Terms and Conditions of Trade

1. Definitions

For the purposes of this Contract, the following definitions apply:

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"Contract" means these terms and conditions, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

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"SCE" means Superior Civil & Earthworks (BOP) Limited, its successors and assigns or any person acting on behalf of and with the authority of Superior Civil & Earthworks (BOP) Limited.

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"Client" means the person(s), entities or any person acting on behalf of and with the authority of the Client requesting SCE to provide the Works as specified in any proposal, quotation, order, invoice or other documentation, and:

• If there is more than one Client, is a reference to each Client jointly and severally
• If the Client is a partnership, it shall bind each partner jointly and severally
• If the Client is part of a Trust, shall be bound in their capacity as a trustee
• Includes the Client's executors, administrators, successors and permitted assigns

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"Works" means all Works (including consultation, manufacturing and/or installation services) or Materials supplied by SCE to the Client at the Client's request from time to time.

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"Worksite" means the land (or that part of the land) that SCE reasonably needs to occupy in order to carry out and practically complete the Works required under this Contract.

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"Confidential Information" means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party's intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information and pricing details.

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"Cookies" means small files which are stored on a user's computer designed to hold a modest amount of data specific to a particular client and website.

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"Price" means the Price payable (plus any Goods and Services Tax where applicable) for the Works as agreed between SCE and the Client.

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2. Acceptance

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2.1 Contract Formation

The Client is taken to have exclusively accepted and is immediately bound by these terms and conditions if the Client places an order for or accepts delivery of any Works.

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2.2 Document Priority

In the event of any inconsistency between these terms and conditions and any other prior document, the terms of this Contract shall prevail.

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2.3 Amendments

Any amendment to these terms and conditions may only be amended in writing by the consent of both parties.

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2.4 Credit Applications

The supply of Works on credit shall not take effect until the Client has completed a credit application with SCE and it has been approved with a credit limit established for the account.

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2.5 Electronic Signatures

Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017.

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2.6 Urgent Works

If SCE is required to provide Works urgently that may require staff to work outside normal business hours, SCE reserves the right to charge the Client additional labour costs (penalty rates will apply), unless otherwise agreed.

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3. Exclusions from Quoted Price

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3.1 Standard Exclusions

Unless expressly stated by SCE, the quoted Price shall not include:

• Traffic management, cranage, hoisting, scaffolding and/or safety barriers
• Propping, false work or any other temporary work
• Engineering or other inspections required prior to and/or on completion of the Works

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3.2 Additional Costs

If the Client requires any of the above, the Price will be adjusted accordingly to include the Works.

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4. Errors and Omissions

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4.1 Limited Liability

SCE accepts no liability for alleged or actual errors and/or omissions:

• Resulting from inadvertent mistakes in Contract formation and/or administration
• Contained in/omitted from any literature supplied by SCE

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4.2 Contract Validity

If an error and/or omission occurs that is not attributable to negligence and/or willful misconduct of SCE, the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

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5. Change in Control

The Client shall give SCE not less than fourteen (14) days prior written notice of any proposed change of ownership or other changes in the Client's details (including changes in name, address, contact details, change of trustees, or business practice).

The Client shall be liable for any loss incurred by SCE as a result of the Client's failure to comply with this clause.

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6. Price and Payment

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6.1 Price Determination

At SCE's sole discretion, the Price shall be either:

• As indicated on invoices provided by SCE for Works performed or Materials supplied; or
• SCE's quoted Price, which shall be binding upon SCE provided that the Client accepts SCE's quotation in writing within thirty (30) days

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6.2 Price Variations

SCE reserves the right to change the Price if:

• A variation to the Materials or Works is requested
• Additional Works are required due to discovery of hidden or unidentifiable difficulties (including poor weather conditions, access limitations, machinery availability, safety considerations, latent soil conditions, hard rock barriers, hidden underground locations, etc.)
• Increases to SCE in the cost of labour or materials beyond SCE's control

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6.3 Variation Process

• Variations will be charged based on SCE's quotation and detailed in writing
• The Client must respond to any variation submitted by SCE within ten (10) working days
• Failure to respond will entitle SCE to add the variation cost to the Price
• Payment for all variations must be made in full at the time of completion

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6.4 Payment Terms

Time for payment is of the essence. The Price will be payable by the Client on dates determined by SCE, which may be:

• Progress payments in accordance with SCE's specified schedule
• For approved Clients, due twenty (20) days following the end of the month
• The date specified on any invoice; or
• Seven (7) days following the date of any invoice given to the Client

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6.5 Payment Methods

Payment may be made by electronic/online banking or any other method agreed between the Client and SCE.

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6.6 GST and Taxes

Unless otherwise stated, the Price does not include GST. The Client must pay GST and any other applicable taxes and duties in addition to the Price.

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7. Retention Monies

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7.1 Retention Agreement

At the agreement of both parties, payment may be subject to retention by the Client of an amount (the "Retention Money"), being a set amount or equal to a percentage of the Price.

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7.2 Construction Contracts Act Compliance

Any Retention Monies applicable to this Contract are dealt with in accordance with section 18(a) to 18(i) of the Construction Contracts Act 2002, including:

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Trust Requirements:

• All Retention Money must be held on trust by the Client for the benefit of SCE
• Retention Money may be held in cash or other liquid assets readily converted to cash
• The Client must keep proper accounting records
• Records must be available for inspection by SCE at reasonable times

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Investment and Interest:

• Retention Money may be invested in accordance with the Trustee Act 1956
• Interest on late payment is payable to SCE from the due date until paid
• The Client may retain any investment gains above the amount invested

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8. Provision of the Works

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8.1 Commencement

It is SCE's responsibility to ensure that Works start as soon as reasonably possible.

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8.2 Delays and Extensions

The Works' commencement and completion dates may be extended by reasonable time if completion is delayed by events beyond SCE's control, including Client failure to:

• Make selections
• Have the Worksite ready for Works
• Notify SCE that the Worksite is ready

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8.3 Delivery and Installation

• SCE may deliver Works by separate instalments
• Any delivery time specified is an estimate only
• SCE will not be liable for losses due to late delivery
• If SCE cannot supply Works due to Client action/inaction, SCE may charge for re-supply and/or storage

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9. Access to Worksite

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9.1 Client Responsibilities

The Client shall ensure that SCE has clear and free access to the Worksite at all times. SCE shall not be liable for damage to the Worksite unless due to SCE's negligence.

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9.2 Access Suitability

It is the Client's responsibility to ensure access is suitable for laden trucks, front-end loaders, and other earth-moving equipment. The Client agrees to indemnify SCE against all costs for recovering vehicles that become bogged or immovable.

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10. Risk Management

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10.1 Risk Transfer

Materials Only: All risk passes to the Client on delivery. The Client must insure Materials on or before delivery.

Supply and Install: SCE maintains contract works insurance until Works completion. Upon completion, all risk passes to the Client.

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10.2 Unattended Locations

If the Client requests Materials be left at unattended locations, such materials are left at the Client's sole risk and expense.

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10.3 Advice and Recommendations

Any advice or recommendations provided by SCE are given in good faith based on SCE's knowledge and experience and shall be accepted without liability on SCE's part.

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11. Client's Responsibilities

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11.1 Pre-Commencement Requirements

Prior to Works commencement, the Client must ensure:

Utilities and Safety:

• All gas and electricity are cancelled and disconnected from main supply
• Safety fence erected around Worksite perimeter
• Provision of cranage, hoisting, and scaffolding (where necessary)
• Removal of items from vicinity of Works
• Adequate access to amenities (water, electricity, lighting, facilities)

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Underground Services:

• Advise SCE of precise location of all underground services
• Clearly mark underground mains and services including:
  • Electrical, gas, sewer, water services
  • Pumping services and connections
  • Irrigation pipes and telephone cables
  • Fibre optic cables and oil pumping mains
  • Any other services on the Worksite

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Indemnity: The Client agrees to indemnify SCE for any liability, claims, loss, damage, costs and fines resulting from damage to services not precisely located and notified.

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12. Compliance with Laws

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12.1 Legal Compliance

Both Client and SCE shall comply with all applicable statutes, regulations and bylaws, including WorkSafe health and safety laws and relevant safety standards.

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12.2 Permits and Approvals

The Client shall obtain (at the Client's expense) all licenses, approvals, applications and permits required for the Works.

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12.3 Health and Safety at Work Act 2015

SCE agrees to comply with sections 28 and 34 of the Health & Safety at Work Act 2015 regardless of whether SCE is the party in control of the Worksite or acting as a sub-contractor.

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13. Insurance Requirements

13.1 SCE's Insurance

SCE shall effect and maintain the following insurances:

• Public Liability Insurance: $10 million
• Contract Works Insurance: $130,000 (if applicable)
• Professional Indemnity Insurance: $1 million

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13.2 Client's Insurance

It is the Client's responsibility to ensure they are similarly insured.

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13.3 Claims Process

• Claims must be lodged within seven (7) days of Works completion
• All claims are assessed by SCE's insurers
• SCE's liability expires twelve (12) months from the last invoice unless a claim is made in writing

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14. Title and Ownership

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14.1 Retention of Title

Ownership of Materials shall not pass to the Client until:

• The Client has paid SCE all amounts owing
• The Client has met all other obligations to SCE

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14.2 Client Obligations

Until ownership passes:

• Client is only a bailee of Materials
• Client holds insurance proceeds on trust for SCE
• Client must not sell, dispose, or part with possession except in ordinary course of business
• SCE may recover possession of Materials

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15. Personal Property Securities Act 1999 (PPSA)

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15.1 Security Interest

Upon accepting these terms, the Client acknowledges that:

• These terms constitute a security agreement under the PPSA
• A security interest is taken in all Materials and collateral

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15.2 Client Undertakings

The Client undertakes to:

• Sign further documents as required for PPSA registration
• Indemnify SCE for PPSA registration expenses
• Not register competing interests without SCE's consent
• Advise SCE of material business changes

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16. Security and Charge

In consideration of SCE supplying Works, the Client charges all of its rights, title and interest in any land, realty or other assets to secure performance of obligations under these terms and conditions.

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17. Defects, Returns & Warranties

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17.1 Inspection and Notification

• Client must inspect Materials on delivery
• Notify SCE within seven (7) days of any alleged defect, shortage, or damage
• Failure to comply presumes Materials are free from defect

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17.2 Returns Policy

• Materials accepted for return only in accordance with clause 17.1
• Non-stock items or Materials made to Client specifications are not acceptable for credit or return

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17.3 Warranties

• For Materials not manufactured by SCE, warranty is that provided by the manufacturer
• No warranty given by SCE as to quality or suitability except as permitted by statute

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18. Consumer Guarantees Act 1993

If the Client is acquiring Materials for trade or business purposes, the Client acknowledges that the Consumer Guarantees Act 1993 does not apply.

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19. Intellectual Property

The Client agrees that SCE may use (at no cost) any documents, designs, drawings, plans or products created by SCE for the Client for marketing purposes or competition entry.

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20. Default and Consequences

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20.1 Interest on Overdue Accounts

Interest on overdue invoices accrues daily at 2.5% per calendar month from due date until payment.

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20.2 Recovery Costs

If the Client owes money, the Client shall indemnify SCE for all debt recovery costs including legal costs, administration fees, and collection agency costs.

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20.3 Cancellation Rights

SCE may cancel orders and make amounts immediately payable if:

• Money becomes overdue
• Client exceeds credit limit
• Client becomes insolvent or bankrupt
• Receiver, manager, or liquidator is appointed

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21. Cancellation

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21.1 SCE's Rights

• SCE may suspend Works immediately for breach of obligations
• SCE may cancel contracts before commencement with written notice
• No liability for loss or damage from cancellation

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21.2 Client Cancellation

If Client cancels delivery, Client is liable for all direct and indirect losses incurred by SCE.

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22. Privacy Policy

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22.1 Personal Information

All emails, documents, images or recorded information is considered Personal Information and confidential. SCE acknowledges obligations under the Privacy Act 1993 and GDPR (where applicable).

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22.2 Cookies and Tracking

SCE may collect Personal Information through cookies and similar technologies including IP address, browser type, and website usage patterns. Clients have the right to enable/disable cookies.

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22.3 Information Use

Client authorises SCE to access, collect, retain and use information for:

• Assessing creditworthiness
• Marketing purposes
• Credit references and debt collection

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23. Suspension of Works

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23.1 Construction Contracts Act Rights

Where the Contract is subject to the Construction Contracts Act 2002, SCE has the right to suspend work within five (5) working days of written notice if payment claims are not met.

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23.2 Suspension Effects

If SCE suspends work:

• SCE is not in breach of Contract
• SCE is not liable for any loss or damage
• SCE is entitled to time extensions
• SCE keeps all rights including termination rights

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24. Service of Notices

Written notices under this Contract are deemed given and received:

• By handing to the other party in person
• By leaving at the other party's address
• By registered post to the other party's address
• By email to the other party's last known email address

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25. Trusts

If the Client acts as trustee of any trust, additional obligations apply regarding trust authority, indemnity rights, and restrictions on trust modifications without SCE's consent.

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26. General Provisions

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26.1 Dispute Resolution

Disputes shall be submitted to adjudication under the Construction Contracts Act 2002 and/or arbitration under the Arbitration Act 1996.

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26.2 Governing Law

These terms are governed by New Zealand law and subject to the jurisdiction of Tauranga District Courts.

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26.3 Liability Limitation

SCE's liability is limited to direct damages not exceeding the Price of the Works. SCE shall not be liable for indirect or consequential loss.

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26.4 Assignment

• SCE may license and/or assign rights without Client consent
• Client cannot license or assign without SCE's written approval

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26.5 Force Majeure

Neither party is liable for defaults due to acts of God, war, terrorism, strikes, or other events beyond reasonable control.

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Contact Information

For questions about these Terms and Conditions, please contact us:

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Superior Civil & Earthworks (BOP) Limited

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Address:
12 Ke Ahi Rise
Tauriko, Tauranga 3110
New Zealand

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Phone: +64 27 239 3423

‍Email: info@scivil.nz

Website: www.superiorcivil.co.nz

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Business Hours:
Monday - Friday: 7:00 AM - 5:00 PM
Saturday - Sunday: Closed

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These Terms and Conditions of Trade are effective from 7th July 2025.
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