Terms & Conditions of Trade

Definitions

1.1 “RRAR” shall mean Roadrunner Auto Repairs, its successors and assigns or any person acting on behalf of and with the authority of Roadrunner Auto repairs . 1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by RRAR to the Customer. 1.3 “Works” shall mean all Works supplied by RRAR to the Customer (and where the context so permits shall include any supply of Parts as hereinafter defined) all such Works shall be as described on the invoices, quotation, work authorisation or any other forms provided by RRAR to the Customer and shall include any advice or recommendations. 1.4 “Parts” shall mean Parts supplied by RRAR to the Customer either separately, or as part of the Works (and where the context so permits shall include the supply of Works as defined above). 1.5 “Loan Car” means any Loan Car including any accessories supplied on hire by RRAR to the Customer (and where the context so permits shall include any supply of Works). The Loan Car shall be described on the invoices, quotation, authority to hire, or any work authorisation form supplied by RRAR to the Customer. 1.6 “Price” shall mean the price payable for the Works as agreed between RRAR and the Customer in accordance with clause 4 of this contract.

Acceptance

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Parts. 2.2 These terms and conditions may only be amended with RRAR’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and RRAR.

Change in Control

3.1 The Customer shall give RRAR not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by RRAR as a result of the Customer’s failure to comply with this clause.

Price And Payment

4.1 At RRAR’s sole discretion the Price shall be either: (a) as indicated on invoices provided by RRAR to the Customer in respect of the Works supplied; or (b) RRAR’s quoted Price (subject to clause 4.2) which shall be binding upon RRAR provided that the Customer shall accept RRAR’s quotation in writing within thirty (30) days of issue. 4.2 RRAR reserves the right to change the Price in the event of a variation to RRAR’s quotation. Any variation from the plan of scheduled works or specifications (including, but not limited to, additional works required due to hidden or unidentifiable difficulties beyond the control of RRAR such as overseas transactions may increase as a consequence of variations in foreign currency rates of exchange or as a result of increases to the Seller in the cost of materials and labour) will be charged for on the basis of the Seller’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion. 4.3 At RRAR’s sole discretion a deposit may be required. 4.4 Where RRAR is requested to store the Customer’s Parts or vehicle, or where Parts or vehicles are not collected within twenty-four (24) hours of advice to the Customer that they are ready for collection, then RRAR (at its sole discretion) may charge a reasonable fee for storage. 4.5 At RRAR’s sole discretion payment for approved Customers shall be due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices. 4.6 Time for payment for the Works shall be of the essence and will be stated on the invoice or any other forms. For the avoidance of doubt payment is due immediately at the completion of the job unless otherwise agreed to in writing prior to the job commencing. Vehicles will not be released until the payment has been made. 4.7 Payment will be made by electronic/on-line banking, credit card/contactless payment (plus a surcharge of up to three percent (3%) of the Price), or by any other method as agreed to between the Customer and RRAR. 4.8 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to RRAR an amount equal to any GST RRAR must pay for any supply by RRAR under this or any other agreement for the sale of the Parts. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

Please note that we have a minimum charge of one hour of labour on call outs and callouts outside of usual 9am-5pm business hours incur an additional $50 after hours fee. We also charge travel time and a per kilometre rate of $1.35 per/km

Delivery Of Works

5.1 At RRAR’s sole discretion delivery of the Works shall take place when: (a) RRAR provides the Works at RRAR’s address; or (b) RRAR provides the Works at the Customer’s nominated address. 5.2 Where RRAR is to provide any Works at the Customer’s nominated address then the Customer shall be liable for all costs incurred by RRAR from the time they depart from, and until they return to, their normal place of work (including, but not limited to, mileage and time calculated at RRAR’s standard rates and any Parts purchased for the Works). 5.3 The failure of RRAR to deliver shall not entitle either party to treat this contract as repudiated. 5.4 RRAR shall not be liable for any loss or damage whatsoever due to failure by RRAR to deliver the Works (or any of them) promptly or at all where due to circumstances beyond the control of RRAR.

Risk

6.1 If RRAR retains ownership of any Parts nonetheless, all risk for the Parts passes to the Customer on delivery. 6.2 If any of the Parts are damaged or destroyed following delivery but prior to ownership passing to the Customer, RRAR is entitled to receive all insurance proceeds payable for the Parts. The production of these terms and conditions by RRAR is sufficient evidence of RRAR’s rights to receive the insurance proceeds without the need for any person dealing with RRAR to make further enquiries. 6.3 The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third party arising out of the use or possession of any of the Parts sold by RRAR, whether such Parts are used singularly, or in combination with other Parts, substances, or process. 6.4 The Customer acknowledges and accepts that the supply of Parts for accepted orders may be subject to availability and if, for any reason, Parts are not or cease to be available, RRAR reserves the right to vary the Price with alternative Parts as per clause 4.2. RRAR also reserves the right to halt the Works until such time as RRAR and the Customer agree to such changes. 6.5 In the event that the Customer believes that RRAR has scratched the vehicle during the installation process of the Parts, the Customer shall within twenty-four (24) hours of delivery (time being of the essence) notify RRAR of any alleged defect or damage in accordance with 11.1. If the Customer fails to comply with clause 11.1, the vehicle shall be presumed to be free from any defect or damage. 6.6 The Customer acknowledges that it is the Customer’s responsibility to remove all personal/valuable items from the vehicle prior to RRAR carrying out their Services. RRAR shall not be liable in the event of any apparent loss or damage to personal/valuable items left in the vehicle. 6.7 The Customer accepts that in the event that the vehicle is stored for any period on RRAR’s premises that it is done so at the Customers own risk and it shall be the Customer's responsibility to ensure their vehicle and its contents are insured adequately or at all. 6.8 The Customer acknowledges that RRAR can only provide its Services on a vehicle in its current state as supplied to RRAR therefore RRAR shall not accept any responsibility for any workmanship of any third party that has worked on a Customers vehicle prior to Services being undertaken by RRAR (including but not limited to, poor paintwork or repairs).

Customer’s Responsibility

7.1 It is the Customer’s responsibility to ensure that the Customer’s motor vehicle is insured against all possible damage (including but not limited to, the perils of accident, fire, theft and burglary and all other usual risks) whilst stored on the Customers premises. The motor vehicle is at all times stored and repaired at the Customers sole risk. 7.2 The Customer agrees that any work carried out on the motor vehicle and/or storage of the motor vehicle at RRAR’s premises is done so at the Customers own risk and releases to the full extent permitted by law, RRAR, its franchisees with whom the Customer contracts, and each of their servants, agents, employees, contractors and invitees from all claims and demands of any kind and from all liability which may arise in respect of any accident, damage or injury occurring to any person or property arising out of the storage and/or repair of the motor vehicle. 7.3 RRAR shall not be liable for the loss or damage to any motor vehicle left with RRAR, its accessories or personal/valuable items while it is being stored, transported or operated in connection with the work authorised unless caused by the negligence of RRAR or RRAR’s employees.

Title

8.1 RRAR and Customer agree that ownership of the Parts shall not pass until: (a) the Customer has paid RRAR all amounts owing to RRAR; and (b) the Customer has met all of its other obligations to RRAR. 8.2 Receipt by RRAR 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 RRAR’s ownership or rights in respect of the Parts shall continue. 8.3 It is further agreed that: (a) until ownership of the Parts passes to the Customer in accordance with clause 8.1 that the Customer is only a bailee of the Parts and unless the Parts have become fixtures must return the Parts to RRAR on request. (b) the Customer holds the benefit of the Customer’s insurance of the Parts on trust for RRAR and must pay to RRAR the proceeds of any insurance in the event of the Parts being lost, damaged or destroyed. (c) the Customer must not sell, dispose, or otherwise part with possession of the Parts other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Parts then the Customer must hold the proceeds of any such act on trust for RRAR and must pay or deliver the proceeds to RRAR on demand. (d) the Customer should not convert or process the Parts or intermix them with other Parts but if the Customer does so then the Customer holds the resulting product on trust for the benefit of RRAR and must sell, dispose of or return the resulting product to RRAR as it so directs. (e) the Customer irrevocably authorises RRAR to enter any premises where RRAR believes the Parts are kept and recover possession of the Parts. (f) RRAR may recover possession of any Parts in transit whether or not delivery has occurred. (g) the Customer shall not charge or grant an encumbrance over the Parts nor grant nor otherwise give away any interest in the Parts while they remain the property of RRAR. (h) RRAR may commence proceedings to recover the Price notwithstanding that ownership of the Parts has not passed to the Customer.

Personal Property Securities Act 1999 (“PPSA”)

9.1 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that: (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and (b) a security interest is taken in all Parts/Collateral (account) – being a monetary obligation of the Customer to RRAR for Works – that have previously been supplied and that will be supplied in the future by RRAR to the Customer. 9.2 The Customer undertakes to: (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which RRAR may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; (b) indemnify, and upon demand reimburse, RRAR for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Parts charged thereby; (c) not register a financing change statement or a change demand without the prior written consent of RRAR; and (d) immediately advise RRAR of any material change in its business practices of selling the Parts which would result in a change in the nature of proceeds derived from such sales. 9.3 RRAR and the Customer agree that nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall apply to these terms and conditions. 9.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131, 132 and 148 of the PPSA. 9.5 Unless otherwise agreed to in writing by RRAR, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA. 9.6 The Customer shall unconditionally ratify any actions taken by RRAR under clauses 9.1 to 9.5.

Security and Charge

10.1 In consideration of RRAR agreeing to supply the Works, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). 10.2 The Customer indemnifies RRAR from and against all RRAR’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising RRAR’s rights under this clause. 10.3 The Customer irrevocably appoints RRAR and each director of RRAR as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10.1 including, but not limited to, signing any document on the Customer’s behalf.

Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

11.1 The Customer must inspect all Works on delivery and must within seven (7) days of delivery notify RRAR in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Works as soon as reasonably possible after any such defect becomes evident. Upon such notification, the Customer must allow RRAR to inspect the Works. 11.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees). 11.3 RRAR acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees. 11.4 Except as otherwise provided by clause 11.1, RRAR shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of: (a) the Customer failing to properly maintain or store any Parts; (b) the Customer using the Parts for any purpose other than that for which they were designed; (c) the Customer continuing the use of any Parts after any defect became apparent or should have become apparent to a reasonably prudent operator or user; (d) the Customer failing to follow any instructions or guidelines provided by RRAR; or (e) fair wear and tear, any accident, or act of God. 11.5 RRAR may in its absolute discretion accept non-defective Parts for return in which case RRAR may require the Customer to pay handling fees of up to twenty-five percent (25%) of the value of the returned Parts plus any freight costs. 11.6 Notwithstanding anything contained in this clause if RRAR is required by a law to accept a return then RRAR will only accept a return on the conditions imposed by that law. 11.7 Subject to clause 11.1, customised, or non-stocklist items or made-to-order Parts are not acceptable for credit or return.

Intellectual Property

12.1 Where RRAR has designed, drawn or written Works for the Customer, then the copyright in any designs and drawings and documents shall remain the property of RRAR. 12.2 The Customer warrants that all designs, specifications or instructions given to RRAR will not cause RRAR to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify RRAR against any action taken by a third party against RRAR in respect of any such infringement. 12.3 The Customer agrees that RRAR may (at no cost) use for the purposes of marketing or entry into any competition, any Works which RRAR has created for the Customer.

Default and Consequences of Default

13.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at RRAR’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. 13.2 If the Customer owes RRAR any money the Customer shall indemnify RRAR from and against all costs and disbursements incurred by RRAR in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, RRAR’s collection agency costs, and bank dishonour fees). 13.3 Further to any other rights or remedies RRAR may have under this contract, if a Customer has made payment to RRAR, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by RRAR under this clause 13 where it can be proven that such reversal is found to be illegal, fraudulent, or in contravention to the Customer’s obligations under this agreement. 13.4 Without prejudice to RRAR’s other remedies at law RRAR shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to RRAR shall, whether or not due for payment, become immediately payable if: (a) any money payable to RRAR becomes overdue, or in RRAR’s opinion the Customer will be unable to make a payment when it falls due; (b) the Customer has exceeded any applicable credit limit provided by RRAR; (c) the Customer 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 (d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

Cancellation

14.1 Without prejudice to any other remedies RRAR may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions RRAR may suspend or terminate the supply of Works to the Customer. RRAR will not be liable to the Customer for any loss or damage the Customer suffers because RRAR has exercised its rights under this clause. 14.2 RRAR may cancel any contract to which these terms and conditions apply or cancel delivery of Works at any time before the Works are delivered by giving written notice to the Customer. On giving such notice RRAR shall repay to the Customer any money paid by the Customer for the Works. RRAR shall not be liable for any loss or damage whatsoever arising from such cancellation. 14.3 In the event that the Customer cancels delivery of Works the Customer shall be liable for any and all loss incurred (whether direct or indirect) by RRAR as a direct result of the cancellation (including, but not limited to, any loss of profits). 14.4 Cancellation of orders for Parts made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

Privacy Act 1993

15.1 The Customer authorises RRAR or RRAR’s agent to: (a) access, collect, retain and use any information about the Customer; (i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or (ii) for the purpose of marketing products and services to the Customer. (b) disclose information about the Customer, whether collected by RRAR from the Customer directly or obtained by RRAR from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit report on the Customer, and/or notifying a default by the Customer. 15.2 Where the Customer is an individual the authorities under clause 15.1 are authorities or consents for the purposes of the Privacy Act 2020. 15.3 The Customer shall have the right to request (by e-mail) from RRAR, a copy of the information about the Customer retained by RRAR and the right to request that RRAR correct any incorrect information. 15.4 RRAR will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required to fulfill the obligations of this agreement or is required to be maintained and/or stored in accordance with the law. 15.5 The Customer can make a privacy complaint by contacting RRAR via e-mail. RRAR will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to reach a decision on the complaint within thirty (30) days of receipt of the complaint. If the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.

Service of Notices

16.1 Any written notice given under this contract shall be deemed to have been given and received: (a) by handing the notice to the other party, in person; (b) by leaving it at the address of the other party as stated in this contract; (c) by sending it by registered post to the address of the other party as stated in this contract; (d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of a transmission report confirming the successful transmission of the notice; (e) if sent by email to the other party’s last known email address. 16.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

Trusts

17.1 If the Customer at any time upon or subsequent to entering into the contract is acting in the capacity of trustee of any trust (Trust) then whether or not RRAR may have notice of the Trust, the Customer covenants with RRAR as follows: (a) the contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund; (b) the Customer has full and complete power and authority under the Trust to enter into the contract and this contract binds the Customer as trustee of the Trust and the Customer shall be liable for the performance of all obligations as trustee; (c) the Customer shall be bound by the terms of the Trust and shall not without consent in writing of RRAR (RRAR will not unreasonably withhold consent), amend or revoke the Trust instrument or otherwise vary the terms of the Trust; (d) the Customer shall promptly after request provide RRAR with a copy of the Trust deed and any other documents relating to the Trust as reasonably required by RRAR.

General

18.1 Any dispute or difference arising as to the interpretation of this contract or as to any matter or thing arising out of or in connection with this contract shall be resolved by a sole arbitrator to be agreed upon by the parties or failing agreement to be nominated by the then President of the Arbitrators and Mediators Institute of New Zealand Inc. and such arbitration shall be held in Auckland and conducted in accordance with the Arbitration Act 1996. 18.2 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. 18.3 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. 18.4 RRAR shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by RRAR of these terms and conditions (alternatively RRAR’s liability shall be limited to damages which under no circumstances shall exceed the Price). 18.5 RRAR may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer’s consent. 18.6 The Customer cannot licence or assign without the written approval of RRAR. 18.7 RRAR may elect to subcontract out any part of the Works but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of RRAR’s sub-contractors without the authority of RRAR. 18.8 The Customer agrees that RRAR may amend these terms and conditions at any time. If RRAR makes a change to these terms and conditions, then that change will take effect from the date on which RRAR notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for RRAR to provide Works to the Customer. 18.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party. 18.10 The failure by RRAR to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect RRAR’s right to subsequently enforce that provision.