Terms & Conditions

  • DEFINITIONS
    • “Steelguard” shall mean Steelguard Limited.
    • “Agreement” means these terms and conditions and any other quotation, acceptance or other writing recording the terms of supply of the Goods.
    • “Contract” means the contract between Steelguard and the Customer for the purchase of the Goods of which these Terms and Conditions forma part.
    • “Customer” shall mean the Customer or any personacting on behalf of and with the authority of the
    • “Goods” shall mean all goods, chattels, or services, provided by Steelguard to the Customer and without limitation shall include all charges for labour and work, installation services, or any fee or charge associated with the supply of Goods by Steelguard to the Customer.
    • “Price” shall mean the cost of the Goods as agreed between Steelguard and the Customer subject to clause 0.
    • “Terms and Conditions” means Steelguard’s terms and conditions as may be varied in writing from time to time.
  • ACCEPTANCE
    • Any instructions received by Steelguard from the Customer for the supply of Goods shall constitute acceptance by the Customer of these terms and conditions.
  • INFORMATION
    • The Customer acknowledges that it has authorised Steelguard to collect information about the Customer from any person, use any information it holds about the Customer, and disclose information about the Customer to any person, in the course of Steelguard’s business, including (but without limitation) credit assessment, debt collection and direct marketing activity.
    • If the Customer is an individual, the Customer is entitled under the Privacy Act 1993 to access and request the correction of any personal information which Steelguard holds about the Customer.
  • PRICE
    • Subject to clause 0, where no price is stated in writing or agreed to orally the Goods shall be deemed to be sold at the usual price for such Goods sold by Steelguard at the time of the agreement, taking into account Steelguard’ usual labour and materials rates.
    • The Price may be increased by the amount of any reasonable increase in the cost of supply of the Goods that is beyond the control of Steelguard between the date of the agreement and delivery of the
    • An allowance has been made for ‘consultancy’ work (CAD shop drawings etc.) to ensure a good working relationship. Only two drawing revisions have been allowed for. Additional charges will apply if more than two revisions are required.
    • Unless explicitly noted in our offer, our price doesn’t include PS1, PS2 or PS4 costs.
  • PAYMENT
    • Subject to any provision to the contrary in the Contract, or otherwise agreed by Steelguard in writing, payments shall be made on or before the 20th day of the month following the date of delivery and/or the supply of the Goods.
    • Steelguard may require payment for Goods supplied from time to time, to be paid by the Customer by way of direct debit authority. The Customer, will upon request by Steelguard, provide a signed direct debit authority to Steelguard, together with any necessary information required by Steelguard to register the direct debit authority with the Customer’s bank and otherwise ensure the validity of the Customer’s authority for initiating direct debit payments.  Steelguard may withhold delivery or provision of Goods pending receipt and registration of the Customer’s direct debit authority.
    • Any additional payment due by the Customer pursuant to any of the provisions of the Contract shall be added to the contract price and paid at the time provided for payment of the contract price in the Contract or in these Terms and Conditions.
    • If at any time any payment due to Steelguard under the Contract is not paid when due or if Steelguard at any time considers the ability of the Customer to meet its payment obligations under the contract is in doubt, Steelguard may suspend the Contract until full payment is received and/ or require security for payment and may by notice suspend performance of its obligations under the Contract until payment is received and/ or security is provided to the satisfaction of Steelguard.  All costs and expenses of or incurred by Steelguard as a result (direct or indirect) of such suspension and any recommencement shall be payable by the Customer upon demand.
    • Where the payment terms between Steelguard and the Customer provide for any maintenance, performance or other form of payment retention to be held by the Customer, Steelguard shall be entitled in lieu of any such retention to provide the Customer with a performance bond in favour of the customer and in the amount of the retention that would otherwise be held issued on terms usual in the construction industry by Steelguard’s trading bank.
    • The Customer shall not be entitled to withhold payment or to make any deductions or set off from the price of the Contract without the prior written consent of Steelguard.
    • The Vendor may apply any payments received from or on behalf of the Customer in the reduction of amounts owing in such order and manner as Steelguard thinks fit (despite any direction to the contrary and whether before or after the occurrence of an event of default).
    • Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part
    • Steelguard will provide the Customer with a GST invoice by the end of the calendar month in which the Goods supplied or, in the case of an adjustment note, in a timely manner.
    • The Customer shall also be liable to pay all expenses and legal costs of Steelguard (calculated as between solicitor and own client) in remedying any failure by the Customer to make payment on the due date or any other breach by the Customer of the Contract, such expenses and costs being calculated up to the date of payment by the Customer and/or the remedying of the breach of the Contract by the Customer.
  • QUOTATION
    • Where a quotation is given by Steelguard for Goods, the quotation shall be valid for 30 calendar days from the date of issue.
    • On acceptance the quoted Price is the price the Customer agrees to pay, unless otherwise agreed in writing.
    • Where Goods are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods.
    • The items mentioned in the quotation (where the Contract arises from a quotation by Steelguard) or the terms contained in Steelguard’s confirmation of order (where the Contract arises from an order by the Customer) together with these Terms and Conditions shall be the conditions of the Contract. All other conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, mechanicability or otherwise (whether of a like nature or not) and whether expressed or implied by law, trade, custom or otherwise are expressly excluded and in the case of any conflict between an order submitted by the Customer and Steelguard’s confirmation of order and these Terms and Conditions, Steelguard’s confirmation of order and these Terms and Conditions shall prevail.  No agent or representative of Steelguard is authorised to make any representations, warranties, conditions or agreements not expressly confirmed by Steelguard in writing and Steelguard is not in any way bound by any such unauthorised statements nor can any such statements be taken to form the Contract or part of the Contract with Steelguard whether collateral or otherwise.
  • AGENCY
    • The Customer authorises Steelguard to agree eitheras principal or agent for the carriage, storage, or protection of the Goods and any such agreement will be made upon the terms and subject to the conditions of any bill of lading or any other forms or terms of agreement for carriage, whether by sea, road, rail or air.
    • Where Steelguard enters into an agreement of the typereferred to in clause 1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that agreement.
  • DELIVERY OF THE GOODS
    • Delivery shall be made at the place indicated in the Contract or if no place shall be indicated in the Contract (and in the case of sales ex-works), delivery shall be made at Steelguard’s premises. If the Customer fails or refuses or indicates to Steelguard that he will fail or refuse to take or accept delivery, then the Goods shall be deemed to have been delivered when Steelguard was willing to deliver them.
    • Steelguard reserves the right to deliver the Goods by instalments and Steelguard shall be entitled to require that each instalment be regarded as a separate contract under the same provisions as the Contract. Should Steelguard fail to deliver or make defective delivery of one or more instalments this shall not entitle the Customer to repudiate the Contract.
    • Without prejudice to any other rights and remedies which it may have, Steelguard may charge storage, transportation and disposal expenses and may in addition receive from the Customer any additional costs, charges and expenses incurred by it if the Customer fails or refuses to take or accept delivery or indicates to Steelguard that it will fail or refuse to take or accept delivery at the time specified in the Contract or at any such other times as Steelguard is able to deliver the Goods.
    • The Customer shall give to Steelguard reasonable notice of the dates and times at which and the quantities in which the Goods to be delivered. Steelguard shall be entitled to make an additional charge of an amount to be determined by Steelguard for deliveries made before 7.30am or after 5.00pm on weekdays, before 7:30am or after 11am on Saturdays and at any time on Sundays and statutory holidays.
    • The Customer shall provide suitable access to and a suitable area for unloading the Goods in all weather conditions. Damage to footpaths, kerbs, drains, verges or other property caused by any of Steelguard’s vehicles in the course of deliveries beyond the kerb line, shall be the Customer’s responsibilities and the Customer shall indemnify and hereby indemnifies Steelguard from and against all costs, expenses, claims, actions and liabilities whatsoever in connection therewith.
    • The Customer shall at its own cost ensure that the Goods are unloaded immediately upon arrival of Steelguard’s delivery vehicle(s). In the case of unloading by mechanical means, Steelguard shall not be bound to dispatch its delivery vehicle(s) until it is satisfied that the equipment required to unload the Goods is on site and ready for operation.  Steelguard shall not be responsible for any malfunction of or damage caused to any such equipment in the course of unloading the Goods and the Customer shall indemnify Steelguard from and against all costs, expenses, claims, actions and liabilities whatsoever in connection therewith.
    • Steelguard shall be entitled to charge waiting time for delays by the Customer in unloading the Goods by whatever means and handling charges for any unloading work carried out by Steelguard. Such charges shall be at Steelguard’s current rate from time to time.
    • Steelguard will endeavour to have the Goods delivered on the agreed delivery dates, but will not be held liable for late delivery. Late delivery does not entitle the Customer to cancel any order or part order of the Goods.
    • Notwithstanding these Terms and Conditions, any claim for Goods damaged in transit or during unloading or for alleged short delivery of Goods, must be noted on the delivery docket at the time of delivery (as it pertains to damage) and notified to Steelguard within two days after the date of delivery (as it pertains to both damages and short delivery).
  • RISK AND PROPERTY IN THE GOODS
    • The risk in the Goods supplied by Steelguard to the Customer shall pass to the Customer upon delivery pursuant to clause 0 or receipt of the Goods but the ownership in them shall not pass to the Customer until the Customer has paid for the same and discharged all outstanding indebtedness to Steelguard whatsoever. Receipt by Steelguard of any cheque or other bill of exchange or any promissory note shall not be deemed to be payment or conditional payment until the same has been honoured or cleared and until such time shall not prejudice or affect the rights, powers or remedies of Steelguard against the Customer and/or the Goods.
    • Until payment in full of the purchase price for the Goods and all outstanding indebtedness to Steelguard has been paid and Steelguard has released the Security Interest:
      • the Customer shall separately store the Goods in such a way that it is clear that they are the property of Steelguard; and
      • in the event of a default in accordance with the provisions of the Contract, the Customer hereby irrevocably gives Steelguard, its agents and servants leave and licence without the necessity of giving any notice whatsoever to enter on and into any premises occupied by the Customer to search for and remove any of the Goods supplied to or in which Steelguard has ownership as aforesaid or a Security Interest, without in any way being liable to the Customer or any person or company claiming through the Customer and if the Goods or any of them become accessions and are wholly or partially attached to or incorporated in any other property, Steelguard may disconnect or sever them in any way whatsoever as may be necessary to remove the Goods; and
      • all costs, claims, proceedings, damages and expenses of or incurred by Steelguard as a result of any such action together with transportation and storage charges and legal costs (as between solicitor and own client) shall be payable by the Customer upon demand. Any suspension of the Contract by Steelguard shall not prevent it terminating the Contract during the period of suspension.
    • In the event that the Customer is not purchasing the Goods for the Customer’s own use and until payment in full of the purchase price and all outstanding indebtedness has been made, the Customer acknowledges and agrees as follows:
      • that the Goods supplied are held by the Customer as bailee to be sold by it as agent for and on behalf of Steelguard; and
      • if the Goods have been resold by the Customer prior to payment in full of the outstanding indebtedness of the Customer to Steelguard, then any book debts thus created in the proceeds of resale shall be the property of Steelguard for an amount not more than such indebtedness, which shall be held in trust by the Customer for Steelguard and the proceeds shall be placed in a separate Bank account in such a way as to be identifiable as being to the beneficial ownership of Steelguard; and
      • the authority conferred on the Customer by clause 3(a) may be revoked by written notice from Steelguard at any time if Steelguard deems the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations under the Contract or any other agreement between Steelguard and the Customer and shall be deemed to be automatically revoked on the happening of any event of default described in these Terms and Conditions. The Purchaser must promptly advise Steelguard of any event of default or any action by third parties (including any of its creditors) affecting Steelguard’s interest in the Goods.
    • The Vendor may bring an action for monies owed even where the ownership of the Goods has not passed to the Customer.
  • PERSONAL PROPERTY SECURITIES ACT 1999 (“the PPSA”)
    • Without limiting the provisions of these Terms and Conditions, the Customer and Steelguard acknowledge and agree that pursuant to the PPSA:
      • these Terms and Conditions:
        • create a Security Interest in, and constitute a Security Agreement in respect of the Goods in favour of Steelguard; and
        • confirm that the Goods constitute the Collateral until payment in full has been made to Steelguard for the Goods and the Security Interest has been released by Steelguard; and
        • hereby create in favour of Steelguard, a Security Interest in respect of each item supplied by Steelguard and all present and after acquired property being Goods supplied by Steelguard to the Customer; and
        • confirm that the Security Interest attaches to the Collateral when the Goods are delivered to or received by the Customer pursuant to clause 0 hereof; and
      • Steelguard may forthwith register a financing statement in respect of the Security Interest; and
      • the Customer undertakes:
        • to promptly do all things necessary and sign all documents and provide all information which Steelguard may reasonably require to enable Steelguard to perfect and maintain the perfection of its Security Interest; and
        • to give Steelguard not less than 14 days prior written notice of any proposed change of the Customer’s name and any of the Customer’s details and not to allow any non-purchase money security interest to arise in respect of the Goods unless Steelguard has perfected its Security Interest prior to the Customer taking delivery of the Goods or alternatively the Customer has provided a priority to Steelguard in respect of the Security Interest of Steelguard over the non-purchase money security interest; and
        • not to permit the Goods to become Accessions or commingled with other goods or mass;
      • to the extent permitted by law, the Customer and Steelguard contract out of Part 9 of the PPSA in that:
        • the rights and obligations contained in sections 114(1)(a), 125, 129, 132, 133 and 134 of the PPSA do not apply between the Customer and Steelguard; and
        • the Customer waives its rights contained in sections 121 and 131 of the PPSA and the right to receive any financing statement or financing change statement from Steelguard pursuant to section 148 of the PPSA.
      • The Purchaser agrees that the Security Interest has the same priority in relation to all amounts owing by the Purchaser from time to time.
    • DELAY
      • If any time for delivery of the Goods and Services or completion of the Contract or any part thereof is stated in the Contract, such time shall be approximate only and shall not be deemed to be of the essence of the Contract.
      • Steelguard shall not be liable for failure to deliver or for any delay in delivery where such failure or delay is occasioned by strike, combination of workmen lockout, difficulty in procuring components or materials, shortage of labour, lack of skilled labour, delays in transit, failure or delay to the Customer in performing any of its obligations hereunder, failure or delays by suppliers or subcontractors, legislative Government or other prohibitions or restraints, fire, flood, hostilities, commotions or other causes whatsoever (whether similar in nature or not to the foregoing) beyond Steelguard’s reasonable control.
      • If the manufacture, supply or delivery of the Goods and Services is delayed by reason of or as a result of any act, omission, default or request by or on behalf of the Customer, Steelguard may without prejudice to its other rights and remedies require payment by the Customer of such portion of the contract price as represents the extent to which Steelguard has performed the Contract or carried out work required by the Contract up to the date such payment is required together with any expenses or additional costs incurred by Steelguard as a result of such delay continuing beyond a reasonable time and/or Steelguard may, without prejudice to its other remedies terminate the Contract.
    • RETURN OF GOODS
      • The Customer shall be deemed to have accepted the Goods as suitable and complying with specification unless the Customer notifies Steelguard otherwise within 48 hours of delivery or installation of the Goods to the Customer.
      • If the Goods are validly rejected according to clause 1 the Customer shall pay for the delivery of the returned Goods to Steelguard whereby the Customer shall be entitled to a credit for the purchase price of the Goods.
    • LIABILITY
      • Except for such warranties which cannot be excluded by virtue of the Consumer Guarantees Act 1993 (the CGA) or any amending or substituting legislation, all warranties, descriptions, representations or conditions whether implied by law, trade, custom or otherwise are, and all liability of Steelguard, whether in tort (including negligence) contract or otherwise, is expressly excluded to the fullest extent permitted by law.
      • The warranties and guarantees implied by the CGA or any amending or substituting legislation, all warranties, descriptions, representations or conditions whether implied by law, trade, custom or otherwise and all liability of Steelguard, whether in tort (including negligence) contract or otherwise, are expressly excluded in relation to the Goods purchased for the purposes of a business.
      • The total liability of Steelguard for any loss, damage or injury arising directly or indirectly from any defect in or non-compliance of any of the Goods or any other breach of Steelguard’s obligations shall in any case be limited, except where statutes expressly require otherwise, to the lesser of the purchase price of the Goods complained of, the cost of repairing or replacing the Defective Goods and/or the actual loss or damage suffered by the Customer.
      • Steelguard shall not be liable in any event for any consequential, indirect or special damage, loss or injury of any kind suffered by the Customer or any other person.
      • While Steelguard will make every effort to ensure the accuracy of any advice, recommendation, information, assistance or service provided by Steelguard in relation to the Goods manufactured or the Goods supplied by Steelguard on their use or application, Steelguard does not accept liability or responsibility in respect thereof.
      • Where the Customer supplies the Goods in trade to a person acquiring them for business purposes, it must be a term of the Customer’s contract with the purchaser that the CGA or any amending or substituting legislation does not apply in respect of the Goods so sold.
      • The Customer agrees to indemnify Steelguard against any liability or cost incurred by Steelguard under the CGA or any amending or substituting legislation as a result of any breach by the Customer of the obligations contained in these Terms and Conditions. Nothing in these Terms and Conditions is intended to have the effect of contracting out of the provisions of the CGA or any amending or substituting legislation, except to the extent permitted by that Act and these terms are to be modified to the extent necessary to give effect to that intention.
    • DEFAULT, PAYMENT AND PAYMENT VALIDITY
      • If the Customer defaults in the due payment of any moneys payable to Steelguard under the Contract or if the Customer commits any act of bankruptcy, enters into any composition or arrangement with its creditors (or in the case of a company), does any act which would render it liable to be wound up or have a receiver or a manager appointed over its property, Steelguard, without prejudice to any other right it has at law or in equity may at its option suspend or terminate the Contract and payment of the Goods delivered and performed up to the date of such suspension or termination and any other moneys payable hereunder shall immediately become due and payable and Steelguard may enforce the Security Interest, under the PPSA as recorded in these Terms and Conditions, in the Goods. In any of the foregoing events, Steelguard also reserves the right as agent of the Customer to enter upon the land or premises where the Goods are situated without notice and take possession of and remove the Goods from the said land or premises at any time convenient to Steelguard and Steelguard shall not be responsible for any consequential loss or damage to the said land or premises or any person removing the same. The Customer agrees to obtain all consents necessary to enable Steelguard to take possession of the Goods and indemnifies Steelguard against all liability in connection with such entry into the said land or premises and the taking possession and removal of the Goods.  Steelguard may resell the Goods and any of the Goods in the possession of Steelguard and apply the proceeds in or towards payment of the Contract price.  All costs, claims, proceedings, damages and expenses of or incurred by Steelguard as a result of any such action together with transportation, storage charges and legal costs (as between solicitor and own client) shall be payable by the Customer upon demand.  Any suspension of the Contract by Steelguard shall not prevent it terminating the Contract during the period of suspension.
      • The Customer acknowledges that Steelguard continues to supply the Customer on the condition that all payments received by Steelguard from the Customer are valid and are made in the ordinary course of the Customer’s business.
      • The Customer further acknowledges that Steelguard receives all payments in the ordinary course of the Customer’s business, in good faith and in the reasonably held belief as to the validity of those payments unless and until the Customer gives notice in writing to Steelguard:
        • that the Customer is unable to pay its debts; and
        • that the Customer’s intention or purpose in making such payment is to enable Steelguard to receive more towards the satisfaction of its debt than it would otherwise have received or have been likely to have received in any liquidation of the Customer, and until receipt of such notice all payments received from the Customer are deemed to be made in the ordinary course of the Customer’s business.
  • COPYRIGHT AND INTELLECTUAL PROPERTY
    • Steelguard shall retain ownership of all intellectual property and copyright of all documents, designs, and ideas associated with the Goods and the Customer shall be entitled to use them only for the use for which they were intended and supplied by Steelguard.
  • WARRANTY
    • Where the provisions of the Consumer Guarantees Act 1993 are excluded pursuant to clause 12 the Goods are warranted free from defective workmanship and materials for 1 year from installation provided that the Goods are correctly installed by a qualified person and subject to normal use and
    • Steelguard warrants that it will repair or make good any defects in materials or workmanship (“the Defective Goods”) arising within the period specified in the Contract or, where no time as specified within 14 days from the date of delivery of the Goods and Services. No claim shall be accepted under such warranty unless written notice of the claim is received by Steelguard as soon as reasonably possible after the defect is discovered nor shall any claim be accepted:
      • if any attempt to repair the Defective Goods is made by any person or persons not authorised by Steelguard to effect such repairs; or
      • if the Defective Goods have been modified or incorrectly stored, maintained, installed or operated.
    • Should Steelguard elect to repair any of the Defective Goods, such repair shall be effected at such place as Steelguard may specify and the Customer shall be responsible for shipment of the Defective Goods to the place or places specified.
    • In the event that the Goods and Services or any component or components thereof are not manufactured or provided by Steelguard then the foregoing warranty shall not apply to such Goods or Services, component or components as are not manufactured or provided by Steelguard and no warranties are given by Steelguard in respect of such Goods and Services, component or components. In the case where the manufacturer or supplier of any such Goods and Services, component or components provides any warranty then Steelguard shall make such warranty available to the Customer. The Customer acknowledges that all such warranties are published from time to time by Steelguard and copies of such warranties are available to the Customer at any time upon request.
    • If Steelguard fails to perform its warranty obligations under clause 2 hereof Steelguard’s liability for such failure shall be limited to damages which shall be subject to the limitations contained in clause 13.0 hereof.
  • JURISDICTION
    • The law of New Zealand shall apply to this agreement except to the extent expressly negated or varied by this agreement.
  • PREVAILING
    • Where the terms of this agreement are at variance with the order or instruction from the Customer, this agreement shall prevail.
  • NON-WAIVER
    • All the original rights, powers, exemptions and remedies of Steelguard shall remain in force notwithstanding any neglect, forbearance or delay in the enforcement thereof. Steelguard shall not be deemed to have waived any condition unless such waiver shall be in writing under the signature of Steelguard or an authorised officer thereof and any such waiver, unless the contrary shall be expressly stated shall apply to and operate only in a particular transaction, dealing or matter.
  • GUARANTORS
    • Any personal guarantee made by any third party shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this agreement. The guarantors and Customer shall be jointly and severally liable under the terms and conditions of this agreement.
  • CANCELLATION
    • Steelguard shall, without any liability, and without anyprejudice 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 agreement for the supply of Goods to the Customer if the Customer fails to pay any money owing after the due date or the Customer is insolvent, bankrupt, or placed in receivership or voluntary administration.
    • Any cancellation or suspension under clause 1 shall not affect Steelguard’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this agreement.
  • FORCE MAJEURE
    • Steelguard shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its reasonable control.
  • ASSIGNMENT
    • The Customer shall not assign all or any of its rights or obligations under this agreement without the written consent of Steelguard.
  • MISCELLANEOUS
    • If any provision of this agreement 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.
    • No allowance has been made for special works relating to possible asbestos or other similar type hazards that may be associated with the work.  Therefore such any special requirements are excluded from this quote and will be an additional cost.