Terms — Blue Water Electrical

The fine print.

TERMS OF TRADE ©

Marine electrical services (“Services”) plus products and materials (“Goods”) are provided and sold in New

Zealand by Blue Water Electrical Limited, registered at Auckland under number 8213040 (“BWE”) to

customers (“the Customer”) on the following terms of trade which cancel all previous terms and conditions.

1. Trading Issues

Any advice supplied to the Customer does not constitute an offer for sale and BWE reserves the

right to decline any order for Services or Goods. All BWE’s prices are subject to change without

notice and at the sole discretion of BWE. Goods delivered after any price change the price charged

shall be the price applicable at the time of the delivery. BWE reserves the right to immediately

terminate and without any notice or liability any agreement to supply Services or Goods.

2. Delivery

BWE shall not be liable in any way for any loss or damage (including consequential loss or damage)

arising from delays beyond its control in relation to the supply and delivery of Services or Goods.

Risk in Goods shall pass to the Customer when Goods are delivered to the Customer; or to any

agent of the Customer, or are in the control of the Customer or when the Customer has title to the

Goods; whichever is the earliest event.

3. Personal Property Securities Act 1999 (“the Act”)

Should the Customer not pay for the Goods upon delivery the Customer grants to BWE a security

interest over the Goods (plus its proceeds) and over all its present and after acquired personal

property except only for any such property (and proceeds thereof) in or to which the Customer has

rights and which has not been supplied by BWE to the Customer.

On request, the Customer must properly execute any documents and do anything else required by

to ensure that this security interest constitutes a perfected security interest (as defined by the Act)

including:

(a) executing any amendments to these terms as reasonably required by BWE;

(b) executing any new, replacement or additional security document(s); and

financing charge statement (as both defined by the Act).

The Customer must not agree to any other person or entity filing a financing statement over the

Goods without the prior written consent of BWE and to notify BWE immediately it becomes aware of

any other person or entity taking steps to file a financing statement over the Goods. The Customer

waives its right to receive a copy of the verification statement confirming registration of the financing

statement or a financing change statement relating to the security interest created by these terms.

4. Title

BWE shall retain full legal and equitable title in all supplied Goods and title to all supplied Goods

shall not pass to the Customer and there shall be no right to deal with, onsell or encumber or

mortgage Goods until all payments (including delayed or deferred payments on a credit basis) have

been paid in full and without deduction or setoff by the Customer to BWE in cleared electronic funds

or as otherwise specified by BWE.

BWE reserves the right to enter onto the Customer’s premises or vessel or upon any third parties’

premises without notice where Goods are located to take possession of Goods and BWE shall not

be responsible nor liable in any manner whatsoever for any damage caused or any loss that results

from such action. The Customer hereby grants BWE and its agents an irrevocable licence to enter

upon the applicable premises or applicable vessel at any time and to repossess Goods at the cost

of the Customer in the event of any default by the Customer under these terms.

5. Limitation of Liability

If the Customer acquires the Services or Goods for the purposes of business, it agrees and

acknowledges that it is not a “consumer” as defined by the Consumer Guarantees Act 1993 (“the

Consumer Act”) and that the Services or Goods supplied to it are for the purpose of business; and

the Customer further agrees that the guarantees and rights available to it under the Consumer Act

including the right to consequential losses are expressly excluded pursuant to section 43(2) of the

Consumer Act.

The warranties and any liability implied by the Contract and Commercial Law Act 2017 are also

expressly excluded by pursuant to section 197 of that Act.

Where relevant and where any inconsistency exists between the provisions of these conditions and

the provisions of the Consumer Act, the provisions of the Consumer Act shall apply.

Except as otherwise provided by this clause BWE shall not be liable for and loss or damage of any

kind whatsoever including consequential loss whether suffered or incurred by the Customer or

another person and whether in contract, or tort, or otherwise and whether such loss or damage

arises directly or indirectly from the Services or Goods.

The Customer shall indemnify BWE against all claims and loss 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 BWE and its agents or otherwise, brought by any person

in connection with any matter, act, omission, or error by BWE, its agents or employees in

connection with the Services.

6. Payment

The Customer shall pay in full and without deduction or deferment on account of any claim, counterclaim, cross demand, or set off, for the Goods or Services immediately upon receipt of the invoice. Time is of the essence. BWE reserves the right to charge interest on overdue accounts at the rate of 2.5% per month on the balance outstanding from the date the invoice was received until payment is made. The right to charge interest is without prejudice to BWE’s other rights in respect of non-payment or late payment.

Payments can be made by electronic bank transfer into BWE’s nominated bank account, EFTPOS, or Credit Card. Please note that Credit Card payments will incur a 2.5% bank fee, which will be automatically added to the invoice.

BWE further reserves the right to recover from the Customer all costs and/or expenses howsoever and whenever incurred in the repossession of the Goods, or instructing a solicitor or debt collection agency to recover any amount overdue for payment. All such costs and expenses shall also bear interest as provided for above.

7. Collection of Information / E-mail messages

The Customer noting the requirements under the Privacy Act 1993 acknowledges, authorises and

directs that BWE can seek and obtain from and supply any information concerning the credit or

business standing of the Customer to any other trader, merchant, firm organisation, company or

other agency or source whatever including any credit agency or association and directs any such

person entity to supply and receive and record such information to and from BWE. The Customer

consents to receiving commercial electronic messages from BWE.

8. Occupational Health and Safety Standards

The Customer is obliged to ensure that all work sites comply with Occupational Health and Safety

requirements, regulations and standards and that there is always a proper means of access to and

away from the work site (in the unlikely event of an emergency).

9. Estimates / Funds up front

Where an estimate is given by BWE for Services or Goods:

(a) the estimate shall be valid for thirty (30) days from the date of its issue; and

(b) the estimate shall be exclusive of Goods and Services Tax unless specifically stated to the

contrary; and

is altered then BWE reserves the right to vary the estimate or the subsequently agreed price

accordingly.

Where Services are required in addition to the estimate the customer agrees to pay for the

additional cost of such Services at the usual charge out rate of BWE.

An initial deposit of 10% to 50% may be required to be paid upon acceptance of any estimate or the

placing of an order at the complete discretion of BWE and if so BWE is not required to commence

any works or source any goods until such deposit is paid.

10. Obligations upon completion of Services

The Customer shall fully inspect and approve the completed Services and Goods supplied by BWE

(and in particular any equipment settings) to ensure that they are satisfactory and fit for purpose.

BWE shall have no liability to the Customer or to any third party should any approved settings

require changing or are subsequently changed by the Customer or a third party.

11. General Terms

(a) In the case of any conflict between these terms or any other document provided or any

representation made by BWE, these terms shall prevail.

(b) These terms shall not be modified or varied unless expressed in writing and agreed to by

BWE and the Customer.

terms, BWE shall not be deemed to have waived any rights with respect to any breach or

subsequent breach of any term/s by the Customer.

(d) If any of these terms are held to be invalid or unenforceable for whatever reason, the

remaining terms shall remain in full force and effect.

(e) The Customer by making an order or offer for the Goods or Services by any medium does

so on the basis that both any agent of the Customer and the Customer itself has read,

understood and agrees to be bound by these terms. Should the Customer have any queries

regarding these terms the Customer should seek independent legal advice before making

any order/offer.

(f) If an individual person is ordering Goods or Services as an agent, a shareholder or director

of a company or as a trustee of a trust or as an administrator of an estate, then the individual

is also personally and severally subject to (along with the applicable individual, company,

trust or estate) these Terms notwithstanding what entity is invoiced by BWE. The said

individual also warrants to BWE that he/she is duly and personally authorised by the

Customer to make a binding order on the Customer’s behalf.

(g) BWE shall not be liable for delay or failure to perform its agreed obligations if the cause of

the delay or failure is beyond its control.

12. Disputed Invoice and Expert Evaluation Clause

(a) Dispute of Invoices

If the Customer disputes any portion of an invoice issued by BWE ("the Company"), the Customer must notify the Company in writing within 7 calendar days from the date of the invoice, specifying the nature of the dispute and the amount in question. The undisputed portion of the invoice must be paid in accordance with the payment terms specified in the invoice.

(b) Expert Evaluation

In the event of a dispute, the Customer shall engage, at their own expense, a suitably qualified independent expert in the relevant field to assess and provide a written report on the disputed portion of the invoice. The expert's report must be provided to the Company within 30 calendar days from the date of the written dispute notice. The expert must be agreed upon by both the Customer and the Company. If the parties cannot agree on the expert, the expert shall be appointed by the President of the relevant professional association or institute within the relevant jurisdiction.

The Company will only accept the dispute if the independent expert's report supports the Customer's claim. Upon receipt of the expert's report, the Company shall review the findings and, if necessary, adjust the invoice accordingly. The adjusted invoice must be paid by the Customer within 7 calendar days from the date of the adjusted invoice.

(d) Unresolved Disputes

If the independent expert's report does not support the Customer's claim, the Customer must pay the disputed amount within 7 calendar days from the date of the expert's report. Failure to pay the disputed amount within this period will result in the invoice being treated as an overdue invoice.

(e) Overdue Invoices and Collection

In the event that the Customer fails to pay the invoice (or any adjusted invoice) within the specified time frame, the Company reserves the right to refer the unpaid invoice to a collection agency. The Customer shall be responsible for all costs and expenses incurred by the Company in recovering the outstanding amount, including, but not limited to, collection agency fees, legal fees, and interest on the overdue amount at a rate of [2.5%] per month, calculated from the original due date until the date of full payment.

(f) Continuing Obligations

Nothing in this Disputed Invoice and Expert Evaluation Clause shall prevent or limit the Company from exercising any other rights or remedies available to it under these Terms of Trade or at law in relation to any other undisputed amounts owed by the Customer.

13. Sale of Products and Returns

(a) All sales of products are subject to availability and Blue Water Electrical Ltd. reserves the right to discontinue the sale of any product without prior notice.

(b) Customers may return products purchased from Blue Water Electrical Ltd. within 14 days of the original purchase date, provided the items are unused, in their original packaging, and in a resalable condition.

(c) A 10% restocking fee will be applied to all returns, which will be deducted from the refund amount. The customer is responsible for all shipping costs related to the return of the items.

(d) Blue Water Electrical Ltd. reserves the right to refuse a return or refund if the product does not meet the conditions stated in section 1.2.

14. Invoicing and Labour Charges

2.1. All labour charges for installation, maintenance, and repair services will be billed to the nearest half hour, with a minimum charge of half an hour.

2.2. Time spent traveling to and from the customer's vessel or location may be included in the labour charges at Blue Water Electrical Ltd.'s discretion.

2.3. Consultation and advice provided on-site, via phone, or through any other means will be charged at Blue Water Electrical Ltd.'s usual labour rates.

14. Battery Supply and Management Disclaimer

(a) Battery Supply

Blue Water Electrical Ltd ("the Company") is a member of Battery Town Marine and supplies marine start and deep cycle batteries ("Batteries") to customers. The Company may provide installation services for Batteries upon the Customer's request, subject to these Terms of Trade.

(b) Battery Management Systems

The Company is not responsible for the maintenance, monitoring, or assessment of the Customer's existing battery management system ("BMS") unless the Company is explicitly and separately engaged to do so in writing. The Customer is responsible for ensuring that their BMS is in good working order and suitable for the proper functioning of the supplied Batteries.

The Company shall not be held liable for any damage, malfunction, or reduced performance of the Batteries resulting from the Customer's existing BMS or any other equipment or systems connected to the Batteries, whether or not the Company has been involved in the installation of the Batteries. The Customer acknowledges that the proper functioning and maintenance of their BMS is essential for the optimal performance and longevity of the Batteries and that any damage or failure caused by an inadequate or improperly functioning BMS is not the responsibility of the Company.

(d) Independent Evaluation and Services

If the Customer requires assistance in evaluating, maintaining, or upgrading their BMS, they may engage the Company's services separately and in writing. Any such engagement shall be subject to additional fees and charges, as well as any specific terms and conditions agreed upon between the Company and the Customer.

(e) Warranty Limitations

The warranty provided by the Company for the Batteries shall not cover any damage or malfunction caused by the Customer's existing BMS or any other equipment or systems connected to the Batteries. The Customer acknowledges that any such damage or malfunction shall be their sole responsibility, and the Company shall not be liable for any repair, replacement, or refund in relation to Batteries affected by an inadequate or improperly functioning BMS.

Please note that these Terms of Trade are subject to change without prior notice. It is the customer's responsibility to review the most current version of these terms on our website or by contacting our customer service team. By continuing to engage with our products and services, you agree to accept and comply with these Terms of Trade.

15. Regarding Free Battery and Alternator Testing:

(a) Batteries and alternators must be delivered to our workshop for free testing.

(b) Testing is subject to availability and there might be waiting times during peak periods.

(d) While the testing is free, any necessary repairs or replacements are not included and will be charged separately.

(e) We take utmost care during testing, but we are not liable for any damages that may occur during the process.

(f) Testing conducted onboard vessels will be charged at our usual labour rates.

(g) All customers seeking free battery and alternator testing must complete our New Client Form in full.

(h) We reserve the right to modify or terminate this free testing offer at any time without prior notice.

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