Terms and Conditions of Trade For ThermaDura ltd
Definitions
1.    The following words and phrases have these definitions:
 

• Confirmation Deposit: price payable as a non-refundable deposit to confirm the Agreement

• Conditions:    these general terms and conditions and any agreed variations there to confirmed in writing by ThermaDura to the Customer. 

• Customer/you    the person(s), firm or company who purchases or orders the Goods from ThermaDura.    

• Delivery    the collection of Goods by you or one of your employees, contractors or agents from our premises, unless we have agreed to deliver the goods for you, in which case delivery shall mean the dispatch of the goods from our premises. If you indicate to us that you will fail or refuse to take or accept the delivery, then the goods are deemed to be delivered when we are willing to deliver them.   

• Goods        any items and services sold by ThermaDura to the Customer.    

• Thermadura/we/us    GQP Ltd and ThermaDura Ltd trading as ThermaDura.    

• Terms and Conditions of Trade means these Terms and Conditions of Trade, which refers to the agreed Specifications and is supplied with the Ministry of Business and Innovation & Employment Checklist for the direct supply of building services and goods.    

Agreement
2.    You accept that these conditions shall apply to all legal relations between you and ThermaDura to the exclusion of any other terms including any conditions, warranties or representations written or oral express or implied. 
3.    All specifications, drawings, quote and invoice descriptions issued by or on behalf of ThermaDura are intended merely to give a general description of the Goods and no person reading them may rely on anything contained therein as being a representation of fact concerning the Goods or a warranty relating as to their condition or otherwise. 
4.    Quotes given by ThermaDura are valid for 1 month from the date they are given. Any Quote issued by ThermaDura is an invitation to you to place an order for goods and services at the quoted price. ThermaDura reserves the right to increase the price of the Goods where such increase is due to any change/s requested and/or agreed by the Customer. The first quote and additional quotes are free of charge when an order is placed. If no order is placed then any work done by Thermadura beyond the first quote may be charged. This quote is based on a maximum inflation rate of 2% (e.g. material, freight). If the inflation rate rises above 2% in the time frame from payment of the Confirmation Deposit to Final Payment additional cost may incur.
5.    Anything not specifically included in the quote is excluded.
6.    Your project may require council consent. It is your responsibility to contact your local council. ThermaDura will supply all relevant information on request.
7.    ThermaDura may, in its absolute discretion, vary these Terms and Conditions of Trade from time to time. The latest version of these Terms of and Conditions of Trade can be found at https://www.woodenwindow.co.nz/termsandconditions

Delivery 
8.    Unless otherwise agreed, Goods must be collected from ThermaDura’s premises at 9 Gladstone Road Sth, Mosgiel. Dates specified by ThermaDura for delivery of Goods are an estimate only. We will make every effort to honor specified delivery dates however sometimes the availability of materials is beyond our control and therefore cannot be essential to these Terms and Conditions of Trade. ThermaDura shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in delivery of the Goods. If ThermaDura organizes the delivery using a furniture movers, the builder/customer on site has to unload the units and is responsible for having suitable equipment available. Insurance for transport of finished units from the ThermaDura workshop to the building or storage site is NOT included and has to be organized by the customer, no matter if ThermaDura transports or a third party.  
For the avoidance of doubt if - as part of a delivery or if additionally- any on-site assistance is required, ThermaDura also offers audio-visual conferencing. Costs for of audio-visual instructions carry the same hour charge as physical on- site assistance. The decision to deliver or use a third party (furniture movers), and to visit on-site or to use audio-visual means is entirely at the Thermadura’s discretion. 
9.    You are responsible to accept delivery or arrange pick upon completion of the production.  If you do not accept the delivery of the Goods at the arranged date, additional storage, handling and packing charges will be invoiced. If delivery has been arranged with Thermadura it is your responsibility to provide easy and safe access to the delivery point and to notify ThermaDura in advance of any problems. All care will be taken to minimize damage during delivery and installation of the Goods, however ThermaDura accepts no responsibility for any damage unless it is caused by the negligence of ThermaDura’s own personnel. If goods are not being picked up or cannot be delivered due to delays on site, all cost involved have to be carried by the customer (e.g. 3rd party storage, handling, packing, etc.). ThermaDura can not provide storage facilities.
9a.   If on- site glazing is required for some units, the charge out rate is $220 plus GSt per hour, ThermaDura will send 1 person on site. It is the builders/customers responsibility to have the building site prepared for the glazing, which includes manpower to assist with lifting, and- if needed- a crane. If ThermaDura's glass- robot is to be used  (additional cost), access has to be provided, otherwise the builder has to ensure that the glass is positioned in front of the units which have to be glazed. If the glazing cannot happen upon delivery and an additional trip to the building site is required, additional travel and accommodation cost will be charged out. The builder has to ensure the site and openings are  prepared for an efficient delivery and glazing process- which includes access to all units (removal of scaffolding), staff on site for the installation of all units which have to be glazed, taping and preparation of openings, flashings, blocks or any other needed items. If the site is not prepared as required ThermaDura reserves the right to unload  the units on the roadside and it is up to the builder to organize the lifting, protection and potentially glazing at his own cost. The customer also has to assure site- access for the ThermaDura truck, ThermaDura does not allow for any cranage or hi- ab cost- that is up to the builder to organize and liaise timing with ThermaDura to ensure an efficient delivery process.
10.    Upon delivery all Goods must be suitable stored immediately. Goods must be unloaded, handled and stored according to ThermaDura specifications. If not otherwise arranged in writing, the customer is responsible for unloading the units. Any risk of damage during unloading process is the customer's. Any additional delivery cost caused by e.g. access issues, lack of site- preparation or lack of manpower, etc is to be carried by customer. Add- ons, e.g. external or internal sills or reveals, or window handles are supplied loose and have to be fitted by the builder. Corner units or large joined units have to be joined on site by the builder.
11.   Care must be taken during transit and storage to protect the goods from any pressure that can cause distortion, and from rubbing against each other. Goods must not have any contact with mud, plaster or cement.

Risk and Ownership of Goods:
12.    Risk of damage to or loss of the Goods passes to you on delivery. You are deemed to have accepted the Goods upon completion of the installation work, or upon delivery or collection for a supply only sale. 
13.    Ownership in the Goods shall not pass to you until we have received cleared funds in full all sums owed to ThermaDura. Nothing in this document shall prevent ThermaDura from raising an action against the Customer for payment of the Goods. Until such time as ownership in the Goods passes to you, we are entitled, to require you to deliver up the Goods to Thermadura at any time. If you fail to do so, you authorize us to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.  

Terms of Payment 
14.    Payments dues are determined by the quote and specifications and must be paid in the following manner unless stated otherwise in the quote or confirmation document:

a.    The Confirmation Deposit of 10% (or as specified in the quote/confirmation document) is required to book a delivery date and to confirm your order. Payment of the confirmation deposit confirms acceptance of the quote. You specifically acknowledge that in consideration for the work completed by ThermaDura to date, and of the order materials and scheduling of labour required to ensure your order will be completed on time that the Confirmation Deposit is non-refundable. 
b.     A further deposit of 40% is required prior production of the goods.
c.    A progress payment of a further 30% is required once the product is assembled in our factory (before paint product is applied). 
d.    The balance of money owed is due at completion and before delivery unless otherwise stated in the Quote and Specifications. If delivery or pickup is delayed by reasons not in the responsibility of ThermaDura Ltd full payment is due at completion.  All goods must not be installed until fully paid by the Customer. Late payments may incur interest of 6% above the NZ 90 day bank bill rate for borrowing.
e.     Late payments will cause production delays, ThermaDura reserves the right to stop production until payment has been made and charge out any cost (storage, admin, handling, etc.) to the customer.
f.      If not specified differently, payment is due within 5 days of receipt of invoice/invoice date (whichever is earlier). 
g.      Any legal fees connected with late payments or contract- breaches to be paid by the customer.
h.     Quote pricing is based on acceptance in full (excluding options) as per scope of works quoted for. Reduction in scope of works may result in a price increase for remaining works unless prior negotiated. This is a no- retentions- quote.
i.     All prices quoted  (in a quote and the final confirmation) are based on a maximum inflation rate/material cost increase of 2% (e.g. material, freight). If the inflation rate/material cost increase more than 2% in the time frame from acceptance of quote and payment of the Confirmation Deposit to confirming the final sizes and configurations, additional cost caused by cost increases may incur and will be passed on.
15.    All prices are for supply only. Delivery and installation is the responsibility of the Customer if not arranged with ThermaDura. Payments over $5,000 must be made by bank transfer or bank cheque. Payments for service visits or  installations must be made on a weekly- basis if not otherwise arranged. All payments must be made without setoff or reduction. ThermaDura may apportion payments to outstanding accounts of the Customer as it sees fit.

Cancelled or changed orders
16.  Where an order is cancelled or changed, or payments not received on time, ThermaDura reserves the right to cancel the order, or/and invoice all or part of the full price in accordance with the amount of work carried out on the order and costs incurred up to the time such cancellation is, or changes are, accepted by ThermaDura in writing. You specifically acknowledge that pursuant to Clause 14a the Confirmation Deposit is non-refundable, and ThermaDura reserves the right to charge out all cost caused by cancellations or changes of booked orders, including legal fees and scheduled labour cost.
16.1  Right to Cancel Due to Unforeseen Circumstances
         Force Majeure: ThermaDura reserves the right to cancel, suspend, or delay any contract or obligation under these Terms in the event of unforeseen circumstances beyond our reasonable control ("Force Majeure Events"). Such events include, but are not limited to:
         -  Unavailability of key personnel due to injury, illness, or other personal circumstances.
         -  Political events, including government restrictions, sanctions, or civil unrest.
         -  Freight or transportation disruptions
         -  Supply chain interruptions or shortages.
         -  Natural disasters, including earthquakes, floods, hurricanes, or other acts of nature.
         -  Any other events or circumstances that ThermaDura cannot reasonably influence or control.
In the event of a Force Majeure Event, ThermaDura will make reasonable efforts to notify you of the cancellation, suspension, or delay as soon as practicable. ThermaDura shall not be liable for any loss, damage, delay, or failure to perform resulting from a Force Majeure Event. This includes, but is not limited to, financial losses, missed deadlines, or any consequential damages.


Additional Works & Installation, Adjustment and required maintenance
17.    Any work additional to that specified in the Specification and Quote will be carried out on an hourly rate plus materials plus GST. 
18.    Travel costs (time, km and accommodation charges & expenses) must be paid by the Customer. 
19.    Improper installation, handling & maintenance by you or your agents, contractors or employees voids all warranties. Detailed adjustment, operation and maintenance instructions are available from ThermaDura. ThermaDura is not responsible for any damage caused by improper installation, handling, operation or neglect by the customer or a third party. All Goods are pre-fabricated. Any damage caused by a modification made to the Goods by an external installer is the responsibility of the Customer. All instructions provided by ThermaDura must be read and understood by the installer, if you don’t understand please ring and discuss; we are here to help. All units are factory adjusted- the builder has to re-adjust the units after installation if needed. ThermaDura charges $220 plus GST per hour plus expenses and -if applicable- travel cost to review, advise on and if necessary fix issues that are or were caused by improper installation or adjustments by you or your builder/agent/etc. The decision to visit on-site or to use audio-visual means is entirely at the Thermadura’s discretion. 
19.1 Hardwood sills will be coated with a product selected at ThermaDura's discretion, as sills require more frequent maintenance intervals. Due to the use of a different timber species and coating product, the color of the sills will vary from that of the windows and doors.
20.   Nothing in these Terms binds ThermaDura to remedying a problem that was not caused by ThermaDura. We will try to help but if time constraints prevent our attendance you may need to get your own builder to attend the problem.

Complaints 
21.    Movement in the timber is unlikely but may occur, this is usually caused by changes in the environment and or extreme levels of heat or moisture. ThermaDura is not liable for timber movement but will attempt to rectify. 

21.a  OAK timber can also be flatsawn and has visible textures/can have small healthy knots. This is not a product fault but typical for this timber species.
22.    Finishing products may look slightly darker or lighter in some areas. In some rare cases resin can become visible (especially North- facing, darker colours or stains) through the paint. The appearance of resin or bleeding is not a fault, and does not affect weather tightness.
23     Any units wider than 4m might have finger-joints visible in the timber.
24.    If you live in a very harsh climate or if your home is North-facing, close to the sea, or has no protection then you may need to repaint at more regular intervals.  This is not a fault of the product.
25.  Timber can bleed and/or change colour over time- the extend depends on the exposure to UV, exposure to water, timber species and what finish was used. This is not a product fault.
26.  At the ThermaDura factory we adjust all goods for optimal performance. Any follow up adjustment required during/after installation must be done by the builder or customer. ThermaDura will provide instructions on how to adjust the goods.  If further instructions are required via a site visit from ThermaDura or their representative, travel cost plus an hourly rate of $220 plus GSt will apply. The decision to visit on-site or to use audio-visual means is entirely at the Thermadura’s discretion. 
27.   ThermaDura does not give a warranty for the finish. Where there are minor cracks or discolouration ThermaDura will supply touch up paint.
28.   In specific environmental conditions glass panes can condensate on the outside- this is a naturally occurring phenomenon which is not a fault in the glass or window.  On request ThermaDura can supply information from the glass supplier as to acceptable qualities and exclusions.
29.   Timber windows (NatureLine- range) are glazed with silicone inside and out. The silicone has the purpose to make the units watertight. Thermadura does not supply a "dregree of smoothness" for the silicone line- inaccuracies, particularly, but not only, in the corners, are not a product fault.
30.  All blinds- internal or external- are supply only and have to be installed and programmed according to the installation instructions by the customer/builder. For motorized units a licensed electrician has to connect the units. ThermaDura offers a return to base warranty -units have to be send back by the customer to ThermaDura's office. Any cost to retrieve the blinds, scaffolding or similar are not part of the warranty. Damages caused by third parties (installation, handling, programming) or weather effects are not covered.  ThermaDura advises that external blinds can have long delivery times, thus should always be designed to be fitted at a later stage to not interrupt the building process.
31.   All Chalet windows and doors feature exterior recycled hardwood. This hardwood is intentionally designed to have an aged, rustic appearance, which may include visible cracks, saw marks, nail holes, and variations in color. These characteristics are inherent to the product and do not constitute grounds for complaint. The recycled hardwood used in Chalet products is treated with a distinct finishing product. To maintain its appearance, this finish must be regularly reapplied; failure to do so will result in the timber naturally weathering to a grey patina over time.
32.   Thermal Stress: damages to glazing can occur caused by thermal stress to the glass- this is not a product fault and no responsibility of ThermaDura Ltd.


Measuring, sizes and hardware
33.    ThermaDura supplies the conservatories, windows or doors according to the specifications which need to be confirmed by your builder/yourself by signing the ThermaDura order confirmation. Thermadura will provide clear drawings for you to check the sizes and will be pleased to advise you what to check for.
34.   All provided CAD-drawings are to be used for over-all measurements only. Hardware placement is indicative only and not all hardware is being displayed. Hardware used is of our standard hardware specifications- later complaints about hardware functionality or placment will not be accepted. All doors which are speciifed as having a key lock are keyed- alike. If the customer is in doubt ThermaDura expects the customer or builder to clarify any questions before the order-confirmation will be signed. 
35.  The customer, architect or builder is responsible to check the suitability of the hardware for their particular situation. All units are factory adjusted. It is up to the builder or customer to re- adjust them on site after installation. ThermaDura provides detailed adjustment instructions.
36.   All units with two Low-E coatings (triple glazing) are by default symmetricly: panes 2 and 5. Any variation has to be confirmed by ThermaDura in writing
37.    All hardware contains standard finishes by default- any specific coating of the hardware ( e.g. for seaside- protection) need to be specifically requested by the customer and has to be confirmed in writing by ThermaDura. Those special coated hardware parts have longer delivery times and incur a surcharge.
38.    Any connection of MT-S locks (motorized locks) with devices such as home automation systems, electric door openers, or any other devices must be performed by a licensed electrician. ThermaDura is not responsible for: 
          - The setup of such systems or networks  and 
          - Ensuring compatibility between these systems and the motorized door lock or other components supplied by ThermaDura. ThermaDura's responsibility is limited to supplying the motorized locking system for a door. All connections and installations are the responsibility of a qualified electrician or other specialist.
39.  The customer, architect or builder need to enquire about the specific measurements for the hardware components which may not to be displayed on the provided CAD-drawings.

Customer guarantees act
40.    The Customers Guarantee Act 1993 does not apply if Goods are acquired for purposes of a business. Thermadura are keen to comply with the requirements of the Customer Guarantees Act 1993 and the Fair Trading Act 1986.
41.    If one or more provisions of the Therms are found to be illegal or unenforceable in any respect, the validility, legalility and enforceability of the remaining Provisions shall not  in any way be affected or impaired.

Jurisdiction
42.    These Terms and Conditions of Trade are governed by the laws of New Zealand. Place of jurisdiction is Dunedin, New Zealand.

Securing of doors (inward & outward opening)
43.    You must secure all doors to protect against wind damage. Thermadura is not responsible for any damage caused by insufficiently secured doors.

Protective Coverings
44.    The customer/builder has to make sure to protect the Goods during the building phase. Customer/builder needs to use protective coverings to prevent the marking of surfaces that are visible once the building is finished. The goods have to be protected from dust, dirt, paint or anything else that might cause marks (including tradepeople). Dust and dirt can damage the surfaces of glass, paint, wood and metal. Any dust and dirt on the unit voids the warranty in relation to the surface. The customer/builder is responsible for removing the protective coverings and cleaning the units at the end of the build process. Glass stickers have to be removed 4 weeks after delivery att he latest. No tape should be used on the finished surfaces as this can cause damages.
45.  ThermaDura can provide touch up paint, but will not attend to any damages caused by anyone other than ThermaDura. If the customer/builder is not able to fix the problem himself, ThermaDura offers to provide a quote to fix the damage.

Privacy
46.    Your personal information and contact details are only used for the purpose for which you supplied them, to facilitate a transaction with ThermaDura. Your information will not be shared, sold or given to other parties, except where legislation requires.

Personal Properties Securities Act 1999 (PPSA)
47.    The clauses titled Risk and Ownership of Goods vests a security interest in the Goods ThermaDura supplies you for the benefit of ThermaDura. You agree not to grant any other security interest or any lien over Goods that ThermaDura has a security interest in.
48.    At ThermaDura’s request you shall promptly sign any document and do anything else required by ThermaDura to ensure ThermaDura’s security interest constitutes a first ranking preferred security interest in the Goods.
49.    ThermaDura may at any time enter the Customer’s premises and property to uplift Goods that ThermaDura has a security interest in. 
50.    If Goods that ThermaDura has a security interest in have been processed, included or dealt with in any way causing them to become accessions, processed or commingled Goods, then ThermaDura’s security interest continues in the whole in which they are included. The Customer will not grant any other security interest or any lien in either the Goods or the whole.
51.    The Customer waives any rights it may have under sections 114(1a), 116, 120, 121, 125, 126, 127, 131, 133, 134 of the PPSA and its right to receive a copy of any verification statement (as that term is defined in the PPSA).
52.    The Customer shall give Thermadura prior written notice of any proposed change of name or address of the Customer.

Entire Agreement 
53.    The Terms and Conditions of Trade constitutes the entire agreement between the parties and no amendment or variation shall be of any force and effect unless expressed in writing and signed by both ThermaDura and the Customer.

Limitations on our Obligations  for conservatories, windows & doors and curtain walls:
54.    Your own Registered Builder must perform all building work. You must retain your own builder to connect your conservatory to your house or install the windows. We do no building work which must be done by a Registered Builder.
55.    An external structural engineer will assess the structure of your conservatory using the specifications that you approve. If not noted differently the cost of the engineer’s certificate for a conservatory is included in the quote supplied. The engineers report is ordered once your order is confirmed and depending on the report we may need to change the design of your conservatory slightly.

Insurance within the territorial limit of New Zealand 
56.    We have the following insurance cover :      $5,000,000     Public liability
                                                                                       $750,000      Stock inclusive customer goods cover 

Guarantees and Warranties, Limitations, Care Requirements
57.    We give the following guarantees and warranties (refer to conditions and exceptions as per above paragraphs):
-    Two  year warranty on the window/door hardware and glass (supply of hardware only, excludes installation)
-    Conservatories and windows/doors:  Five-year fabricator warranty to cover failure in workmanship.
-    Conservatories, windows and doors products comply with the 15-year durability requirement of the Building Act 1991 B2.
-    Blinds and sun protection products:12 months (supply of parts, excludes installation and delivery, excludes any other cost associated with the replacement of the part)
-    Roof ventilators in conservatories: 12 months warranty (supply of parts or re-supply, excludes installation and delivery, excludes any other cost associated with the replacement of the part)
- Powdercoating and glass: 12 months workmanship warranty applies (refer to maintenance instructions)
- all instructions and maintenance manuals will be supplied by ThermaDura, they can also be downloaded from the website (www.woodenwindow.co.nz) or get in touch with ThermaDura for the instructions to be send via email.
58.    Limitations: There is no warranty for the durability of the paint, oil, stain or clear coat as this varies extensively in relation to the installation situation and the climate and the maintenance- intervalls.  Oversized glass panes are excluded from warranties and at customer's risk.  On request ThermaDura can supply information from the glass supplier as to acceptable qualities and exclusions. Some timber species tend to bleed- this is not a product fault and ThermaDura is not responsible for any stains caused by bleeding (e.g.- but not limited to- external hardwood sills or reveals).
59.    Timber conservatories and timber windows & doors: The products need to be re-coated at intervals which depend on the climate, exposure and the finish applied on the product. We provide information about the maintenance of timber products, and supply maintenance products.
60.    Timber-Aluminium conservatories and windows & doors: We provide information about the maintenance of timber-Aluminium products, and supply maintenance products. 12 months  workmanship warranty applies (refer to maintenance instructions from the powdercoater).

61.  DesignLine-Chalet Australian Hardwood windows: The stability and nature of our timber products may be altered depending on storage conditions, prolonged exposure to air, sun or when used in combination with other materials. This is beyond our control .PLEASE NOTE: Colour and characteristic variations in timber is considered normal. This order may also include species other than the one/s nominated which may have characteristics similar to the species specified. Your order will be unique and any samples you may have viewed are to be regarded as indicative only and NOT as control samples. To minimize the movement, cupping or cracking we recommend to maintain the hardwood with an approved sealer.

        Timber Colour / Tone Variation is beyond ThermaDuras’s control. Australian Hardwood in particular has varying tones in each species and thus ThermaDura cannot be held responsible for any colour tones that are outside of the customers expectations. ThermaDura will do what is practically possible to achieve a certain colour / tone but cannot control the variation of colour between species. As such the customer cannot ask for a refund or return the timber should colour / tone become an issue. 

TIMBER CHARACTERISTICS - Australian Hardwood has lots of magnificent features including some gum veins, surface checking, tight knots etc - it is not always a completely 100% clear board or exactly like your sample if you have received / viewed one. 

        As per AS 5604-2003 timber-nature durability. The natural durability of the Australian hardwood timber is defined as being class 1 (40 years plus durability) and class 2, (15-40 year durability) timber. It is beyond ThermaDura’s control if the Goods do not perform to this durability standard. and ThermaDura has no liability for any product instability.
62.    The Fair Trading Act covers all Goods supplied by ThermaDura and when the goods are not used in a business then the Consumer Guarantees Act also applies.