1. Application of these Terms

1. These Terms apply to all coatings applied by Bluseal either on site or in the factory and all customers of Bluseal.
2. These Terms supersede and exclude all discussions, representations, terms and/or conditions of trade, and all written or oral agreements, arrangements and understandings between Bluseal and the customer notwithstanding any additional or conflicting terms or conditions that may be contained in any Request for Supply or other purchase or sale form, in which case these Terms shall prevail to the exclusion of any additional or conflicting terms or conditions.
3. Bluseal reserves the right to amend these Terms at any time by notice to the customer and the amended terms will apply in respect of all Bluseal products and services.

2. Price

1. Neither these Terms, nor any price list, estimate or quotation given by Bluseal, shall constitute an offer (capable of acceptance) or an agreement by Bluseal to supply any products and services to the customer. Each Request for Supply placed by the customer is an offer to purchase the relevant Supply subject to these Terms.
2. Bluseal may in its discretion accept or reject any Request for Supply made by the customer. All quotations, unless otherwise specified, are subject to acceptance by Bluseal within 30 days from date of acceptance of the quotation.
3. The minimum order amount for any Request for Supply made by the customer shall be $300.
4. Notwithstanding the foregoing, Bluseal may in its sole discretion accept a Request for Supply which has been placed after the relevant quotation has been superseded or has lapsed or is below the minimum order threshold.

3. Terms of Payment

1. Bluseal may require the customer to pay a deposit which shall be payable prior to the Supply.
2. Bluseal may issue an invoice for the Supply. Payment of all invoices must be made on the earlier of the specified due date or within 14 days of the invoice, payment must be in full without deduction, set-off or counterclaim.
3. If Bluseal has granted the customer a credit account, then full payment of all invoices shall be made on or before the 20th day of the month following the specified due date or the date of supply (whichever is earlier). Bluseal reserves the right to modify or withdraw any customer credit account at its sole discretion on written notice to the customer.
4. Payment for products supplied on EFTPOS/Cash basis shall be made in full by the customer before or at the time the products is supplied or released to the customer.
5. The customer shall give Bluseal written notice within 7 days of receiving an invoice if the customer believes that the invoice is not correct. If the customer has not given Bluseal valid notice of the error(s), the invoice shall be deemed to be correct.
6. If an invoice is not disputed and remains unpaid after the due date, or if an invoice is disputed but the undisputed part of that invoice is not paid by the due date, without prejudice to any other rights or remedies available to it under these Terms or otherwise, Bluseal may charge interest on the amount outstanding at a rate of 2.5% per month calculated on a daily basis.
7. The customer fully indemnifies Bluseal and shall be responsible for all costs, charges, expenses or disbursements, including legal costs (calculated on a full indemnity basis) and collection charges in the event of a breach of these Terms including non-payment of any invoice by the due date.

4. Delivery

All equipment sent to the factory for coating by Bluseal is at the customer’s sole risk. The customer shall arrange delivery to and from the factory and any associated insurance. Bluseal shall not be liable for any damage caused by freight, loss or theft, lightning, or natural disaster, or mishandling that may occur.

5. Limited Warranty

1. Bluseal warrants that the coating shall be free from defects in material and workmanship for a period of three (3) years [except Rotorua one (1) year] from the date of completion of the original application of the Coating (“warranty period”). Any service, repair or replacement performed under warranty will not extend the warranty period.
2. If the customer notifies Bluseal within the relevant notice period (see express warranty) of a defective coating, and provided that:
   1. the customer has complied with the notice, maintenance, record keeping, and other requirements set out in the express warranty document, and
   2. Bluseal agrees that such coating is defective,
   Bluseal at its sole option may elect to repair or replace the defective coating, issue a credit note or give the customer a refund. Bluseal will not be liable for the replacement of any coil, panel or loss of refrigerant. Bluseal reserves the right to inspect and field repair any coil or panel by application of a corrosion resistant coating.
3. No person (including any agent or salesperson) has authority to expand Bluseal’s obligations beyond the warranty terms set forth in these Terms and any express warranty (together the “Warranty”), or to state that the performance of the Coating is other than that published by Bluseal.
4. The Warranty extends only to the original customer and is non-transferable. Written notice of defective or damaged Coating, or of improper application of the Coating, must be reported to Bluseal within 14 days of discovery. In the event of a dispute regarding the cause of any coil or panel irregularity or failure due to the Coating, an electron microscopic analysis will be conducted by an independent laboratory of Bluseal’s choice, and the results will be binding on the parties.
5. The Warranty is valid only if the coil or panel is properly and routinely maintained and cleaned in accordance with the express warranty terms and Bluseal’s maintenance plan, and only if the customer keeps complete and accurate documentation of its maintenance plan using the sample worksheet provided by Bluseal to the customer (procedures & record worksheet available at www.bluseal.co.nz).
6. The Warranty will be automatically void if:
   1. Coating failure is from the improper installation of the coil or panel or from its physical or mechanical misuse/abuse, corrosive liquids or gases inside the system, wind driven sand, rupturing of tubing, or changes in exposure that are outside the design limits of the Coating as published by Bluseal.
   2. any damage to the Coating arising from improper handling, storage, abuse, misuse, or alteration of the Coating in any manner.
   3. if the customer fails to follow the recommended maintenance instructions provided by Bluseal to the customer.
   4. if the customer fails to maintain records which will include the name of the customer, the location of the coil or panel, the coil’s serial number, and the date of installation of the coil or panel.
   5. if the customer removes, destroys, or makes illegible the Bluseal identification number that is attached or engraved on the coil or panel.
7. The following costs are expressly excluded from Bluseal’s obligations under this Warranty: labour or service costs, including the cost for removing or installing parts, any shipping or handling charges, costs for ancillary damage to coils, panels or equipment, costs for replacement of coils or panels, costs for refrigerant recovery, and costs for rental or temporary equipment.
8. This limited warranty constitutes the customer’s sole remedy. It is given in lieu of all other warranties. All implied warranties, including any implied warranty of merchantability or fitness for a particular purpose, are expressly excluded. It is expressly understood and agreed that in no event and under no circumstances shall Bluseal be liable for incidental or consequential damages, whether the theory be breach of this or any other warranty, negligence, strict liability or otherwise.

6. General

1. If any part of these Terms, a quote or Request for Supply is illegal or unenforceable, that provision will be interpreted as may be necessary to ensure it is not illegal or unenforceable. If any provision or part of it cannot be interpreted in that way, the provision or part of it will be severed from these Terms and the remaining provisions continue in full force and effect.
2. Any failure or delay by Bluseal in exercising its rights under these Terms shall not be deemed to be a variation or waiver of any Term or of any right available to it.
3. A party will not be liable for any failure to perform these Terms if the failure is due to a cause reasonably beyond the control of that party and that party uses its reasonable endeavours to perform despite the cause. In the event that Bluseal is unable to supply the services or any associated products due to circumstances reasonably beyond its control (including, without limitation, delays in transportation and associated logistics), Bluseal shall notify the customer as soon as reasonably practicable, and if the parties are not able to agree to alternative arrangements, Bluseal may without resulting liability cancel the relevant supply or any part thereof, resell any relevant products and/or allocate the available products amongst any other customers as Bluseal sees fit. This clause does not excuse a party from any obligation to make a payment when due.
4. These Terms do not confer on the customer any right or interest in, or licence to use, or permit to use, any intellectual property which is owned by, or is proprietary to, Bluseal.
5. Unless GST is expressly included, all prices are excluding GST and GST (if any) will be payable in addition to those prices.
6. The customer may not cancel or modify any Request for Supply that Bluseal has accepted unless Bluseal consents in writing and the customer shall immediately be reimbursed less any reasonable costs incurred by Bluseal.
7. Where the Supply for or connected with a commercial or business use, the Customer agrees that the New Zealand Consumer Guarantees Act 1993 (“CGA”) shall not apply and shall be excluded to the fullest extent possible.
8. Bluseal reserves the right to change specifications, methods, and other protocols with respect to Coating without incurring any obligation to the customer.
9. These Terms and any other agreement between Bluseal and the customer shall be governed in all respects by the laws of New Zealand.

7. Definitions

1. “Coil” means the heat transfer area of the condenser unit up to and including the header, but not including the first solder or braze joint.
2. “Request for Supply” means the order or other such communications (written or oral) that Bluseal receives from a customer requesting the supply of a certain coating application service, on a specified pricing basis.
3. “Supply” means the provision of the coating application service by an approved Bluseal applicator and includes the associated Bluseal coating product.