These Terms of Trade apply to any supply of goods or services to a customer by E-Station Limited. These Terms include any written quote from us for those Goods and Services.
1. Acceptance
1.1 You accept these Terms by engaging us to supply the Goods or Services, using any of our apps or software, using our Services, or paying any deposit or other amount. These Terms prevail over any purchase order or other communication, unless we agree otherwise.
1.2 If you are purchasing or using our Goods or Services on behalf of another person, you represent and warrant that you are authorised to do so. Nothing contained within these Terms prevents us from providing our Goods and Services to any other person.
2. Deposit
2.1 The deposit payable for the Goods or Services is payable upon receipt of an invoice or as otherwise notified by us. You accept that the deposit is non-refundable, except where we breach these terms.
2.2 If the sale is completed, we will apply the deposit against the total purchase price. If you pay a deposit but the transaction is not completed for any reason (except fault on our part), we will use reasonable endeavours to repurpose any Goods already ordered. Any deposit is non-refundable unless we decide otherwise (e.g. where we repurpose the Goods).
3. Quotation
3.1 Any quote for Goods and Services will be valid for 30 days from the date of the quote, unless we withdraw it before acceptance.
3.2 Where no quote is provided, the price for the Goods and Services will be calculated on a time and materials basis.
3.3 We reserve the right to charge you additional amounts if: (a) you request alterations to the specifications for the Goods and Services; or (b) we incur costs in obtaining components or services for the Goods and Services.
4. Warranty
4.1 We warrant that we will carry out the Services in a good and workmanlike manner using reasonable skill and care. We will use reasonable endeavours to meet any estimated timeframe for supply of the Goods and Services.
4.2 We may use and integrate the work of contractors or third parties in supplying the Services. We are not responsible for the performance of a contractor or third party where you instruct us to use a contractor or third party.
4.3 Any Goods supplied by us come with a one year manufacturer warranty, unless we specify otherwise. If any warranty issues arise with the Goods supplied, you must make any warranty claims through us as agent. We will then progress your warranty on your behalf directly with the manufacturer of the Goods.
4.4 To the extent permitted by law, we do not warrant that any Goods or Services supplied will meet your requirements or be fit for a particular purpose, or that they will be secure, free of viruses or other harmful code, uninterrupted or error free.
4.5 You must not disconnect any Goods from any of our cloud software, and must not connect any Goods to any third party or open charge point protocol (OCPP) cloud software without our written consent. We may charge disconnection fees if you breach this clause or if we allow you to disconnect any Goods.
5. Payment
5.1 We will invoice you for any amounts due before we supply any Goods and Services, or on later dates as we may agree from time to time.
5.2 Unless otherwise agreed in writing, you must pay any invoice no later than 7 days following the date of the invoice (the Due Date). You must pay all amounts that are due and payable under these Terms in full and without set-off or deduction of any kind.
5.3 If any payment is not made by the Due Date, we may charge default interest at the rate of 15% per annum (calculated daily from the Due Date) and may apportion payments to outstanding accounts as we see fit.
5.4 If you dispute any invoiced amount, you must pay any undisputed amount and notify us of the dispute within 10 days of the Due Date.
5.5 Unless otherwise specified, all prices for Goods and Services are in New Zealand dollars and exclude GST.
6. Collection / Delivery
6.1 If we agree that the Goods will be delivered to you, we will arrange delivery of the Goods to you and will specify any associated delivery costs that you must pay. You will be responsible for obtaining any specific insurance you require in respect of the Goods during transit.
6.2 If you are collecting the Goods and you do not collect any ordered Goods within 30 days of the Goods arriving at our premises, we reserve the right to invoice you for the remaining cost of the Goods.
6.3 If you do not collect the Goods within a further 30 days from the date of the invoice for the outstanding price of the Goods, you will forfeit the Goods to us and we may deal with the Goods in our discretion (including selling those Goods to others). If you forfeit any Goods, we may provide you with a credit for any amount paid, valid for 12 months.
7. Risk, Title & Security
7.1 Risk in the Goods and Services passes to you on the earlier of when you (or any carrier) take possession of the Goods and when title passes to you under 7.2.
7.2 Ownership and title in the Goods and Services, or any proceeds from on-sale of the Goods, will not pass until you have paid us in full for the Goods and Services and all other sums due to us on any account whatsoever.
7.3 You acknowledge that these Terms may constitute a security interest in any Goods supplied in favour of us. We may at any time register a financing statement on the Personal Property Securities Register to protect our security interest in the Goods.
7.4 You agree to: (a) waive any right to receive a copy of any financing statement, financing change statement or verification statement; and (b) sign any documentation that we may reasonably require to register a financing statement or financing change statement.
8. Liability
8.1 To the extent permitted by law, our liability is limited to the lesser of: (a) the price of the relevant Goods and Services; (b) the cost of completing any necessary repairs/remedial work; and (c) the actual loss or damage suffered by you.
8.2 If any Goods and Services are defective: (a) you must notify us in writing within 10 working days after delivery; and (b) we may, in our absolute discretion, repair, replace or re-perform any defective Goods and Services, or refund the amount paid for those Goods and Services.
8.3 To the extent permitted by law, we will not be liable for: (a) any indirect, consequential or economic loss or damage, or for any loss or profit, data revenue, production or opportunity; (b) any defective workmanship of Goods or Services supplied by any other person; or (c) any defect, delay or failure to supply the Goods and Services due to any circumstances beyond our control.
8.4 If you purchase our Goods and Services for personal or household use, you may have protections under the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 (CGA). These protections may include the right to a repair, replacement or refund under the CGA.
8.5 Except as set out in these Terms, we exclude (to the extent permitted by law) any and all conditions, guarantees, warranties or representations that might otherwise be implied by law, trade, custom or otherwise. In particular, we exclude: (a) all implied terms, conditions and warranties contained in the Contract and Commercial Law Act 2017; and (b) the guarantees contained in the CGA, where you acquire Goods and Services for business purposes in terms of sections 2 and 43 of the CGA.
8.6 You acknowledge that you are responsible for arranging your own insurance and that the Goods are at your own risk from when you (or any carrier) take delivery of the Goods.
8.7 We do not accept returns or exchanges for Goods unless they are faulty/damaged and covered by the warranty as set out in clause 4.3 or the CGA. If you find that Goods you have ordered do not meet your needs, or if you change your mind, we will only process returns or exchanges at our discretion. We may, at our sole discretion, charge a fee of up to 10% of the sale price of the Goods. You must pay any freight costs of returning the item to us.
9. Cancellation or Termination
9.1 Any order you make with us for our Services may not be cancelled unless you notify us of your wish to cancel the order in writing and you pay the cost of: (a) any Services already provided to you up to the date of the notice of cancellation; (b) any items or materials we have purchased for the order that we cannot reasonably make use of elsewhere; and (c) any other costs or liabilities we have incurred before we receive the cancellation notice.
9.2 If you breach any of these Terms, or become insolvent or unable to pay your debts when they fall due, we may: (a) suspend your account and our provision of Goods and Services; (b) enter onto any property and repossess any Goods that have not been paid for in full; (c) require immediate payment of any amounts outstanding; (d) delay or withhold the supply of any Goods and Services; or (e) immediately terminate these Terms.
10. Privacy
10.1 You authorise us to collect, retain and use information about you from any person for the purposes specified in our Privacy Policy, available at: www.e-station.co.nz. You agree we may disclose information about you to any person to the extent required to enable us to exercise any power or enforce any of our rights, remedies and powers under these terms.
10.2 On the cancellation or termination of our engagement with you, we will dispose of any personal information collected by us for the purposes of supplying the Goods and Services. We assume no liability in respect of any personal information we dispose of under this clause.
11. Force Majeure
11.1 We accept no liability for any defect, loss, damage or delay caused by strike, lockout, damage to or breakdown of plant, government interference, war, storm, fire, flood, riot, explosion, earthquake, epidemic, pandemic, force majeure or any other cause beyond our control.
12. General
12.1 We reserve the right to sub-contract any part of the supply of the Goods and Services. You must not assign any of your rights or obligations under these Terms without our written consent.
12.2 You must pay any and all costs incurred by us (including legal costs, as between solicitor and client) in the enforcement or attempted enforcement of any of our rights, remedies or powers under these Terms.
12.3 If any of these Terms are held to be invalid, void, unenforceable or illegal for any reason, such provision will be severed from these terms and the remaining provisions will continue to apply.
12.4 A failure or delay by us in enforcing a right under these terms is not a waiver of that right. Any waiver must be in writing and signed by us.
12.5 These Terms contain the entire agreement between you and us and supersede all other understandings or arrangements relating to its subject matter.
12.6 We may update these Terms at any time and the updated Terms will apply to any Goods and Services supplied after that date.
