Eco Lawn Terms & Conditions

Terms & Conditions

  1. Definitions
    1. “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Eco Lawn to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      1. if there is more than one Client, is a reference to each Client jointly and severally; and
      2. if the Client is a partnership, it shall bind each partner jointly and severally; and
      3. if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
      4. includes the Client’s executors, administrators, successors and permitted assigns.
    2. “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
    3. “Cookies” means small files which are stored on a user’s computer.  They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using Eco Lawn’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
    4. “Eco Lawn” means Eco Lawn Limited, its successors and assigns.
    5. “Goods” means all Goods or Services supplied by Eco Lawn to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    6. “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Eco Lawn and the Client in accordance with clause 7 below.


  1. Acceptance
    1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
    2. In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
    3. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
    4. The Client acknowledges that the supply of Goods or Services on credit shall not take effect until the Client has completed a credit application with Eco Lawn and it has been approved with a credit limit established for the account.
    5. In the event that the supply of Goods or Services requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, Eco Lawn reserves the right to refuse delivery.
    6. The Client accepts that Eco Lawn’s quotation is based on normal working hours and conditions and making the most economical use of labour. Any work required outside these parameters may attract an additional charge and shall be treated as a variation as per clause 7.2.
    7. These terms and conditions are meant to be read in conjunction with Eco Lawn’s blogs posted on their website www.ecolawn.nz. and any other documentation provided with the Goods.
    8. 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 or any other applicable provisions of that Act or any Regulations referred to in that Act.
  1. Errors and Omissions
    1. The Client acknowledges and accepts that Eco Lawn shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
      1. resulting from an inadvertent mistake made by Eco Lawn in the formation and/or administration of this Contract; and/or
      2. contained in/omitted from any literature (hard copy and/or electronic) supplied by Eco Lawn in respect of the Services.
    2. In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of Eco Lawn; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
  1. Change in Control
    1. The Client shall give Eco Lawn not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address and contact phone or fax number/s, change of trustees or business practice). The Client shall be liable for any loss incurred by Eco Lawn as a result of the Client’s failure to comply with this clause.
  1. On-Line Ordering
    1. The Client acknowledges and agrees that:
      1. Eco Lawn does not guarantee the website’s performance;
      2. display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by Eco Lawn;
      3. on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades;
      4. there are inherent hazards in electronic distribution, and as such Eco Lawn cannot warrant against delays or errors in transmitting data between the Client and Eco Lawn including orders, and you agree that to the maximum extent permitted by law, Eco Lawn will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders;
      5. when making a transaction through the website, the Client’s information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by Eco Lawn and/or displayed on the website. The encryption process ensures that the Client’s information cannot be read by or altered by outside influences;
      6. if the Client is not the cardholder for any credit card being used to pay for the Goods, Eco Lawn shall be entitled to reasonably assume that the Client has received permission from the cardholder for use of the credit card for the transaction.
    2. Eco Lawn reserves the right to terminate the Client’s order if it learns that you have provided false or misleading information, interfered with other users or the administration of Eco Lawn’s business, or violated these terms and conditions.
  1. Out of Stock/Substitution
    1. Eco Lawn will use its reasonable endeavours to ensure that all Goods ordered by the Client are supplied to the Client. If the Goods ordered is not available in stock, Eco Lawn shall work with the Client on a case by case basis where options may include back order of Goods or amendment to the order.
  1. Price and Payment
    1. At Eco Lawn’s sole discretion the Price shall be either:
      1. as indicated on any invoice provided by Eco Lawn to the Client; or
      2. the Price as at the date of delivery of the Goods according to Eco Lawn’s current price list; or
      3. Eco Lawn’s estimated Price (subject to clause 7.2) which shall not be deemed binding upon Eco Lawn as the actual Price can only be determined upon completion of the Services. Eco Lawn undertakes to keep the Client informed should the actual Price look likely to exceed the original estimate; or
      4. Eco Lawn’s quoted Price (subject to clause 7.2) which will be valid for the period stated in the quotation or otherwise for a period of seven (7) days.
    2. Eco Lawn reserves the right to change the Price:
      1. if a variation to the Goods which are to be supplied is requested; or
      2. if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
      3. where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations, prerequisite work by any third party not being completed, hard rock or other barriers below the surface, other latent soil conditions, hidden underground pipes and wiring, hard fill removal, additional aggregate required, general landfill and cartage,etc.) which are only discovered on commencement of the Services; or
      4. in the event of fluctuations in foreign currency rates of exchange, taxes, levies, and/or international freight and insurance charges or increases to Eco Lawn in the cost of labour or Goods which are beyond Eco Lawn’s control.
    3. Variations will be charged for on the basis of Eco Lawn’s quotation, and will be detailed in writing, and shown as variations on Eco Lawn’s invoice. The Client shall be required to respond to any variation submitted by Eco Lawn within ten (10) working days. Failure to do so will entitle Eco Lawn to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
    4. At Eco Lawn’s sole discretion a non-refundable deposit may be required
    5. Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Eco Lawn, which may be:
      1. on or before delivery of the Goods; or
      2. forty-eight (48) hours following completion of the Services; or
      3. by way of instalments/progress payments in accordance with Eco Lawn’s payment schedule;
      4. for certain approved Clients, 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;
      5. the date specified on any invoice or other form as being the date for payment; or
      6. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Eco Lawn.
    6. Payment may be made by electronic/on-line banking, or by any other method as agreed to between the Client and Eco Lawn.
    7. Eco Lawn may in its discretion allocate any payment received from the Client towards any invoice that Eco Lawn determines and may do so at the time of receipt or at any time afterwards. On any default by the Client Eco Lawn may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Eco Lawn, payment will be deemed to be allocated in such manner as preserves the maximum value of Eco Lawn’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
    8. 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 Eco Lawn nor to withhold payment of any invoice because part of that invoice is in dispute.
    9. Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Eco Lawn an amount equal to any GST Eco Lawn must pay for any supply by Eco Lawn under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client 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.
  1. Provision of the Services
    1. Subject to clause 8.2 it is Eco Lawn’s responsibility to ensure that the Services start as soon as it is reasonably possible.
    2. The Services’ commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that Eco Lawn claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond Eco Lawn’s control, including, but not limited to, delays in lead times caused by weather conditions, staff shortages etc, which shall not be grounds for a refund and any failure by the Client to:
      1. make a selection;
      2. have the site ready for the Services; or
      3. notify Eco Lawn that the site is ready.
    3. Delivery (“Delivery”) of the Goods is taken to occur at the time that:
      1. the Client or the Client’s nominated carrier takes possession of the Goods at Eco Lawn’s address; or
      2. Eco Lawn (or Eco Lawn’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
    4. At Eco Lawn’s sole discretion the cost of Delivery is included in the Price.
    5. Eco Lawn may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
    6. Any time specified by Eco Lawn for Delivery of the Goods is an estimate only and Eco Lawn will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. However both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that Eco Lawn is unable to supply the Goods as agreed solely due to any action or inaction of the Client, then Eco Lawn shall be entitled to charge a reasonable fee for redelivery and/or storage.
  1. Risk
    1. Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods
      on or before Delivery.
    2. If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Eco Lawn is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Eco Lawn is sufficient evidence of Eco Lawn’s rights to receive the insurance proceeds without the need for any person dealing with Eco Lawn to make further enquiries.
    3. If the Client requests Eco Lawn to leave Goods outside Eco Lawn’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
    4. Where Eco Lawn is to both supply and install Goods then Eco Lawn shall maintain a contract works insurance policy until the Services are completed. Upon completion of the Services all risk for the Services shall immediately pass to the Client.
    5. The Client acknowledges that:
      1. all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in Eco Lawn’s or manufacturer’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Client shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the Contract, unless expressly stated as such in writing by Eco Lawn;
      2. while Eco Lawn may have provided information or figures to the Client regarding the performance of the Goods, the Client acknowledges that Eco Lawn has given these in good faith, and are estimates based on industry prescribed estimates;
      3. the installation process for synthetic lawn may require joins and the appearance of these may be affected by the light source and whilst Eco Lawn’s installers make every effort to make joins invisible, it is not always possible;
      4. Goods supplied may:
        1. exhibit variations in shade, colour, texture, surface and finish, and may fade or change colour over time. Eco Lawn will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur;
        2. expand, contract or distort as a result of exposure to heat, cold, weather;
        3. mark or stain if exposed to certain substances; and
        4. be damaged or disfigured by impact or scratching.
    6. The Client acknowledges and accepts that the back edge of turf where the grain of the turf faces away from the edge may appear short but is not as Eco Lawn usually fills this edge with sand.
    7. Should the Client grab the turf and tug on it the ground pins are able to be pulled out. Should Eco Lawn install a timber plinth Eco Lawn shall fix the turf to the timber plinth using adhesive and staples and it is very difficult to pull the turf up using your fingers.
  1. Earthworks, Site Conditions and Preparation Risks
    1. Unless otherwise agreed any additional on site groundworks will be the responsibility of the Client.
    2. Where earthworks or site preparation work are included in the scope of Services to be provided; the following shall not be included in the work to be done and:
      1. any costs associated with the removal of rocks, hidden debris, roots, etc. from the site;
      2.  it shall not be assumed that retaining walls are included to hold filled or cut areas and any such walls specifically mentioned will be to sizes and heights given and increases in these for any reason will be deemed to be a variation and charged for appropriately;
      3. where batters are to be constructed they will be left shaped but not covered with topsoil, grass or other material.
    3. Eco Lawn shall not be held liable for any settlement or other subsurface movement whether it is on filled areas or not nor for any effects of underground water, springs, seepage, etc.
    4. The Client acknowledges and accepts that where Eco Lawn has:
      1. constructed the base in addition to the surface, Eco Lawn cannot guarantee the drainage, as the base work is without any additional drainage. The Client shall be responsible for ensuring that the area has suitable drainage prior to Eco Lawn commencing any Services; and/or
      2. installed additional drainage, Eco Lawn cannot guarantee against water pooling on the lawn, especially during very heavy downpours and clause 32.9 shall apply.
    5. On surface only contracts, depressions that are rectified at the Client’s request shall be deemed a variation as per clause 7.2 and charged for accordingly.
    6. Compliance relating to drainage falls will be approximate and varied, along with the levels of pit drains, etc., to best suit the site conditions and achieve suitable overall drainage.
    7. Eco Lawn may lay poison or sever plant roots to reduce the risk of vegetation growth penetrating the surface after construction. The Client shall indemnify Eco Lawn for any loss, costs or damages as a result of this action including, but not limited to, loss or damage to plants, trees or gardens, etc. adjoining the site.
    8. The Client accepts that:
      1. any damage to the surface as a result of the penetration of vegetation growth shall not be Eco Lawn’s liability or responsibility as the Client acknowledges that seeds, shoots, and other propagation can occur due to being carried by wind, birds, vehicles or other means occurring during construction and that some seeds, shoots etc. may lay at levels deeper than which poison may penetrate or be protected from impervious materials; and
      2. the sun’s reflection from glass, steel or other reflective items may damage the turf.
    9. Eco Lawn shall not be held liable for any damages, costs, or losses resulting from alterations to levels, drainage, by delivery vehicles, or other cause outside Eco Lawn’s control.
    10. The quotation is submitted on the basis that the Client approves the site as being suitable in all respects including location and base without requiring Eco Lawn to make any investigations of their own.
  1. Client’s Responsibilities
    1. It shall be the Client’s responsibility:
      1. to make the site available on the agreed dates and times. If the Services are delayed or interrupted by the failure of the Client to adhere to the installation schedule agreed to between Eco Lawn and the Client, any additional costs will be invoiced to the Client as per clause 7.2;
      2. for any soil tests or other site suitability investigations as required or appropriate prior to commencement of any Services by Eco Lawn;
      3. to mow the Client’s existing lawn as short as possible within forty-eight (48) hours prior to Eco Lawn commencing work.
    2. Unless otherwise agreed, the Client may be required to:
      1. either spray the weeds in the area with herbicide or have the area steamed to kill off all weeds. Approximately two (2) weeks after the aforementioned and the weeds are dead, the Client shall remove the weeds prior to Eco Lawn arriving on site to commence work (if applicable);
      2. remove all organic matter and soft soil (if applicable);
      3. add geotek cloth to the sub-soil and to build the area up with compact aggregate to the finished height of the turf being approximately 90mm (if applicable);
      4. remove any animal faeces from the work area and the path to the work area (if applicable);
      5. install:
        1. all containment edging required to ensure aggregate is not able to leak out on the work area (if applicable);
        2. timber plinth around the perimeter (if applicable);
        3. additional drainage (if applicable) as Eco Lawn cannot guarantee against water pooling during very heavy downpours;
      6. complete substrate prep completely ready for Eco Lawn to install the turf. Should Eco Lawn be required to complete the substarate prep to a suitable standard, Eco Lawn shall charge a fee and will be invoiced to the Client as a variation in accordance with clause 7.2. (if applicable); and
      7. remove fence panel(s) and/or gates if required. Should the Client fail to adhere to this clause then Eco Lawn may charge an additional fee.
    3. Unless otherwise agreed to, the Client is responsible for any cleaning up or associated work including, but not limited to, the removal of material washed onto the surface at any time from surrounding areas. Eco Lawn shall tidy up Eco Lawn’s rubbish only and not that as a result of third parties’ trade waste.
    4. The Client shall provide Eco Lawn without charge, access to site toilet facilities, a suitable power source.
    5. It is the Client’s responsibility to ensure:
      1. water taps with suitable fittings are to be provided within 20 metres of the site;
      2. adequate working areas, including fence lines shall be free from obstruction and other trades.
    6. Eco Lawn may at its discretion notify the Client that it requires to store at the site materials, or plant and tools required for the Services, in which event the Client shall supply Eco Lawn a safe area for storage and shall take all reasonable efforts to protect all items so stored from possible destruction, theft or damage. In the event that any such items are destroyed, stolen or damaged then the cost of repair or replacement shall be the Client’s responsibility.
  1. Additional Installation Clauses (where applicable)
    1. At Eco Lawn’s sole discretion:
      1. the inlet plug to the irrigation system shall be plugged up. Eco Lawn shall bury any part of the irrigation system located within the work area that is obstructing the installation process. An additional charge will be incurred should the Client decide to keep the irrigation system once work has commenced;
      2. prior to Eco Lawn commencing any work the Client must (where applicable) advise Eco Lawn of the precise location of any irrigation systems on the work area and clearly mark the same. Whilst Eco Lawn will take all care to avoid damage to an irrigation system during the dig out process, the Client agrees to indemnify Eco Lawn in respect of all and any liability claims, loss, damage, costs as a result of damage;
      3. it is the Client’s responsibility to organise and be liable for all costs associated with protecting the surface and shall take all reasonable precautions to protect against destruction or damage by way of vandalism. In the event that the surface is destroyed or damaged due to vandalism then the cost of repair or replacement shall be borne by the Client.
    2. Where court lighting is installed by a third party contractor:
      1. Eco Lawn shall accept no responsibility for work undertaken by any third party contractor employed by Eco Lawn. If the Client believes that they have any claim in relation to works undertaken by that third party then said claim must be made against the third-party contractor in the first instance; and
      2. where the Contract does not include installation by Eco Lawn, Eco Lawn shall not be liable for any defect or damage resulting from incorrect or faulty installation.
  1. Access
    1. The Client shall ensure that:
      1. Eco Lawn has clear and free access to the site at all times to enable them to undertake the Services including provision of a skip bin, aggregate and timber to be delivered at the site. If the Client has requested that the skip bin be placed in a different area than where Eco Lawn had specified it may cause the loading of the skip bin to be more labour intensive due to awkward access points into the skip bin, Eco Lawn reserves the right to charge the Client additional labour costs relating to moving materials into the skip bin. Eco Lawn shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Eco Lawn;
      2. in the event Eco Lawn require access, in order to undertake the Services, to an adjoining or adjacent property or land to the nominated site, that is not owned by the Client, then it is the Client’s responsibility to gain permission from the land owner to use the above mentioned property throughout the process or delivering the Services. In the event the land owner denies access or use of the land or property, the Client shall be liable for all costs incurred by Eco Lawn in gaining permission to access and/or use the property through any legal process that may be deemed necessary;
      3. the Client agrees to remove any furniture, furnishings, rubbish, pot plants, ornaments, trampolines or personal goods from the vicinity of the Services and agrees that Eco Lawn shall not be liable for any damage caused to those items through the Client’s failure to comply with this clause;
      4. during the provision of the Services that it shall be the Client’s responsibility to ensure that any children and/or pets on site and/or any visitors to the site are moved to safe location away from the installation of the Goods for their own health and safety. Eco Lawn accepts no liability in the event of any injury due to failure by the Client to comply with this clause; and
      5. the Client shall arrange (at the Client’s expense) for all parking permits where no free parking facilities are available. Furthermore, any parking infringements and tickets received by Eco Lawn shall be charged back to the Client.
  1. Accuracy of Client’s Plans & Measurements for Orders
    1. Eco Lawn shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, Eco Lawn accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
    2. In the event the Client gives information relating to measurements and quantities of Goods required in completing the Services, it is the Client’s responsibility to verify the accuracy of the measurements and quantities, before the Client or Eco Lawn places an order based on these measurements and quantities. Eco Lawn accepts no responsibility for any loss, damages, or costs however resulting from the Client’s failure to comply with this clause.
  1. Surplus Goods
    1. Unless otherwise stated elsewhere in this Contract:
      1. only suitable new Goods will be used; and
      2. Goods which Eco Lawn brings to the site which are surplus remain the property of Eco Lawn.
  1. Underground Locations
    1. Prior to Eco Lawn commencing any work the Client must advise Eco Lawn of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Client must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
    2. Whilst Eco Lawn will take all care to avoid damage to any underground services the Client agrees to indemnify Eco Lawn in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 15.1.
  1. Compliance with Laws
    1. The Client and Eco Lawn shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.
    2. The Client shall obtain (at the expense of the Client) all licenses, permits and approvals that may be required for the Services.
    3. The Client agrees that the site will comply with any WorkSafe guidelines relating to building/construction sites and any other relevant safety standards or legislation.
  1. Title
    1. Eco Lawn and the Client agree that ownership of the Goods shall not pass until:
      1. the Client has paid Eco Lawn all amounts owing to Eco Lawn; and
      2. the Client has met all of its other obligations to Eco Lawn.
    2. Receipt by Eco Lawn 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.
    3. It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 18.1:
      1. the Client is only a bailee of the Goods and must return the Goods to Eco Lawn on request;
      2. the Client holds the benefit of the Client’s insurance of the Goods on trust for Eco Lawn and must pay to Eco Lawn the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
      3. the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Eco Lawn and must pay or deliver the proceeds to Eco Lawn on demand;
      4. the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Eco Lawn and must sell, dispose of or return the resulting product to Eco Lawn as it so directs;
      5. the Client irrevocably authorises Eco Lawn to enter any premises where Eco Lawn believes the Goods are kept and recover possession of the Goods;
      6. Eco Lawn may recover possession of any Goods in transit whether or not Delivery has occurred;
      7. the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Eco Lawn; and
      8. Eco Lawn may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
  1. Personal Property Securities Act 1999 (“PPSA”)
    1. Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
      1. these terms and conditions constitute a security agreement for the purposes of the PPSA; and
      2. a security interest is taken in all Goods that have previously been supplied and that will be supplied in the future by Eco Lawn to the Client, and the proceeds from such Goods as listed by Eco Lawn to the Client in invoices rendered from time to time.
    2. The Client undertakes to:
      1. sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Eco Lawn may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
      2. indemnify, and upon demand reimburse, Eco Lawn for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
      3. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of Eco Lawn; and
      4. immediately advise Eco Lawn of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
    3. Eco Lawn and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
    4. The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
    5. Unless otherwise agreed to in writing by Eco Lawn, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    6. The Client shall unconditionally ratify any actions taken by Eco Lawn under clauses 19.1 to 19.5.
    7. Subject to any express provisions to the contrary (including those contained in this clause 19),
      nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
  1. Security and Charge
    1. In consideration of Eco Lawn agreeing to supply the Goods, the Client 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 Client either now or in the future, and the Client grants a security interest in all of its present and after-acquired property, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.
    2. The Client indemnifies Eco Lawn from and against all Eco Lawn’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Eco Lawn’s rights under this clause.
    3. The Client irrevocably appoints Eco Lawn and each director of Eco Lawn as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 20 including, but not limited to, signing any document on the Client’s behalf.
  1. Defects
    1. The Client shall inspect the Goods on Delivery and shall within fourteen (14) days of Delivery (time being of the essence) notify Eco Lawn of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Eco Lawn an opportunity to inspect the Goods within a reasonable time following Delivery if the Client believes the Goods are defective in any way. If the Client fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Eco Lawn has agreed in writing that the Client is entitled to reject, Eco Lawn’s liability is limited to either (at Eco Lawn’s discretion) replacing the Goods or repairing the Goods.
    2. Goods will not be accepted for return other than in accordance with 21.1 above, and provided that:
      1. Eco Lawn has agreed in writing to accept the return of the Goods; and
      2. the Goods are returned at the Client’s cost within seven (7) days of the Delivery date; and
      3. Eco Lawn will not be liable for Goods which have not been stored or used in a proper manner; and
      4. the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
    3. Eco Lawn will not accept the return of Goods for credit.
    4. Eco Lawn may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of thirty percent (30%) of the value of the returned Goods plus any freight.
    5. Subject to clause 21.1, non-stocklist items or Goods made to the Client’s specifications are not acceptable for credit or return.
  1. Warranty
    1. Subject to the conditions of warranty set out in clause 22.2 Eco Lawn warrants that if any defect in any workmanship provided by Eco Lawn becomes apparent and is reported to Eco Lawn within thirty (30) days of the date of Delivery (time being of the essence) then Eco Lawn will either (at Eco Lawn’s sole discretion) replace or remedy the defect.
    2. The conditions applicable to the warranty given by clause 22.1 are:
      1. the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
        1. failure on the part of the Client to properly maintain any Goods or serviced item; or
        2. failure on the part of the Client to follow any instructions or guidelines provided by Eco Lawn (including applying specifications for unrolling the turf in the sun twenty-four (24) hours prior to installation as per the manufacturer’s recommendations and compliance for guarantee for supply only where the supply of the artificial grass is laid by the Client) ; or
        3. any use of any Goods or serviced item otherwise than for any application specified on a quote or order form; or
        4. the continued use of any Goods or serviced item after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
        5. damage resulting from exposure of the Goods to inappropriate footwear (i.e., metal cleats, stilettos), chemicals or cleaning agents;
        6. improper application or installation by a third party;
        7. the effect of the sun’s energy when magnified by the glass, reflective surfaces, settling, drainage and other issues relating to the substrate that may occur from work completed by other third parties (including, but not limited to, trenching, drain work, tree removal etc.,) after Eco Lawn’s installation of the Goods;
        8. the warping of timber edging; or
        9. where retainer walls have moved away from the grass leaving bare ground caused by ground movement or settling; or
        10. damage caused by other parties or contractors after Eco Lawn has installed the Goods;
        11. the growth of weeds on the surface or at the edges of the turf; or
        12. fair wear and tear, any accident or act of God.
      2. the warranty shall cease and Eco Lawn shall thereafter in no circumstances be liable under the terms of the warranty if the defect is repaired, altered or overhauled without Eco Lawn’s consent.
      3. in respect of all claims Eco Lawn shall not be liable to compensate the Client for any delay in either replacing or remedying the defective Goods or Services or in properly assessing the Client’s claim.
    3. For Goods not manufactured by Eco Lawn, the warranty shall be the current warranty provided by the manufacturer of the Goods. Eco Lawn shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
    4. The conditions applicable to the warranty given on Goods supplied by Eco Lawn are contained on the “Warranty Document” that will be supplied with the Goods.
  1. Consumer Guarantees Act 1993
    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 (“CGA”) do not apply to the supply of Goods by Eco Lawn to the Client.
  1. Intellectual Property
    1. Where Eco Lawn has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Eco Lawn. Under no circumstances may such designs, drawings and documents be used without the express written approval of Eco Lawn.
    2. The Client warrants that all designs, specifications or instructions given to Eco Lawn will not cause Eco Lawn to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Eco Lawn against any action taken by a third party against Eco Lawn in respect of any such infringement.
    3. The Client agrees that Eco Lawn may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Eco Lawn has created for the Client.
  1. Default and Consequences of Default
    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 Eco Lawn’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    2. If the Client owes Eco Lawn any money the Client shall indemnify Eco Lawn from and against all costs and disbursements incurred by Eco Lawn in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Eco Lawn’s collection agency costs, and bank dishonour fees).
    3. Further to any other rights or remedies Eco Lawn may have under this Contract, if a Client has made payment to Eco Lawn, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Eco Lawn under this clause 25 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
    4. Without prejudice to Eco Lawn’s other remedies at law Eco Lawn shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Eco Lawn shall, whether or not due for payment, become immediately payable if:
      1. any money payable to Eco Lawn becomes overdue, or in Eco Lawn’s opinion the Client will be unable to make a payment when it falls due;
      2. the Client has exceeded any applicable credit limit provided by Eco Lawn;
      3. 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
      4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
  1. Cancellation
    1. Without prejudice to any other remedies Eco Lawn may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Eco Lawn may suspend or terminate the supply of Goods to the Client. Eco Lawn will not be liable to the Client for any loss or damage the Client suffers because Eco Lawn has exercised its rights under this clause.
    2. Eco Lawn may cancel any Contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Eco Lawn shall repay to the Client any money paid by the Client for the Goods. Eco Lawn shall not be liable for any loss or damage whatsoever arising from such cancellation.
    3. In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Eco Lawn as a direct result of the cancellation (including, but not limited to, any loss of profits).
    4. Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
  1. Privacy Policy
    1. All emails, documents, images or other recorded information held or used by Eco Lawn is “Personal Information” as defined and referred to in clause 27.3 and therefore considered confidential. Eco Lawn acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines as set out in the Act. Eco Lawn acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by Eco Lawn that may result in serious harm to the Client, Eco Lawn will notify the Client in accordance with the Act.  Any release of such Personal Information must be in accordance with the Act and must be approved by the Client by written consent, unless subject to an operation of law.
    2. Notwithstanding clause 27.1, privacy limitations will extend to Eco Lawn in respect of Cookies where the Client utilises Eco Lawn’s website to make enquiries. Eco Lawn agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
      1. IP address, browser, email client type and other similar details;
      2. tracking website usage and traffic; and
      3. reports are available to Eco Lawn when Eco Lawn sends an email to the Client, so Eco Lawn may collect and review that information (“collectively Personal Information”)
        If the Client consents to Eco Lawn’s use of Cookies on Eco Lawn’s website and later wishes to withdraw that consent, the Client may manage and control Eco Lawn’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.
    3. The Client authorises Eco Lawn or Eco Lawn’s agent to:
      1. access, collect, retain and use any information about the Client;
        1. including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice for the purpose of assessing the Client’s creditworthiness; or
        2. for the purpose of marketing products and services to the Client.
      2. disclose information about the Client, whether collected by Eco Lawn from the Client directly or obtained by Eco Lawn 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.
    4. Where the Client is an individual the authorities under clause 27.3 are authorities or consents for the purposes of the Privacy Act 2020.
    5. The Client shall have the right to request (by e-mail) from Eco Lawn, a copy of the Personal Information about the Client retained by Eco Lawn and the right to request that Eco Lawn correct any incorrect Personal Information.
    6. Eco Lawn will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
    7. The Client can make a privacy complaint by contacting Eco Lawn via e-mail. Eco Lawn will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz
  1. Suspension of Services
    1. Where the Contract is subject to section 24A of the Construction Contracts Act 2002, the Client hereby expressly acknowledges that:
      1. Eco Lawn has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Client, and:
        1. the payment is not paid in full by the due date for payment in accordance with clause 7.5 and/or any subsequent amendments or new legislation and no payment schedule has been given by the Client; or
        2. a scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its payment; or
        3. the Client has not complied with an adjudicator’s notice that the Client must pay an amount to Eco Lawn by a particular date; and
        4. Eco Lawn has given written notice to the Client of its intention to suspend the carrying out of work under the construction Contract.
      2. if Eco Lawn suspends work, it:
        1. is not in breach of Contract; and
        2. is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Client or by any person claiming through the Client; and
        3. is entitled to an extension of time to complete the Contract; and
        4. keeps its rights under the Contract including the right to terminate the Contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator’s determination has not been complied with.
      3. if Eco Lawn exercises the right to suspend work, the exercise of that right does not:
        1. affect any rights that would otherwise have been available to Eco Lawn under the Contract and Commercial Law Act 2017; or
        2. enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of Eco Lawn suspending work under this provision;
      4. due to any act or omission by the Client, the Client effectively precludes Eco Lawn from continuing the Services or performing or complying with Eco Lawn’s obligations under this Contract, then without prejudice to Eco Lawn’s other rights and remedies, Eco Lawn may suspend the Services immediately after serving on the Client a written notice specifying the payment default or the act, omission or default upon which the suspension of the Services is based. All costs and expenses incurred by Eco Lawn as a result of such suspension and recommencement shall be payable by the Client as if they were a variation.
    2. If pursuant to any right conferred by this Contract, Eco Lawn suspends the Services and the default that led to that suspension continues un-remedied subject to clause 26.1 for at least ten (10) working days, Eco Lawn shall be entitled to terminate the Contract, in accordance with clause 26.
  1. Service of Notices
    1. Any written notice given under this Contract shall be deemed to have been given and received:
      1. by handing the notice to the other party, in person;
      2. by leaving it at the address of the other party as stated in this Contract;
      3. by sending it by registered post to the address of the other party as stated in this Contract;
      4. if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
      5. if sent by email to the other party’s last known email address.
    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.
  1. Trusts
    1. If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Eco Lawn may have notice of the Trust, the Client covenants with Eco Lawn as follows:
      1. the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
      2. the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
      3. the Client will not without consent in writing of Eco Lawn (Eco Lawn will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
        1. the removal, replacement or retirement of the Client as trustee of the Trust;
        2. any alteration to or variation of the terms of the Trust;
        3. any advancement or distribution of capital of the Trust; or
        4. any resettlement of the trust property.
  1. Employees of Eco Lawn – Non-Solicitation
    1. The Client agrees not to employ, contract, subcontract or utilise in any way an employee or past employee of Eco Lawn
      (other than through Eco Lawn) within twelve (12) months of that employee’s last employment with Eco Lawn.
    2. The Client agrees that if clause 31.1 is contravened Eco Lawn will be able to invoice the Client at its current hourly rate for the hours that the employee has been employed, contracted, subcontracted or utilised in any way by the Client and agrees to pay the said invoice in accordance with the standard payment terms contained in this Contract.
  1. General
    1. All disputes and differences between the Client and Contractor touching and concerning this Contract shall be referred to arbitration under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with provisions of the Arbitration Act 1996.
    2. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. 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.
    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 Auckland, New Zealand.
    4. Subject to the CGA, Eco Lawn shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Eco Lawn of these terms and conditions (alternatively Eco Lawn’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    5. Eco Lawn may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
    6. The Client cannot licence or assign without the written approval of Eco Lawn.
    7. Eco Lawn may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Eco Lawn’s sub-contractors without the authority of Eco Lawn.
    8. The Client agrees that Eco Lawn may amend their general terms and conditions for subsequent future Contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Eco Lawn to provide Goods to the Client.
    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, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make a payment to Eco Lawn.
    10. Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
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