Terms and Conditions of Trade

Agreement means the accepted quotation, order confirmation, product specification, warranty schedule, these Terms and Conditions of Trade and any written variations agreed by the parties.

Customer means the person or organisation purchasing Goods or Services from the Supplier.

Goods means the equipment, components, software, documentation and other products described in the quotation.

Quotation means the written proposal or quotation issued by the Supplier.

Services means design, consulting, installation, testing, commissioning, training, maintenance or related services described in the quotation.

Supplier means CMK Creative Limited, trading as New Zealand Hydrogen, including its authorised employees, agents and subcontractors where appropriate.

Working Day means a day other than a Saturday, Sunday or public holiday in New Zealand.

The Customer's signing or electronic acceptance of a quotation, submission of an order referring to these terms, payment of a deposit, instruction to begin work, or acceptance of Goods or Services constitutes acceptance of these terms.

Any term in a Customer purchase order, instruction or other communication that is inconsistent with or additional to the Agreement does not bind the Supplier unless the Supplier expressly accepts it in writing. The Supplier's failure to object to a Customer communication does not waive or vary these terms.

An order is not binding on the Supplier until it has been accepted in writing and the initial payment has been received in cleared funds.

Product performance, dimensions, weight, appearance and specifications may be subject to reasonable manufacturing or engineering changes. The Supplier will notify the Customer if a proposed change materially affects the intended use, performance or price of the Goods.

The Customer is responsible for checking that the Goods and Services described in the quotation are suitable for its intended application.

These costs may include:

• Export packaging and preparation;
• Freight, handling and transit insurance;
• Export documentation, port and terminal charges;
• Customs clearance, import duties, taxes and levies;
• Storage and demurrage;
• Destination delivery; and
• Special lifting or handling equipment.

The Customer must pay estimated freight and export costs in cleared funds before freight is booked or the Goods are released. A shortfall is payable before dispatch or promptly after invoice if it could not reasonably be established earlier. A material surplus will be credited or refunded.

Each international quotation should state the applicable Incoterms 2020 rule and named delivery location. The Customer is responsible for confirming that the Goods may lawfully be imported, installed and operated in the destination country unless the quotation assigns that responsibility to the Supplier.

The Supplier may provide a variation describing the resulting change to the price, payment schedule and expected completion date. The Supplier is not required to carry out a requested change until the Customer accepts the variation in writing.

The Customer must pay for work completed, components ordered and reasonable costs incurred before a change or cancellation takes effect.

Following Customer cancellation, the Supplier may retain or recover amounts reasonably required to cover:

• Design, engineering and administrative work completed;
• Goods and components purchased or manufactured;
• Non-cancellable supplier and manufacturer commitments;
• Cancellation, restocking and return charges;
• Currency and freight commitments;
• Work needed to place partially completed Goods into a recoverable condition; and
• Other reasonable and foreseeable losses resulting from cancellation.

The Supplier will provide a reasonable explanation of the calculation. Any part of the Customer's payments remaining after the permitted costs and losses have been deducted will be refunded.

Custom-made, specially configured or imported Goods may have little or no recoverable value. A quotation may identify particular payments or supplier commitments that cannot be recovered following cancellation.

The Customer must provide safe access and, as applicable, suitable foundations, ventilation, weather protection, electrical connections, water treatment, hydrogen supply and storage, fire protection, hazardous-area controls, consents, lifting equipment, security, communications and competent operators.

Installation, operation and maintenance must comply with manufacturer instructions and applicable laws, standards and regulatory requirements. The Supplier may suspend work if it reasonably considers the site, equipment or proposed activity unsafe or non-compliant.

The Customer must ensure that hydrogen meets the required purity, pressure, temperature, flow-rate and contaminant specifications.

Damage or reduced performance caused by unsuitable hydrogen, contaminated fuel, inadequate utilities or operation outside specified conditions is not covered by warranty unless caused by the Supplier.

Stated consumption, runtime, output and efficiency figures depend on operating conditions and are subject to the assumptions and tolerances in the product specification.

Goods manufactured by another company may be covered by that manufacturer's warranty, and the Supplier will provide reasonable assistance with a valid claim.

Unless the Agreement states otherwise, a warranty does not cover normal wear, consumables, accidental damage, incorrect installation by another party, misuse, inadequate maintenance, operation outside specified conditions, unauthorised modification, unsuitable utilities or damage after transit risk has passed.

The Customer must notify the Supplier promptly after discovering a possible defect and provide reasonable access, operating records, photographs and diagnostic information. Nothing in these terms limits a warranty or remedy that cannot lawfully be excluded.

Maintenance, consumables, replacement parts, travel, accommodation and after-hours support are chargeable unless expressly included. Remote monitoring may depend on third-party networks and is not guaranteed to be continuously available.

Unless stated otherwise, the Supplier and relevant manufacturers retain ownership of product designs, drawings, software, control logic, technical documentation and manufacturing information.

After full payment, the Customer may use documentation supplied with the Goods for installation, operation and maintenance. The Customer must not reproduce, reverse-engineer, commercialise or disclose proprietary material except as permitted by law or authorised in writing.

It may be disclosed to employees, professional advisers, financiers, insurers, regulators and subcontractors who need it for the Agreement and are subject to appropriate confidentiality obligations.

This requirement does not apply to information that is public through no breach, was already lawfully known, is independently developed or must be disclosed by law.

The affected party must notify the other, take reasonable steps to reduce the effect and resume performance when reasonably possible.

If the event continues for more than 90 days and substantially prevents completion, either party may request termination. The Customer must pay for completed work, committed components and reasonable unavoidable costs incurred up to termination.

The parties will first try to resolve it through good-faith discussions between authorised representatives.

If it is not resolved within 15 Working Days, either party may request mediation in New Zealand. Nothing prevents urgent interim relief, recovery of an undisputed debt or protection of property or intellectual property.

The parties submit to the non-exclusive jurisdiction of the New Zealand courts, subject to the dispute-resolution process above.

An email notice is treated as received on the next Working Day unless the sender receives a delivery-failure notification.

A variation must be recorded in writing and accepted by both parties. If any term is declared invalid or unenforceable by a court, arbitrator or other body with jurisdiction, the remaining terms continue in full force. A failure or delay in enforcing a right does not waive that right.

The Customer may not transfer the Agreement without prior written consent. The Supplier may use suitably qualified manufacturers, contractors and service providers while remaining responsible for its own contractual obligations.

Changes to the website version do not retrospectively alter an accepted order. The version identified in the quotation or accepted when the order was placed continues to govern that order.