Terms and Conditions
Last updates April 30th 2021
1.1 “Blueprint Hydraulics” shall mean Blueprint Hydraulics Limited its successors and assigns or any person acting on behalf of and with the authority of Blueprint Hydraulics Limited.
1.2 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by Blueprint Hydraulics to the Client.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by Blueprint Hydraulics to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and includes Goods described on any invoices, quotation, work authorisation or any other forms as provided by Blueprint Hydraulics to the Client.
1.5 “Services” shall mean all services supplied by Blueprint Hydraulics to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the price payable for the Goods as agreed between Blueprint Hydraulics and the Client in accordance with clause 3 of this contract.
2.1 Any instructions received by Blueprint Hydraulics from the Client for the supply of Goods or services and/or the Client’s acceptance of Goods or services supplied by Blueprint Hydraulics shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of Blueprint Hydraulics.
2.4 The Client shall give Blueprint Hydraulics not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by Blueprint Hydraulics as a result of the Client’s failure to comply with this clause.
2.5 The Client shall as soon as practicable make available to Blueprint Hydraulics all information, documents, software, hardware, and other particulars required by Blueprint Hydraulics for the provision of the Services.
3. Price And Payment
3.1 At Blueprint Hydraulics sole discretion the Price shall be either:
a) as indicated on invoices provided by Blueprint Hydraulics to the Client in respect of Goods or Services supplied; or
b) Blueprint Hydraulics quoted Price (subject to clause 0) which shall be binding upon Blueprint Hydraulics provided that the Client shall accept Blueprint Hydraulics quotation in writing within thirty (30) days.
3.2 Blueprint Hydraulics reserves the right to change the Price in the event of a variation to Blueprint Hydraulics quotation.
3.3 At Blueprint Hydraulics sole discretion a deposit may be required.
3.4 At Blueprint Hydraulics sole discretion payment for approved Clients shall be made by instalments in accordance with Blueprint Hydraulics payment schedule.
3.5 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices.
3.6 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card, or by direct credit, or by any other method as agreed to between the Client and Blueprint Hydraulics.
3.7 GST and other taxes and duties that may be applicable shall
4.1 If Blueprint Hydraulics retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
4.2 Blueprint Hydraulics shall not be held liable for any loss, corruption, or deletion of files or data (including, but not limited to, software programmes) resulting from the Services provided by Blueprint Hydraulics. It is the sole responsibility of the Client to back-up any data which they believe to be important, valuable or irreplaceable prior to the commencement of the Services. The Client accepts full responsibility for the Client’s software and data and Blueprint Hydraulics is not required to advise or remind the Client of appropriate backup and other procedures.
5.1 Blueprint Hydraulics and Client agree that ownership of the Goods shall not pass until: a) the Client has paid Blueprint Hydraulics all amounts owing for the particular Goods; and b) the Client has met all other obligations due by the Client to Blueprint Hydraulics in respect of all contracts between Blueprint Hydraulics and the Client.
5.2 Receipt by Blueprint Hydraulics of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Blueprint Hydraulics ownership or rights in respect of the Goods shall continue.
6. Client’s Disclaimer
6.1 The Client hereby disclaims any right to rescind, or cancel any contract with Blueprint Hydraulics or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by Blueprint Hydraulics and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
7.1 Where Blueprint Hydraulics has provided computer software and documentation to the Client, Blueprint Hydraulics retains ownership of the computer software and documentation, but grants a licence to the Client for use of the computer software and documentation. The Client will use any third-party software supplied by Blueprint Hydraulics, and identified as such, strictly in terms of the licence under which it is supplied.
7.2 All third-party software is provided at the Client’s own risk and is not in any way warranted by Blueprint Hydraulics nor shall Blueprint Hydraulics be in any way responsible for the implementation or effects of any “patches”, “updates”, or “fixes” offered by the manufacturer of the software.
8. Consumer Guarantees Act 1993
8.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Blueprint Hydraulics to the Client.
9. Intellectual Property
9.1 Copyright in all designs, reports, specifications, documents, and other materials provided to the Client by Blueprint Hydraulics shall remain vested in Blueprint Hydraulics, and shall only be used by the Client at Blueprint Hydraulics discretion.
9.2 The Client warrants that all designs, materials, or instructions to Blueprint Hydraulics will not cause Blueprint Hydraulics to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Blueprint Hydraulics against any action taken by a third party against Blueprint Hydraulics in respect of any such infringement.
9.3 If during the course of providing the Services, Blueprint Hydraulics develops, discovers, or first reduces to practice a concept, product or process which is capable of being patented, then such concept, product or process shall be and remain the property of Blueprint Hydraulics and the Client shall not use, infringe or otherwise appropriate the same without first obtaining the written consent of Blueprint Hydraulics.
10. Default & Consequences Of Default
10.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
10.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify Blueprint Hydraulics from and against all costs and disbursements incurred by Blueprint Hydraulics in pursuing the debt including legal costs on a solicitor and own client basis and Blueprint Hydraulics collection agency costs.
10.3 Without prejudice to any other remedies Blueprint Hydraulics may have, if at any time the Client is in breach of any obligation (including those relating to payment), Blueprint Hydraulics may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. Blueprint Hydraulics will not be liable to the Client for any loss or damage the Client suffers because Blueprint Hydraulics has exercised its rights under this clause.
10.4 If any account remains overdue after thirty (30) days then an amount of the greater of $20.00 or 5.00% of the amount overdue (up to a maximum of $100) shall be levied for administration fees which sum shall become immediately due and payable.
10.5 Without prejudice to Blueprint Hydraulics other remedies at law Blueprint Hydraulics shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Blueprint Hydraulics shall, whether or not due for payment, become immediately payable in the event that: a) any money payable to Blueprint Hydraulics becomes overdue, or in Blueprint Hydraulics opinion the Client will be unable to meet its payments as they fall due; or
b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
11. Security And Charge
11.1 Despite anything to the contrary contained herein or any other rights which Blueprint Hydraulics may have howsoever:
a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Blueprint Hydraulics or Blueprint Hydraulics’ nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that Blueprint Hydraulics (or Blueprint Hydraulics’ nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met;
b) should Blueprint Hydraulics elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify Blueprint Hydraulics from and against all Blueprint Hydraulics’ costs and disbursements including legal costs on a solicitor and own client basis;
c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Blueprint Hydraulics or Blueprint Hydraulics’ nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 0.
12.1 Blueprint Hydraulics may cancel any contract to which these terms and conditions apply or cancel delivery of Goods or Services at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Blueprint Hydraulics shall repay to the Client any sums paid in respect of the Price. Blueprint Hydraulics shall not be liable for any loss or damage whatever arising from such cancellation.
12.2 In the event that the Client cancels delivery of Goods or Services the Client shall be liable for any loss incurred by Blueprint Hydraulics (including, but not limited to, any loss of profits) up to the time of cancellation.
13. Privacy Act 1993
13.1 The Client and the Guarantor/s (if separate to the Client) authorises Blueprint Hydraulics to:
a) collect, retain and use any information about the Client, for the purpose of assessing the Client’s creditworthiness or marketing products and services to the Client; and
b) disclose information about the Client, whether collected by Blueprint Hydraulics from the Client directly or obtained by Blueprint Hydraulics from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
13.2 Where the Client and/or Guarantors are an individual the authorities under clause 17.1 are authorities or consents for the purposes of the Privacy Act 1993.
13.3 The Client and/or Guarantors shall have the right to request Blueprint Hydraulics for a copy of the information about the Client and/or Guarantors retained by Blueprint Hydraulics and the right to request Blueprint Hydraulics to correct any incorrect information about the Client and/or Guarantors held by Blueprint Hydraulics.
14.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
14.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
14.3 Blueprint Hydraulics shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Blueprint Hydraulics of these terms and conditions.
14.4 In the event of any breach of this contract by Blueprint Hydraulics the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
14.5 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by Blueprint Hydraulics.
14.6 Blueprint Hydraulics may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
14.7 Blueprint Hydraulics reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Blueprint Hydraulics notifies the Client of such change.
14.8 The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the Contractual Remedies Act 1979.
14.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
14.10 The failure by Blueprint Hydraulics to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Blueprint Hydraulics’ right to subsequently enforce that provision.