WELDWIDE ENGINEERING SERVICES LIMITED – TERMS OF TRADE

1. DEFINITIONS
   1.1 In these Terms of Trade:
   Charges means all fees, costs, expenses, charges howsoever arising payable for the Services as may be varied from time to time.
   Customer means the person/s ordering the Services as specified in any invoice, document, or order, and if there is more than one Customer, is a reference to each Customer jointly and severally.
   Goods means any goods and materials provided by Weldwide to the Customer as part of the Services.
   Order means an order for Services that has been confirmed in writing as final by Weldwide.
   Services means any services provided by Weldwide to the Customer, including without limitation engineering services
   and services related to or incidental to engineering services.
   Site means any site where the Services are provided.
   WeldWide means WeldWide Engineering Services Limited, its successors and assigns or any person acting on behalf of
   and with the authority of WeldWide Engineering Services Limited.
   
   
2. APPLICATION
   2.1 These Terms of Trade apply to all Services provided by WeldWide to the Customer. By requesting or accepting any Services from WeldWide, the Customer is deemed to have accepted these Terms of Trade and will be immediately bound by them.
   2.2 These Terms of Trade constitute the entire agreement between the parties in relation to the provision of Services and
   supersede all prior agreements, promises, understandings, oral or written, between WeldWide and the Customer, and shall take precedence over any of the Customer’s terms and conditions.
   2.3 WeldWide reserves the right to amend these Terms of Trade at any time. Any amended Terms of Trade will be placed on WeldWide’s website (www.weldwide.co.nz) and shall apply to any Services provided to the Customer following the date they are placed on the website, unless the amended Terms of Trade specify a later date from which they are to apply.
   
   
3. PRICES AND PAYMENT
   3.1 The Customer agrees to pay WeldWide the Charges as set out in the Order, Schedule of Charges or as otherwise notified to the Customer from time to time.
   3.2 Payment shall be due prior to the payment due date stipulated in the relevant invoice, or if no payment due date is stipulated, prior to the 20 th day of the month following the date of the invoice or as otherwise agreed in writing between the parties.
   3.3 Payment of all amounts owing to WeldWide must be made by bank deposit in accordance with the details set out in the relevant invoice or such other payment method that is agreed in writing between WeldWide and the Customer.
   3.4 Unless otherwise expressly specified in writing:
   a) The Charges do not include GST.
   b) Any prices quoted by WeldWide for the provision of Services are estimates only, and WeldWide reserves the right to vary the Charges payable for any Services at any time based on (without limitation) the actual resources used and costs incurred in providing the Services to the Customer.
   3.5 WeldWide reserves the right to require that payment of Charges be made in full in advance for any Services to be provided.
   3.6 If the Customer fails to make payment by the due date, without prejudice to WeldWide’s other rights and remedies under these the Terms of Trade or at law:
   a) WeldWide may provide written notice to the Customer specifying the default and requiring payment within seven (7) days from the date of the notice. Unless payment has been made by the Customer in full, WeldWide may suspend performance of the Services any time after expiration date of the notice.
   b) Regardless of whether the Services have been suspended, WeldWide may charge interest on overdue amounts from the date payment falls due to the date of payment at the rate of 5% per month, which shall accrue and compound on a daily basis on the total amount outstanding from the due date through until the date payment is made in full. The Customer shall indemnify WeldWide for all expenses, costs, fees and disbursements including legal and debt collection agency fees incurred by WeldWide in recovering amounts duly payable by the Customer.
   3.7 All payments by the Customer to WeldWide shall be made without set-off or deduction of any kind.
   
   
4. PROVISIONS OF SERVICES
   1.1 WeldWide will provide the Services in accordance with the Order.
   1.2 Any timelines for provision of the Services are estimates only. WeldWide will have no liability to the Customer for any delay in the provision of Services.
   1.3 The Customer undertakes that it will provide to WeldWide all necessary information needed to provide the Services and warrants that all information provided is accurate and complete. WeldWide accepts no responsibility for any loss, damages or costs howsoever arising from inaccurate or incomplete information provided by the Customer.
   1.4 The Customer is responsible for:
   a) Obtaining (at its expense) all licenses, approvals, applications and permits that may be required for the Services, that are not included in any documents provided by WeldWide.
   b) Carrying out any checks and due diligence required for the Services to be provided.
   c) Ensuring that all instructions it gives to WeldWide comply with all applicable laws and requirements of any authority and do not infringe any third-party intellectual property rights.
   
   
5. SITE ACCESS
   1.5 The Customer will provide WeldWide with suitable access to any Site(s) necessary in order to the perform the Services.
   1.6 In providing access to any Site, the Customer will comply with, and will ensure its personnel comply with the Health and Safety at Work Act 2025 (and any successor legislation), any regulations under that Act, and any rules, standards, approved codes of practice and other regulatory requirements relating to health and safety, including but not limited to:
   a) Have appropriate health and safety procedures and protocols in place in relation to the Site;
   b) Ensure all persons accessing the Site are notified of all such health and safety procedures and protocols in advance of accessing the Site; and
   c) Consult, co-operate with and co-ordinate activities with (as applicable) WeldWide and any other persons who may have a health and safety duty in relation to the same matter on the Site.
   5.2 The Customer will be responsible for any of WeldWide’s equipment stored at a Site and will ensure such equipment is adequately protected and secured from damage or theft. If any of WeldWide’s equipment is damaged or destroyed at the Customer’s Site, the Customer will promptly arrange (at its cost) for the damage to be repaired or for the equipment to be replaced to the satisfaction of WeldWide.
   
   
6. TITLE AND RISK
   1.7 Title in all Goods supplied by or on behalf of WeldWide will transfer to the Customer upon the latter of:
   a) The Customer taking possession of the Goods; or
   b) WeldWide receiving the payment for the Goods.
   1.8 Title to all equipment used by WeldWide in providing the Services shall remain with WeldWide at all times.
   6.2 Risk in all Goods transfers to the Customer upon dispatch from WeldWide’s premises unless otherwise agreed in writing.
   
   
7. VARIATION AND CANCELLATION
   7.1 WeldWide may cancel an Order at any time before the Services are provided to the Customer by giving written notice. On giving such notice WeldWide agrees to repay to the Customer any sums paid in respect of the Charges for that specific Order. WeldWide shall not be liable for any loss or damage whatsoever arising from such cancellation.
   7.2 The Customer may not vary or cancel an Order in any way without WeldWide’s prior written approval to the variation or cancellation. Such written approval will not be effective until the date on which WeldWide’s consent to the variation or cancellation in writing.
   7.3 If the Customer varies or cancels an Order, without prejudice to any other rights WeldWide may have, the Customer must pay the Charges and WeldWide’s reasonable expenses, which may include (without limitation):
   a) A portion of the Charges reflecting the amount of work completed up to the date on which the termination (or variation) takes effect;
   b) Any direct costs WeldWide has incurred or committed to; and/or
   c) Costs resulting from termination (or variation) of any agreements WeldWide has with suppliers and subcontractors.
   
   
8. DEFAULT
   8.1 If the Customer defaults on any of its obligations or breaches any part of the Terms of Trade, the full balance of all unpaid monies will be immediately due and payable by the Customer, and WeldWide may, without limitation, cancel the Order and the Terms of Trade and/or retain all monies paid without prejudice to any other rights and without being liable in any way to any party.
   8.2 The Customer shall not commence or continue, or permit to be commenced or continued, any suit or action against WeldWide while the Customer has defaulted under any part of the Terms of Trade.
   8.3 The Customer shall be in default of these Terms of Trade if it has committed an act of insolvency, including receivership, liquidation (voluntary, court appointed or interim), or voluntary administration, or enter into a creditor compromise.
   
   
9. PRIVACY ACT 2020
   9.1 By engaging WeldWide’s Services, the Customer authorises WeldWide to:
   a) Access, collect, retain and use the Customer’s information, for the purposes of:
   (i) Assessing creditworthiness (including any overdue fines balance information held by the Ministry of Justice); or
   (ii) Marketing products and services, retaining records of Services, and being able to contact the Customer in the future about Services provided.
   b) Disclose the Customer’s information, to any credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying the Customer’s default.
   9.2 In circumstances that the Customer is an individual, the authorisations under clause 9.1 are authorisations or consents for the purposes of the Privacy Act 2020.
   
   
10. DISPUTE RESOLUTION
    10.1 The parties shall meet and discuss in good faith to settle any dispute between them arising out of these Terms of Tade.
    10.2 If the discussions referred to in clause 10.1 fail to resolve the relevant dispute within ten (10) business days, either party may (by written notice to the other party) require that the dispute be submitted for mediation by a single mediator nominated by the President for the time being of the Taranaki Sub-branch of the New Zealand Law Society (or their nominee). In the event of any such submission to mediation the parties agree:
    a) the mediator is not deemed to be acting as an expert or as an arbitrator;
    b) the mediator shall determine the procedure and timetable for the mediation; and
    c) the cost of the mediation shall be shared equally between the parties.
    10.3 Nothing in this clause limits or affects the right of WeldWide to apply to a court at any time for any urgent interlocutory relief in respect of a dispute.
    
    
11. LIMITATION OF LIABILITY
    11.1 To the maximum extent permitted by law, in no event shall WeldWide be liable to the Customer or any third party under, or in connection with these Terms of Trade or in connection the Services (whether in contract, tort or otherwise) for any consequential loss or damage, indirect or consequential loss or damage, or any economic loss, including actual or anticipated profit (or any other form of economic loss).
    11.2 The Customer acknowledges that WeldWide is not liable for any error, non-performance or breach of any of WeldWide’s obligations to the Customer or any third party under these Terms of Trade or in connection with the Services due to a direct or indirect cause outside of WeldWide’s control, or on the basis of erroneous or faulty information provided by the Customer.
    11.3 To the extent that Weld Wide’s liability is not otherwise limited or excluded, and to the fullest extent permitted by law, WeldWide’s aggregate liability to the Customer whether in contract, tort or otherwise for any loss, damage or injury in relation to the Services shall be limited to the total value of the Charges amount paid by the Customer for Services in respect of which the claims are made.
    11.4 Without prejudice to any rights or remedies of WeldWide, the Customer indemnifies and holds WeldWide harmless for any direct and indirect damage, loss or cost (including legal costs) to WeldWide or any other persons, and will protect WeldWide from any claim or proceedings against Weldwide arising out of:
    a) Any breach these Terms of Trade by the Customer;
    b) Any negligent act or omission by the Customer (or any of its employees, representatives or subcontractors); or
    c) Any fraud, misrepresentation or wilful default by the Customer.
    11.5 Except as expressly provided in these Terms of Trade, all representations and warranties (statutory, express or implied), are expressly excluded to the fullest extent permitted by law.
    11.6 Except as expressly provided in these Terms of Trade, WeldWide makes no warranty or representations as to the state, quality or fitness of the Services for any purpose, and all representations and warranties (statutory, express or implied), are expressly excluded to the fullest extent permitted by law.
    
    
12. SUBCONTRACTORS
    12.1 The Customer agrees that WeldWide may subcontract all or any part of its obligations under these Terms of Trade without the prior written consent of the Customer.
    
    
13. INTELLECTUAL PROPERTY
    13.1 All intellectual property rights of WeldWide remain the property of WeldWide.
    13.2 Any new intellectual property created in connection with the provision of the Services becomes the property of WeldWide when it is created.
    
    
14. GENERAL
    14.1 Assignment: The Customer shall not directly or indirectly assign or transfer any of its rights or liabilities under these Terms of Trade to any other person without obtaining WeldWide’s prior written consent.
    14.2 Authority to bind: The Customer warrants that it has the power to enter into these Terms of Trade and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that these Terms of Trade create binding and valid legal obligations on it.
    14.3 Severance: Should any part or provision of these Terms of Trade be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to such extent as possible, the original business purpose of the part or provision in a valid and enforceable manner and the remainder of the Terms of Trade will remain binding on the parties.
    14.4 Waiver: No failure or delay on the part of WeldWide in exercising any power or right under these Terms of Trade will operate as a waiver, nor will any single or partial exercise of such right or power preclude any other or future exercise of the same, or any other right or power under these Terms of Trade.
    14.5 No Amendment: No amendment to these Terms of Trade shall be effective unless it is in writing and agreed to by WeldWide.
    14.6 Governing Law: These Terms of Trade shall be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.