Terms and Conditions of Trade
For ThermaDura ltd

These Terms and Conditions govern all current and future engagements between you, Thermadura Limited and/or GQP Limited (“ThermaDura”), regardless of whether copies of these Terms are provided to you in the future. We reserve the right to amend these Terms from time to time, and any such amendments will apply to ongoing and subsequent engagements.
Our relationship with you, including all engagements and services provided, is governed by the laws of New Zealand. Any disputes arising from or in connection with our services shall be subject to the non-exclusive jurisdiction of the New Zealand Courts.
Consumer rights per the Consumers Guarantees Act 1993 & Fair Trading Act 1986 apply only to personal/domestic purchases. If you engage our services for business purposes, you acknowledge and agree that the provisions of the Consumer Guarantees Act 1993 shall not apply to such engagements.
If any provision of these Terms is deemed illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain unaffected.

1 Definitions
1.1 The following words and phrases have these definitions:
·    Confirmation Deposit: The non-refundable amount paid to confirm the agreement.
·    Customer/You: The purchaser of goods from ThermaDura.
·    Delivery: Delivery is completed upon collection at ThermaDura’s premises or delivery as agreed. In the event that the Customer fails or refuses to take or accept delivery, Delivery is deemed complete when ThermaDura is ready to deliver.
·    Goods: Items/services sold by ThermaDura.
·     ThermaDura/We/Us: ThermaDura Limited trading as ThermaDura.
·    Terms: These general terms, including written variations agreed with the customer.
·    Specifications: Agreed specifications referenced in these terms

2 Quotes and Orders
2.1 Any quotes provided by ThermaDura are valid for one (1) calendar month from the date the quote is provided.
2.2 ThermaDura reserves the right to increase the price of Goods where such increase is due to any change/s requested and/or agreed to by the Customer, or a Force Majeure event increases ThermaDura’s costs during the valid quote period.
2.3 Quotes are an invitation to place an order. If you do not accept the quote within the one (1) month time period ThermaDura is not bound to supply the Goods at the original quoted price.
2.4 ThermaDura is not bound to accept your order.
2.5 ThermaDura reserves the right to charge the Customer for any work completed after the first quote is provided.
2.6 Anything not specifically included in a quote or confirmation document is excluded

3 Council Consent
3.1 Customers are responsible for obtaining local council consent. ThermaDura will provide documentation and information on request.

4 Delivery
4.1 Goods must be collected from ThermaDura’s premises at 9 Gladstone Road South, Mosgiel, Dunedin, unless mutually agreed otherwise.
4.2 Delivery dates are estimate only, and do not form an essential term to any engagement between ThermaDura and the Customer. 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. 
4.3 The Customer shall accept delivery promptly and prepare the site and access for delivery and on site- assistance.
4.4 ThermaDura may at its sole discretion engage a third-party to deliver the Goods to the Customer. The responsibility for delivery, storage and insurance cost shall rest with the customer.
4.5 ThermaDura shall not be held responsible for any actions, delays, or damages caused by third-party delivery companies engaged to transport Goods. The Customer acknowledges and agrees that any such third-party delivery services are independent of ThermaDura, and any issues arising from their actions, including but not limited to delays, damage to Goods, or other related matters, shall be the sole responsibility of the third-party delivery company. The Customer is advised to arrange appropriate insurance coverage for the transportation of Goods by third-party delivery companies as well as deliveries done by ThermaDura, as ThermaDura does not provide such insurance. 
4.6 The Customer is responsible for accepting delivery or arranging pickup of the Goods upon completion of production. If you fail to do so on the agreed date, additional charges for storage, handling, insurance and packing will apply.
4.7 While ThermaDura will take all reasonable care during delivery and on site assistance, it is not liable for any damage unless caused by the negligence of its personnel. If pickup or delivery is delayed due to site issues, you will bear all associated costs, including third-party storage, handling, and packing as ThermaDura does not provide storage facilities.
4.8 If required, On-site glazing is charged at $220 plus GST per hour, with either one ThermaDura technician provided or a third party glazing company. The builder or customer must prepare the site for an efficient process, including manpower for lifting, crane arrangements if needed, and ensuring access for ThermaDura’s glass robot (if applicable, additional cost) or positioning glass at the glazing site.
4.9 If glazing cannot occur upon delivery, labour, additional travel and accommodation costs will apply for subsequent visits. The Customer or its contractors must ensure clear site access, removal of scaffolding, prepared openings, and necessary materials. If the site is unprepared, ThermaDura may unload units roadside, leaving the Customer or its contractors responsible for lifting, protection, and glazing at their own cost. All cranage or Hiab costs are the Customers responsibility, and timing must be coordinated with ThermaDura.
4.10 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.
4.11 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.
4.12 Improper installation, handling, or maintenance by the Customer, their agents, contractors, or employees will void all warranties. ThermaDura provides detailed adjustment, operation, and maintenance instructions, which must be followed. Any damage caused by improper installation, handling, operation, or neglect by the Customer or third parties is the sole responsibility of the Customer.

5 Risk
5.1 The risk in the goods shall pass to the Customer upon Completion of production.
5.2 If the customer fails to take delivery of the goods at the agreed time or fails to provide adequate delivery instructions, the risk in the goods shall pass to the customer at the time delivery was attempted. In such circumstances, ThermaDura shall not be liable for any loss or damage to the Goods.
5.3 Notwithstanding the transfer of risk, title to the goods shall remain with ThermaDura until the conditions set out in Clause 6 below are satisfied.

6 Ownership
6.1 Ownership of the Goods shall not pass to the Customer until we have received payment in full for the Goods, including any applicable delivery charges, and any other sums that may be due to us under the contract.
6.2 Until ownership of the goods has passed to the customer:
a     The Customer shall hold the Goods as our fiduciary agent and bailee and shall keep the Goods separate from their own goods and those of any third party, properly stored, protected, and insured, and identified as ThermaDura’s property;
b     The Customer shall not sell, transfer, or otherwise dispose of the Goods without ThermaDura’s prior written consent, except in the ordinary course of business; and
c    ThermaDura reserves the right to require the Customer to deliver the Goods to Us, and, if the Customer fails to do so, ThermDura, or its agents, may enter the Customer’s premises or any other premises where the Goods are stored to recover them.
6.3 If the Customer resells the Goods before ownership has passed to them, the Customer shall hold the proceeds of such sale as bare trustee for ThermaDura and shall keep such proceeds separate from their own funds and those of any third party.
6.4 Upon full payment of all sums due under the contract, ownership of the Goods shall pass to the Customer.
6.5 Nothing in this clause shall affect ThermaDura’s rights to claim damages or other remedies in the event of non-payment or breach of contract by the Customer.

7 Terms of Payment
7.1 By engaging ThermaDura, you accept full liability for all invoices issued in connection with our Goods (“Payment”). This includes any and all invoices related to the engagement. If you contract with ThermaDura on behalf of another party, you remain liable for payment of the invoice should that party fail to pay.
7.2 The Payment due is determined by the quote and specifications and must be made as follows unless otherwise stated in the quote or confirmation document:
a     Confirmation Deposit of 10% (or as specified in the quote/confirmation document) is required to secure your order and delivery date. Payment of this deposit confirms acceptance of the quote. The Confirmation Deposit is non-refundable, acknowledging the work completed by ThermaDura, the ordering of materials, and the scheduling of labour to ensure timely completion;
b     A further 40% deposit is required prior to the commencement of production; as well if non- stock material has to be sourced.
c     A progress payment of 30% is due once the product is assembled in our factory, prior to the application of a paint product; and
d     The balance is payable upon completion and prior to Delivery unless otherwise stated in the quote or confirmation document. If delivery or pickup is delayed for reasons outside ThermaDura’s control, full payment is still due upon completion. Pursuant to clause 6.2, the Goods must not be installed until fully paid.
7.3 Unless otherwise specified, payment is due within 5 days of the invoice date or receipt of the invoice, whichever is earlier.
7.4 Late payments may incur interest at 6% above the New Zealand 90-day bank bill rate for borrowing.
7.5 Late payments may result in production delays. ThermaDura reserves the right to halt production until payment is received and to charge additional costs, including storage, administration, and handling fees. . ThermaDura may prioritise other commitments undertaken during the suspension period, and any resulting delay in restarting work shall not constitute a breach or entitle the Customer to refunds, damages, or any other remedies. Estimated resumption dates are indicative only and may change based on ThermaDura’s workload at the time of payment.
7.6 Payments over $5,000 must be made via bank transfer or bank cheque.
7.7 All prices are for supply only. Delivery and installation is the responsibility of the Customer unless it has been arranged with ThermaDura prior to Delivery. Payments for service visits or assistance on site must be made on a weekly- basis.
7.8 All payments must be made without setoff or reduction. ThermaDura may, at its sole discretion, apportion payments to outstanding accounts of the Customer.
7.9 In the event of non-payment by the Customer, ThermaDura may:
a     Charge interest at 1.5% per month (18% per annum), compounding monthly, from the due date until payment is received;
b    Recover all costs associated with the collection of overdue payments, including legal fees, court costs, and collection fees;
c    Retain goods, documents, or correspondence until all outstanding amounts are paid;
d    Disclose default information to credit agencies, which may hold and use this information for credit reporting purposes;
e    Decline to carry out further work until payment is made; and
f    Initiate legal proceedings to recover outstanding amounts, with the Dunedin registry as the agreed jurisdiction for any claims.

8 Additional Costs
8.1 Any administrative, legal or other reasonable fees incurred by ThermaDura in connection with the recovery of late payments or contractual breaches are to be paid by the Customer.
8.2 Quote pricing is based on full acceptance of the scope of works as quoted. Any reduction in scope may result in a price increase for the remaining works unless otherwise negotiated.
8.3 All quoted prices are based on a maximum inflation rate or material cost increase of 2%. If inflation or material costs exceed 2% between the acceptance of the quote and the finalisation of sizes and configurations, additional costs will be passed on to the customer.
8.31 Any increase in diesel fuel prices occurring after the date of quotation or order acceptance will be charged additionally to the customer for transport, delivery, special freight, or any other fuel-dependent services. These increases will be itemised separately on invoices and are payable in full.

9 Cancelled or Changed Orders
9.1 If an order is cancelled, changed, or payment is not received on time, ThermaDura reserves the right to cancel the order and/or invoice all or part of the full price based on the work completed and costs incurred up (including labour costs incurred by ThermaDura) to the time of cancellation or changes, as confirmed in writing by ThermaDura.
9.2 You acknowledge that the Confirmation Deposit, as outlined in Clause 7.2(a), is non-refundable.
9.3 ThermaDura reserves the right to cancel, suspend, or delay any contract or obligation under these Terms due to unforeseen circumstances beyond its reasonable control ("Force Majeure Events"). Force Majeure Events include, but are not limited to:
a     Unavailability of key personnel due to injury, illness, or other personal circumstances;
b     Political events, such as government restrictions, sanctions, or civil unrest;
c     Freight or transportation disruptions;
d     Supply chain interruptions or shortages;
e     Natural disasters, including earthquakes, floods, hurricanes, or other acts of nature;
f     Any other events or circumstances outside ThermaDura’s reasonable control.
9.4 In the event of a Force Majeure Event, ThermaDura will make reasonable efforts to notify you as soon as practicable. ThermaDura shall not be liable for any loss, damage, delay, or failure to perform resulting from such events, including financial losses, missed deadlines, or consequential damages.

10 Additional Works & Installation, Adjustment and Required Maintenance
10.1 Any work beyond the scope specified in the agreed Specification and Quote will be charged at an hourly rate plus the cost of materials and GST.
10.2 The Customer is responsible for all travel costs incurred by ThermaDura, including time, mileage, accommodation charges, and related expenses.
10.3 All units are factory-adjusted for optimal performance. The Customer must re-adjust the units on-site after installation if necessary. ThermaDura provides detailed adjustment instructions and offers on-site visits or audio-visual assistance at its discretion. On-site visits are charged at $220 per hour plus GST, along with applicable travel costs and expenses.
10.4 Hardwood sills are coated with a product selected at ThermaDura's discretion, as these require more frequent maintenance. Due to the use of different timber species and coating products, the colour of the sills will vary from that of the windows and doors.
10.5 ThermaDura is not obligated to remedy issues that were not caused by ThermaDura.

11 Limitation of Liability
11.1 Without limiting any other provision of these Terms, and in addition to all exclusions and limitations of liability stated therein, ThermaDura shall not be liable for any damages, losses, costs, or claims arising out of or relating to the circumstances set out in this clause 11.
11.2 ThermaDura shall not be liable for any damage or changes to the Goods caused by environmental or natural factors, including but not limited to:
a     Timber movement due to environmental changes, such as heat or moisture;
b     Resin, bleeding or discolouration of products and finishes.
c     Condensation on glass panes caused by specific environmental conditions;
d     Timber bleeding or colour changes due to UV exposure, water exposure, or the natural characteristics of the timber species.
e    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.
11.3 Certain characteristics of ThermaDura’s products are inherent to their design and materials and do not constitute defects. These include but are not limited to:
a    Damage caused by insufficiently secured doors;
b     Damage caused by tradespeople or other third parties during the building process;
c     Damage caused by improper installation or programming of motorised units, blinds, or other components by third parties.
11.4 The Customer is solely responsible for the ongoing maintenance and adjustments of the products supplied by ThermaDura. This includes, but is not limited to, re-coating timber, maintaining finishes, maintaining hardware and locks and performing follow-up adjustments during or after installation. Required frequency might vary depending on the project, exposure and usage of the unit. ThermaDura provides maintenance instructions and offers maintenance products; however, failure to adhere to these instructions or to perform necessary maintenance will void any applicable warranties
11.5 ThermaDura does not provide warranties for:
a The durability of paint, oil, stain, or clear coat, as these vary based on installation conditions, climate, and maintenance intervals.
b Oversized glass panes, which are excluded from warranties and supplied at the Customer’s risk.
c The finish of the Goods.
11.6 The inherent characteristics of ThermaDura’s products, including but not limited to visible textures, finger-joints on some visible parts and large styles, silicone glazing inaccuracies, and the rustic appearance of recycled hardwood, are not considered defects and shall not give rise to any liability. Customers acknowledge that these features are typical of the materials and manufacturing processes used.
11.7 You must secure all doors to protect against wind damage. Thermadura is not responsible for any damage caused by insufficiently secured doors.
11.8 ThermaDura shall not be liable for any loss, damage, or defects arising from building work, including but not limited to the connection of conservatories to houses or the installation of windows and doors, as all such work must be performed by a Registered Builder retained by the Customer. ThermaDura does not perform building work, and the Customer is solely responsible for ensuring compliance with all relevant building regulations and standards.
11.9 Additionally, if not otherwise agreed,an external structural engineer will assess the structure of any conservatory based on the specifications approved by the Customer. Unless otherwise stated, the cost of the engineer’s certificate is included in the quote provided. The engineer’s report will be ordered upon confirmation of the Customer’s order, and any necessary design changes resulting from the report will be made at ThermaDura’s discretion. ThermaDura shall not be liable for any delays, costs, or changes arising from the engineer’s report or required design modifications.
11.10  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.
11.11 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.
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 .An order may also include species other than the one/s nominated which may have characteristics similar to the species specified. Each order will be unique and any samples a customer 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. As such the customer cannot ask for a refund or return the timber should colour / tone become an issue. TIMBER CHARACTERISTICS - Australian Hardwood has features including gum veins, surface checking, tight knots etc - it is not always a completely 100% clear board or exactly like a sample. 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.
11.12 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.
11.13 In no event shall ThermaDura’s liability exceed the total amount paid by the Customer for the Goods giving rise to the claim. This limitation applies to all claims, whether arising in contract, tort (including negligence), or otherwise.
11.14 This Limitation of Liability clause is subject to the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, where applicable. Nothing in this clause shall limit or exclude any liability that cannot be lawfully limited or excluded under applicable law.

12 Measuring, Sizes and Hardware
12.1 ThermaDura supplies conservatories, windows, and doors based on specifications confirmed by the customer, builder, or architect through the signed ThermaDura order confirmation. Clear drawings will be provided for review, and ThermaDura is available to advise on what to check. It is the customer’s responsibility to ensure all specifications are accurate before signing the order confirmation.
12.2 CAD drawings provided by ThermaDura are for overall measurements only. Hardware placement is indicative and not all hardware is displayed. Standard hardware specifications are used by default, and complaints regarding hardware functionality or placement will not be accepted after the order confirmation is signed. All doors specified with key locks are keyed alike. Customers or builders must clarify any questions regarding hardware before signing the order confirmation.
12.3 The Customer, architect, or builder is responsible for ensuring the suitability of hardware for their specific situation. All units are factory-adjusted, and it is the customer’s or builder’s responsibility to re-adjust them on-site after installation. ThermaDura provides detailed adjustment instructions.
12.4 Units with two Low-E coatings (triple glazing) are symmetric by default, with coatings on panes 2 and 5. Any variation must be confirmed in writing by ThermaDura.
12.5 Hardware is supplied with standard finishes by default. Special coatings, such as seaside protection, must be specifically requested by the Customer and confirmed in writing by ThermaDura. Special coatings may incur surcharges and longer delivery times.
12.6 Connections of motorised locks (MT-S locks) to devices such as home automation systems or electric door openers must be performed by a licensed electrician. ThermaDura’s responsibility is limited to supplying the motorised locking system. All connections, programming and installations are the responsibility of qualified professionals. ThermaDura is not responsible for the compatibility between systems.
12.7 The Customer, architect, or builder must enquire about specific measurements for hardware components that may not be displayed on the provided CAD drawings.

13 Protective Coverings
13.1 The Customer or its agents are responsible for protecting the Goods during the building phase, including using protective coverings to prevent damage to visible surfaces. ThermaDura is not responsible for damages caused by others.
13.2 Goods must be shielded from dust, dirt, paint, and other potential marks, as these can damage glass, paint, hardware & locks, wood, and metal surfaces. Any dust or dirt on the Goods voids the surface warranty.
13.3 Protective coverings must be removed, and the Goods cleaned at the end of the build. Glass stickers must be removed within four weeks of delivery, and tape must not be applied to finished surfaces to avoid damage.

14 Privacy
14.1 Your personal information and contact details are only used to facilitate a transaction with ThermaDura. Your information will not be shared, sold or given to other parties, except where legislation requires.

15 Personal Properties Securities Act 1999 (“PPSA”)
15.1 You agree that ThermaDura has a security interest in the Goods until ownership passes pursuant to clause 6 of these Terms. Accordingly, you agree not to grant any other security interest or any lien over Goods that ThermaDura has a security interest in.
15.2 At ThermaDura’s request, you must promptly sign any documents and take any necessary actions to ensure ThermaDura’s security interest constitutes a first-ranking preferred security interest in the Goods.
15.3 ThermaDura reserves the right to enter your premises at any time to recover Goods subject to its security interest.
15.4 If Goods subject to ThermaDura’s security interest are processed, included, or commingled with other items, ThermaDura’s security interest extends to the entire product or whole in which the Goods are included. You must not grant any other security interest or lien over the Goods or the resulting whole.
15.5 You waive your rights under sections 114(1a), 116, 120, 121, 125, 126, 127, 131, 133, and 134 of the PPSA and your right to receive a copy of any verification statement as defined in the PPSA.
15.6 You must provide ThermaDura with prior written notice of any proposed change to your name or address.

16 Entire Agreement
16.1 This document constitutes the entire agreement between ThermaDura and the Customer regarding the supply of Goods and services. It supersedes all prior agreements, representations, warranties, or understandings, whether written or oral, relating to the subject matter of these Terms.
16.2 No amendment, modification, or variation of this agreement shall be valid unless made in writing and signed by both ThermaDura and the Customer. Any terms or conditions proposed by the Customer that conflict with or are additional to these Terms shall not apply unless expressly agreed to in writing by ThermaDura.

17 Guarantees and Warranties
17.1 Subject to the above terms and conditions, and without limiting or overriding any of those terms, ThermaDura provides the following guarantees and warranties:
17.2 You agree and acknowledge that at all times any guarantee or warranty (explicit or implied) provided by us to you is subject to and limited at all times to third party supplier guarantees and warranties provided to us (“Supplier Guarantees”), and that we provide no further or additional guarantee or warranty than that which is provided to us under any Supplier Guarantee. Subject to the Supplier Guarantee limitation noted in this clause 57, and any other exception or limited contained within these Terms, we give the following guarantees and warranties:

a Two (2) year warranty on the supply of window/door hardware (excluding installation);
b One (1) year warranty on the supply of glass (excluding installation);
c Five (5) year fabricator warranty for conservatories, windows and doors to cover failure in workmanship;
d One (1) year warranty for the supply of blinds and sun-protection products (excluding installation, delivery and any other cost associated with the replacement part);
e One (1) year warranty for the supply of roof ventilators in conservatories (excluding installation, delivery and any other cost associated with the replacement part);
f One (1) year workmanship warranty for powder coating.
17.2 ThermaDura provides a one (1) year workmanship warranty for timber-aluminium products conditional upon adherence to the powder coater’s maintenance instructions and regular maintenance.
17.3 Replacement parts are covered under the same warranty as the original order, but their warranty period will not extend beyond the duration of the original warranty.
17.4 These guarantees and warranties are offered in addition to any rights or remedies available to the Customer under applicable laws, including the Building Act 1991, Consumer Guarantees Act 1993 and the Fair Trading Act 1986, where applicable.
17.5 ThermaDura provides the above guarantees and warranties, provided that:
a    ThermaDura receives written notification and a description of the defect within the warranty period;
b     ThermaDura are given the opportunity to inspect the installed Product and assess the defect claim; and
c    ThermaDura determine that the defect is directly caused by our workmanship or defective manufacture and not by the Customer or other external factors.