Terms & Conditions of Trade

By trading with Advanced Air Solutionz LTD, you agree to the following Terms & Conditions of Trade.

Table of contents
  1. DEFINITIONS
  2. RETENTION OF TITLE
  3. PERSONAL PROPERTIES SECURITES ACT
  4. PRICE
  5. PAYMENT
  6. CONSTRUCTION CONTRACTS ACT 2002
  7. AGREEMENT TO MORTGAGE
  8. QUOTATION
  9. RISK
  10. AGENCY
  11. RETURN OF GOODS
  12. LIMITATION OF LIABILITY
  13. CONSUMER GUARANTEES ACT
  14. WARRANTY
  15. CANCELLATION
  16. COLLECTION AND USE OF INFORMATION
  17. MISCELLANEOUS
  1. DEFINITIONS
    1. “Advanced Air Solutionz” shall mean Advanced Air Solutionz Ltd, or any agents or employees thereof.
    2. “Customer” shall mean the customer, any person acting on behalf of or with the authority of the customer, or any person purchasing goods or services from Advanced Air Solutionz Ltd.
    3. “Goods” shall mean all goods supplied by Advanced Air Solutionz Ltd to the customer, including, but without limitation, structural steel beams and wielded components.
    4. “Services” shall mean all services provided by Advanced Air Solutionz Ltd to the customer and shall include without limitation the provision of all steel work, installation, all charges for labour and work, hire charges, insurance charges, all costs and charges associated with a change to the original order or quote, or any fee or charge whatsoever associated with the supply of services by Advanced Air Solutionz Ltd to the customer.
    5. “Price” shall mean the cost of the goods or services as agreed between Advanced Air Solutionz Ltd and the customer subject to clause 4 of this contract.
    6. “PPSA” refers to the Personal Property Securities Act 1999.
    7. “Financing statement”, “financing change statement”, “security interest”, “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and all related terms have the meanings given them by the PPSA.
    8. “Residential construction contract”, “payment claim”, “progress payment” and all related terms have the meanings given them by the Construction Contracts Act 2002.
  2. RETENTION OF TITLE
    1. Ownership of, or title in, the goods shall not pass to the customer until the customer has paid to Advanced Air Solutionz Ltd the invoiced price for all goods in the customer’s possession at time of payment, provided also that if the goods become fixtures then that shall not extinguish or diminish the obligation of the customer to pay Advanced Air Solutionz Ltd.
    2. The customer agrees with Advanced Air Solutionz Ltd that they shall treat the security interest in the goods as a continuing and subsisting security with priority over a registered general security and any unsecured creditors despite the fact of the goods having become fixtures at any time before payment has been made for them.
  3. PERSONAL PROPERTY SECURITIES ACT
    1. In consideration of Advanced Air Solutionz Ltd supplying the goods to the customer, at the request of the customer, the customer, by signing these Terms of Trade:
    2. Grants to Advanced Air Solutionz Ltd a purchase money security interest (“PMSI”) as defined by the PPSA in the goods; and
    3. Agrees that any of the goods or proceeds of sale of the goods coming into existence after the date of these Terms of Trade will come into existence subject to the PMSI granted herein and the terms of these Terms of Trade without the need for any further action or agreement by any party; and
    4. Acknowledges that the customer has received valuable consideration from Advanced Air Solutionz Ltd and agrees that it is sufficient; and
    5. Agrees that the PMSI has attached to all goods supplied now or in the future to the customer and that the attachment of the PMSI has in no way been deferred or postponed from the date recorded herein.
    6. Advanced Air Solutionz Ltd reserves the right to register a financing statement in respect of any goods supplied by Advanced Air Solutionz Ltd to the customer pursuant to these Terms of Trade and in respect of which credit has been extended by Advanced Air Solutionz Ltd to the customer. The costs of registering a financing statement or a financing change statement shall be paid by the customer and may, where applicable, be debited against the customer’s credit account with Advanced Air Solutionz Ltd.
    7. The customer waives their right to receive a copy of the verification statement confirming registration of a financing statement, or a financing change statement relating to the security interest under these Terms of Trade.
    8. The customer shall promptly, on request by Advanced Air Solutionz Ltd, execute all documents and do anything else reasonably required by Advanced Air Solutionz Ltd to ensure that the PMSI created by these Terms of Trade constitutes a perfected security interest over all goods supplied.
    9. The customer shall not agree to allow any person to register a financing statement over any of the goods supplied by Advanced Air Solutionz Ltd without the prior written consent of Advanced Air Solutionz Ltd and will immediately notify Advanced Air Solutionz Ltd if the customer becomes aware of any person taking steps to register a financing statement in relation to such goods.
    10. The customer shall not allow the goods to become accessions or commingled with other goods unless Advanced Air Solutionz Ltd has first perfected any security interest that Advanced Air Solutionz Ltd has in relation to the goods.
    11. If Advanced Air Solutionz Ltd perfects any security interest that Advanced Air Solutionz Ltd has in relation to the goods, the customer shall not do anything that results in Advanced Air Solutionz Ltd having less than the security or priority granted by the PPSA that Advanced Air Solutionz Ltd assumed at the time of that perfection, subject only to the rights of a mortgagee pursuant to a registered mortgage under the Land Transfer Act 1952.
    12. The customer irrevocably grants to BAdvanced Air Solutionz Ltd 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 Advanced Air Solutionz Ltd has cause to exercise any of Advanced Air Solutionz Ltd’s rights under section 109 of the PPSA, and the customer shall indemnify Advanced Air Solutionz Ltd from any claims made by any third party as a result of such exercise.
    13. Advanced Air Solutionz Ltd 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 of Trade, or the security interest under these Terms of Trade.
  4. PRICE
    1. Where no price is stated in writing or agreed to orally the goods or services shall be deemed to be sold at the current price applying at the date on which the invoice for the goods or services is issued to the customer.
    2. The price may be increased by the amount of any reasonable increase in the cost of supply of the goods or services that is beyond the control of Advanced Air Solutionz Ltd between the date of the contract and delivery of the goods or providing of the services.
  5. PAYMENT
    1. Payment for goods or services shall be made in full on or before the 20th day of the month following either the month in which the invoice is issued or the month in which the goods are delivered, whichever is the earlier (“the due date”).
    2. Without limiting the application of clause 5.1, if Advanced Air Solutionz Ltd decides to issue a payment claim pursuant to the Construction Contracts Act 2002 then the progress payment set out in the payment claim shall become due and payable as set out in the said Act being 20 working days after the payment claim is served on the customer.
    3. Interest may be charged on any amount owing after the due date at the rate of 3% per month or part month.
    4. Any expenses, disbursements and legal costs incurred by Advanced Air Solutionz Ltd in the enforcement of any rights contained in this contract shall be paid by the customer, including any reasonable solicitor’s fees or debt collection agency fees.
    5. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
  6. CONSTRUCTION CONTRACTS ACT 2002
    1. The parties acknowledge that all provisions of the Construction Contracts Act 2002 shall apply to this contract except where inconsistent with this contract.
    2. The parties further acknowledge that all provisions of the said Act, including those sections listed in section 10 of the said Act, shall apply to this contract even if it is a residential construction contract as that term is defined by the said Act.
  7. AGREEMENT TO MORTGAGE
    1. For better securing the price of the goods or services supplied pursuant to these Terms of Trade, Advanced Air Solutionz Ltd shall have the right to mortgage or charge the property of the customer to which the goods and services are being supplied, or any other property owned by the customer.
    2. The terms of such a mortgage shall incorporate such covenants and conditions as are included in Memorandum of Mortqage 1995/4004, or the most current Auckland District Law Society all obligations Memorandum, which Memorandum(s) is registered at the various land registries of Land Information New Zealand.
    3. The customer hereby irrevocably nominates and appoints Advanced Air Solutionz Ltd to be the attorney of the customer for the purposes of giving and executing in favour of Advanced Air Solutionz Limited a registrable Memorandum of Mortgage as described in this clause 7.
    4. For the purposes of this clause “property” means real property.
  8. QUOTATION
    1. Where a quotation is given by Advanced Air Solutionz Ltd for goods or services:
      1. The quotation shall be valid for one month from the date of issue; and
      2. The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
    2. Where goods or services are required in addition to the quotation the customer agrees to pay for the additional cost of goods or services.
  9. RISK
    1. The goods remain at Advanced Air Solutionz Ltd’s risk until the delivery to the customer, but when title passes to the customer pursuant to clause 3 of this contract the goods are at the customer’s risk whether delivery has been made or not.
    2. Delivery of goods shall be deemed complete when Advanced Air Solutionz Ltd gives possession of the goods for delivery to the customer, or possession of the goods is given to a common carrier, or other bailee for the purposes of transmission to the customer.
    3. The time agreed for delivery shall not be an essential term of this contract unless the customer gives written notice to Advanced Air Solutionz Ltd making time of the essence.
    4. Where Advanced Air Solutionz Ltd delivers goods or provides services to the customer by installments and Advanced Air Solutionz Ltd fails to deliver or supply one or more installments the customer shall not have the right to repudiate the contract but shall have the right to claim compensation as a severable breach.
    5. Notwithstanding clause 9.4 above, the customer shall not be entitled to claim compensation, or take any legal action in regard to a failure to supply, unless and until Advanced Air Solutionz Ltd has received written notice of such a failure and has been given 10 working days to remedy that failure.
  10. AGENCY
    1. The customer authorises Advanced Air Solutionz Ltd to contract either as principal or agent for the provision of goods or services that are the subject-matter of this contract.
    2. Where Advanced Air Solutionz Ltd enters into a contract of the type referred to in clause 10.1 it shall be read with and form part of this agreement and the customer agrees to pay any amounts due under that contract.
  11. RETURN OF GOODS
    1. The customer shall be deemed to have accepted the goods unless the customer notifies Advanced Air Solutionz Ltd otherwise within 10 working days of delivery of the goods to the customer.
    2. 11.2 No goods will be accepted for return by Advanced Air Solutionz Ltd without prior approval.
  12. LIMITATION OF LIABILITY
    1. Except as otherwise provided by statute Advanced Air Solutionz Ltd shall not be liable for:
    2. Any loss or damage of any kind whatsoever whether suffered or incurred by the customer or another person whether such loss or damage arises directly or indirectly from goods or services or advice provided by Advanced Air Solutionz Ltd shall not be liable for any consequential loss or damage of any kind including without limitation any financial loss; and
    3. Except as provided in this contract Advanced Air Solutionz Ltd shall not be liable in contract, or in tort, or otherwise for any loss, damage, or injury beyond the value of the goods or services provided by Advanced Air Solutionz Ltd to the customer; and
    4. The customer shall indemnify Advanced Air Solutionz Ltd against all claims of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Advanced Air Solutionz Ltd or otherwise, brought by any person in connection with any matter, act, omission, or error by Advanced Air Solutionz Ltd its agents or employees in connection with the goods and services.
  13. CONSUMER GUARANTEES ACT
    1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods and services from Advanced Air Solutionz Ltd for the purposes of a business in terms of section 2 and 43 of that Act.
  14. WARRANTY
    1. No representation, condition, warranty or premise expressed or implied by law or otherwise applies to goods or services except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
    2. Advanced Air Solutionz Ltd does not provide any warranty that the goods are fit and suitable for the purpose for which they are required by the customer and shall not be liable if they are not.
    3. Without limiting the generality of clause 13.1 hereto new parts are warranted free from defective workmanship and material for a period of one year from delivery provided that such parts are correctly installed by a qualified person and subject to normal use and service however no warranty shall exceed that given by the manufacturer to the customer at the time of purchase.
  15. CANCELLATION
    1. Advanced Air Solutionz Ltd 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 solvency on the part of the customer.
    2. Any cancellation or suspension under clause 15.1 of this agreement shall not affect Advanced Air Solutionz Ltd’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 Advanced Air Solutionz Ltd under this contract.
  16. COLLECTION AND USE OF INFORMATION
    1. The customer authorises Advanced Air Solutionz Ltd to collect, retain and use any information about the customer for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any goods and services provided by Advanced Air Solutionz Ltd to any other party.
    2. The customer authorises Advanced Air Solutionz Ltd to disclose any information obtained to any person for the purpose set out in clause 16.1.
    3. Where the customer is a natural person the authorities under clauses 16.1 and 16.2 are authorities or consents for the purposes of the Privacy Act 1993.
  17. MISCELLANEOUS
    1. The customer shall not assign all or any of its rights or obligations under this contract without the written consent of Advanced Air Solutionz Ltd.
    2. Advanced Air Solutionz Ltd shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
    3. Failure by Advanced Air Solutionz Ltd 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 Advanced Air Solutionz Ltd has under this contract.
    4. The law of New Zealand shall apply to this contract except to the extent expressly negatived or varied by this contract.
    5. Where the terms of this contract are at variance with the order or instruction from the customer, this contract shall prevail.
    6. Any dispute shall be determined in accordance with the provisions of the Arbitration Act 1996.
    7. 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 impaired.
    8. Failure to meet credit worthiness will constitute reason for cancellation of contract by Advanced Air Solutionz Ltd without incurring any costs.
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