1. DEFINITIONS

In these Conditions, unless the context otherwise requires:
“Acceptance Letter” means the letter from Zenith to the Customer accepting the Customer’s Order;
“Anniversary Date” means each anniversary of the Commencement Date;
“Commencement Date” means the later of the date specified as the commencement date in the Proposal and the date for commencement (if any) set out in Zenith’s Acceptance Letter;
“Customer” means the party described in the Proposal to whom the Goods and Services are to be provided;
“Customer’s Order” means the order provided by the Customer to Zenith notifying Zenith as to which of the options set out in the Proposal it wishes to proceed with;
“Fees” means the fees quoted in the Proposal;
“Force Majeure” means strikes, fires, acts of God, war, riots or any acts of any body politic;
“Goods” means the spare parts to be supplied to the Customer, described in the Proposal or otherwise as required for Zenith to perform the Services for the Customer;
“GST” means the goods and services tax imposed in New Zealand by the GST Law;
“GST Law” means New Zealand Goods and Services Tax Act 1985;
“Initial Term” means the period of twelve (12) months from the Commencement Date;
“Products” means the products described in the Proposal;
“Proposal” means the written proposal provided by Zenith to the Customer;
“Renewal Date” means during the Initial Term, the first anniversary of the Commencement Date and thereafter, each Anniversary Date;
“Services” means the services to be provided by Zenith to the Customer as described in the Proposal and confirmed by Zenith in its Acceptance Letter;
“Special Conditions” means the special conditions attached to the Proposal;
“Term” means, subject to early termination in accordance with these Conditions, the Initial Term and any extension of that period pursuant to these Conditions; and
“Zenith” means Zenith Heaters Limited.

2. PROPOSAL

2.1 Unless previously withdrawn, a Proposal is valid for thirty (30) days from the date of issue or such other period as is stated
in it and is subject to withdrawal or change at any time. Any Proposal is a mere invitation to treat and does not constitute a
contractual offer.
2.2 The Customer’s Order shall be taken to be an offer incorporating all these Conditions. Zenith reserves the right to accept the
Customer’s Order in whole or in part. A contract for the supply of Goods and Services will not come into existence until Zenith has
signed its Acceptance Letter.
2.3 Once Zenith has signed its Acceptance Letter, the Customer may not alter or modify the Customer’s Order unless the written consent
of an authorised employee of Zenith is obtained.

3. GOODS AND SERVICES

3.1 Zenith agrees to provide the Goods and Services for the Products at the frequency described in the Proposal on Business Days
between the hours of 7.30am to 4.30pm during the Term in consideration of payment of the Fees by the Customer to Zenith and subject to
these Conditions.
3.2 Notwithstanding any other provision of these Conditions, Zenith is under no obligation to provide the Goods and Services in cases
where, in Zenith’s opinion: work has been carried out on any of the Products by unauthorised persons; there has been negligent abuse
or misuse of any of the Products; work was performed upon any of the Products contrary to the manufacturer’s or Zenith’s
specifications; Force Majeure has occurred; damage has been caused to any of the Products by the Customer or its servants, agents,
consultants, or contractors; any of the Products have been removed or reinstalled by unauthorised persons; there have been
fluctuations in electrical power, water supplies, water purity, ventilation and temperature; or use of any of the Products under
environmental, power or operating conditions has been beyond the limits or constraints specified by Zenith. If Zenith chooses to
undertake the Services or provide the Goods in the above circumstances, such goods or services, will be invoiced to the Customer
separately.
3.3 Zenith reserves the right to quote for replacement of product if the unit is deemed uneconomical to repair based on age (after 8 years) and condition. In this case a pro rata credit for the balance of the contract value on that unit will be refunded or credited toward the new product.

4. PAYMENT

4.1 In consideration of Zenith supplying the Goods and Services to the Customer, the Customer will pay the Fees as requested by Zenith.
4.2 The Customer acknowledges and agrees that the Fees are non−refundable notwithstanding early termination by either party under
these Conditions.
4.3 Zenith may vary the Fees on giving written notice to the Customer thirty (30) days before any Renewal Date.
4.4 In the event of non payment of any amounts due and payable by the Customer to Zenith under these Conditions, Zenith may, after having
notified the Customer, suspend its performance of its obligations under these Conditions until payment of the outstanding amount is
made to Zenith.
 

5. TERM

5.1 The Customer must notify Zenith at least thirty (30) days before any Renewal Date that it does not wish the Services to be performed or
Goods supplied after the Renewal Date. Any failure by the Customer to give such notice will result in the automatic extension of these Conditions for a period of twelve (12) months commencing on the day after the Renewal Date on the same terms and conditions as in these
Conditions.

6. WARRANTY AND LIABILITY OF ZENITH
6.1 To the extent permitted by law, liability of Zenith for breach of this contract by Zenith or negligence of Zenith or for breach of any conditions or warranty implied by any law in New Zealand shall be limited to one of the following at the Company’s option:
(a) In the case of supply of goods:
(i) the replacement of the Goods or the supply of equivalent Goods;
(ii) the repair of the Goods;
(iii) the payment of the costs of replacing the Goods or of acquiring equivalent Goods; or
(iv) the payment of the cost of having the Goods repaired.
(b) In the case of supply of services:
(i) the supplying of such services again; or
(ii) the payment of the cost of having such services supplied again.
6.2 To the full extent permitted by law all other warranties or liabilities imposed or implied whether by law or by statute are expressly negatived.
6.3 Customer shall assume all risk and liability resulting from the use of the Goods either alone or in conjunction with other Goods or materials even if Company had or should have had prior knowledge of use to which the Goods would be put.
6.4 To the extent permitted by law, the Company is not liable to the Customer for any indirect or consequential losses, loss of profits or use, any rectification costs or third party claims in connection with providing Goods.

7. TERMINATION
7.1 The Customer may terminate any agreement for the supply of the Goods or Services provided the written approval of an authorised employee of Zenith has been obtained and the Customer agrees to pay any loss as determined and specified by Zenith. Any Fees outstanding for the balance of any Term remaining will be payable in full.
7.2 Zenith may immediately terminate its obligations under these Conditions, without incurring any liability to the Customer if:
(a) The Customer fails to pay the Fees by the due date;
(b) the Customer fails to observe any of these Conditions and fails to rectify such non-observance to the reasonable satisfaction of Zenith within fourteen (14) days of receipt of a notice of breach from Zenith, specifying the nature of the breach; or
(c) the Customer is insolvent in the opinion of Zenith or has an administrator appointed or a receiver appointed in respect of any or all of its assets, or an order is made or a resolution is passed for winding up or liquidation of the Customer.
(d) The equipment under agreement is deemed beyond economical repair.

8. SEVERABILITY

If any provision of these Conditions is void or unenforceable, that provision will be severed without invalidating the remaining provisions.


9. ENTIRE AGREEMENT

9.1 These Conditions, the Special Conditions, the Proposal, the Customer’s Order and the Acceptance Letter constitute the entire
agreement of the parties about its subject matter and any previous agreements, understandings and negotiations on that subject
matter cease to have any effect.
9.2 If there is any inconsistency between these Conditions, the Special Conditions, the Proposal, the Customer’s Order and the
Acceptance Letter, the order of precedence of these documents is as follows:
(a) The Acceptance Letter;
(b) These Conditions;
(c) The Proposal; and
(d) The Customer’s Order.

10. GOVERNING LAW

These Conditions are governed by the law in force in New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of that New Zealand.