation is delivered to the Customer and the date upon which the goods or services are supplied and where such increase is beyond the reasonable control of DWE.
6. Invoicing & Payment
Payment for the Electrical Work shall be made in full within seven (7) days of the date of the invoice, unless specified otherwise or as per the Conditions of DWE. Where the Electrical Work is to be carried out over a period exceeding 14 days, or where parts to complete the Electrical Work must be procured in advance by DWE, at DWE’s sole discretion a progress payment may be required and will be invoiced to the customer. The customer agrees to pay any debt collection charges and other expenses incurred by DWE in the recovery of outstanding amounts on the customer’s account. DWE reserves the right to charge interest on all overdue accounts at the daily rate of 12.5% per annum from the due date for payment until the date when payment is made and all expenses and costs (including legal costs as between solicitor and client and debt collection fees) incurred by DWE in obtaining or attempting to obtain a remedy for the failure to pay. The Customer may not deduct or withhold any amount (whether by way of a set-off, counterclaim or otherwise) from any money owing to DWE. Failure by DWE to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations DWE has under this contract. DWE may, at its sole discretion, require payment of a deposit by the Customer prior to processing any order or starting the delivery of any goods or services. An administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this clause.
Unless agreed otherwise in writing DWE will invoice for any work:
i. In the case of work that is ongoing, monthly at the end of each month for work not previously invoiced,
ii. In the case of other work, on completion of that work.
7. Commencement and Completion
The Customer acknowledges that any estimates as to the time frames for the commencement and completion of the Electrical Work are approximate only. DWE will use all reasonable endeavours to ensure the Electrical Work is commenced and completed within the time frame specified but shall not be liable for any delay or failure to do so. DWE shall not be responsible for any delays caused by separate or nominated subcontractors. In no case shall DWE be liable for any loss or damage resulting either directly or indirectly from a failure to complete works by any specific date. Should any delays occur the Customer agrees that all costs incurred by DWE and resulting from such delays will be charged as a variation to the contract price. DWE will endeavour to have goods delivered on the agreed delivery dates but will not be held liable for late delivery. Late delivery does not entitle any Customer to cancel any order or part order. DWE shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control. 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 implied.
8. Repair of Defects
DWE shall at its sole cost rectify any defects in the materials or workmanship which are notified to DWE within ninety (90) days of completion of the Electrical Work and within a reasonable time of receiving written notification of those defects. DWE shall not be liable under this clause to remedy:
i. defects covered by a manufacturer’s or supplier’s guarantee that is available to and may be enforced by the Customer;
ii. defects in or damage caused by work undertaken by the Customer or any of the Customer’s contractors.
9. Risk and Insurance
Any goods supplied by DWE shall be at the sole risk of DWE until the earlier of payment for the goods and delivery of the goods to the Customer.
Ownership of any goods and/or materials supplied as part of the Electrical Work shall not pass to the Customer until all amounts owing by the Customer to DWE in respect of the goods and/or materials have been paid in full. The Customer acknowledges and agrees that by assenting to these terms & conditions, the Customer grants a Purchase Money Security Interest to DWE, as that term is defined in the Personal Property Securities Act 1999 (“PPSA”), in all goods and/or materials supplied by DWE to the Customer. The Customer irrevocably grants DWE the right to enter upon the Customer’s property or premises, without notice, and without being in any way liable to the Customer or to any third party, if DWE has cause to exercise any of DWE’s rights under section 109 of the PPSA, and the Customer shall indemnify DWE from any claims made by any third party as a result of such exercise. DWE and the Customer agree that nothing in sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA will apply to these terms and conditions, or the security interest under these terms and conditions. The Customer will be responsible to DWE for any costs or damages incurred in reclaiming and disposing of the unpaid goods and/or materials. Such costs include but are not limited to loss in value, cost or repossession, damaged premises and recovery, storage, resale and legal costs, on a solicitor and client basis. These costs shall be recoverable as a debt due to DWE by the Customer.
11. Warranty and Liability
Except where applicable law expressly requires otherwise, DWE is not liable in any event for any special, indirect or consequential damage, loss or injury of any kind, or for any loss of business, profit, data or anticipated savings, suffered by the Customer or any other person, however caused, even if DWE had been advised of the possibility of such damage, loss or injury. Insofar as DWE may be liable, the maximum liability of DWE, whether in contract, tort (including negligence), equity, under statute or otherwise for any loss, damage or injury arising directly or indirectly from any breach of DWE ’s obligations under the agreement is, except where applicable law expressly requires otherwise, limited, at the option of DWE to the lesser of the following:
1. If the breach relates to Goods:
(a) The replacement of the Goods or the supply of equivalent Goods;
(b) The repair of such Goods;
(c) The payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(d) The payment of the cost of having the Goods repaired;
2. If the breach relates to Services:
(a) The supplying of the Services again; or
(b) The payment of the cost of having the Services supplied again.
DWE is not liable for any failure or delay in performing an obligation in these Terms if it is due to a cause reasonably beyond its control.
12. Personal Guarantee
In consideration for DWE agreeing to complete the Electrical Work at the request of the Customer, where the Customer is a company or trust, the directors or trustees signing this contract also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to DWE the payment of any and all moneys owed by the Customer to DWE and indemnify DWE against non-payment by the Customer.
The Customer authorises DWE to contract either as principal or agent for the provision of goods or services. Where DWE enters into a contract of the type referred to in this clause the Customer agrees to pay any amounts due under that contract. Any list of proposed subcontractors supplied by DWE is provided on a without prejudice basis and DWE reserves the exclusive right to change subcontractors without adjustment to the quotation.
14. Dispute Resolution
In the event of a dispute or disagreement arising between DWE and the Customer the party with a grievance may give written notice to the other party specifying the nature of the dispute or disagreement, the remedy sought and requiring that the dispute or disagreement be determined and settled in accordance with this clause. On receipt of the notice, the parties shall each appoint a representative who has authority to determine the grievance or dispute, and those two representatives shall meet as soon as reasonably possible to see if they can determine the grievance. All discussions, meetings and correspondence between the two representatives shall be deemed without prejudice and without concession of liability and shall not be used by either party in any later proceedings unless:
(a) Both parties agree, or
(b) The two representatives reach agreement, but one party fails to honour such agreement.
If the two representatives cannot within fourteen (14) days of being appointed reach agreement on how the grievance or dispute is to be determined, the parties shall refer the dispute to an independent expert who is acceptable to both parties.
If the parties cannot or do not agree on an independent expert within three (3) days of the first suggestion of a suitable person, either party may ask the Electrical Workers Registration Board to nominate a person to act as an independent expert and the first person so nominated who is able and willing to be appointed shall be deemed the independent expert for the purposes of this clause. The independent expert shall:
(a) Set his or her own rules and procedure for the resolution of the grievance or disagreement
(b) At all times act in good faith and in an unbiased way
(c) Promptly hear and determine the dispute
(d) Provide a written decision (with reasons for that decision) if requested by either party.
The independent expert’s:
(a) Decision shall be binding on both parties:
(b) Costs shall be paid equally by the parties unless the independent expert decides otherwise in his or her decision.
Notwithstanding anything contained in clause 14, disputes in excess of ten thousand dollars ($10,000.00) shall be referred at DWE’s sole discretion to arbitration under the Arbitration Act 1996 or any subsequent Act passed in its place.