Goldpine’s many guarantees are designed to ensure your satisfaction with our quality products and service. For more information on any of our Guarantees, or to speak to us in person call 0800 2 GOLDPINE. All goods and services supplied by Goldpine Industries Limited (“Goldpine”, “we”, “us” or “our”) to the Customer (“the Customer”, “you” or “your”) are supplied on the basis set out in these terms.

1. Application

<ul><li>All Goods provided to you by Goldpine Industries Limited (Goldpine) are supplied on these terms (Terms) unless otherwise agreed in writing. These Terms apply to the exclusion of all other terms.</li></ul>

2. Definitions

<ul> <li>In these Terms, the following terms have the meanings specified:</li> <li><strong>Deposit</strong> means the deposit, if any, forming part of the Purchase Price as stated on the Quote.</li> <li><strong>Goldpine Account</strong> means your credit account with Goldpine, as applicable.</li> <li><strong>Goods</strong> means the goods and any services supplied by Goldpine to you.</li> <li><strong>Order</strong> means the agreement for the provision of the relevant Goods that is created on acceptance of the Quote.</li> <li><strong>Purchase Price</strong> means the purchase price payable by you to Goldpine for the Goods as stated on the Quote, or as otherwise advised to you by Goldpine.</li> <li><strong>Quote</strong> means the quote provided by Goldpine to you for the relevant Goods.</li> <li><strong>working day</strong> means any day (other than Saturday or Sunday and statutory holidays) on which registered banks in New Zealand are open for general business in Nelson, New Zealand.</li> </ul>

3. Ordering Goods

<ul> <li> 3.1 The agreement (or Order) between you and Goldpine is set out in these Terms and the Quote, and to the extent that there is any conflict between those parts, the Quote will prevail. </li> <li> 3.2 Goldpine may provide you with a Quote for Goods from time to time. On your acceptance of the Quote it becomes an Order. Other than in accordance with clause 3.3, you may not cancel any Order without Goldpine’s written consent. </li> <li> 3.3 You may cancel the Order if: <ul> <li>(a) for reasons within Goldpine’s reasonable control, the Goods are not delivered to you within three months of any estimated delivery date provided to you on or prior to the Order being made, or such other delivery date as may be agreed between the parties; or</li> <li>(b) Goldpine notifies you of an error or omission in the Quote and within five working days of receiving that notice, you notify Goldpine with written notice of cancellation.</li> </ul> </li> </ul>

4. Price and Terms of Payment

<ul> <li>4.1 Goldpine may, at any time, decline to provide Goods on credit to you, or vary the terms on which it provides credit to you (including after the date of the Order).</li> <li> 4.2 If you order Goods through a Goldpine Account, you must: <ul> <li>(a) pay the Deposit, if any, on making the Order;</li> <li>(b) pay the Purchase Price (less any Deposit already paid) by the 20th day of the month following invoice unless Goldpine has agreed special terms of payment with you in writing (credit cards or trade cards are not accepted for payments on a Goldpine Account); and</li> <li>(c) not withhold or deduct any amount from a payment without Goldpine’s prior written consent.</li> </ul> </li> <li>4.3 For all other payment types, full payment of the Purchase Price must be made before the Goods are provided by Goldpine.</li> <li>4.4 Goldpine may allocate any payment made by or on your behalf as Goldpine sees fit. You waive any right to receive notice of that allocation.</li> <li>4.5 Without prejudice to any other rights, Goldpine may set off any debts or liabilities you have to Goldpine against any monies payable by Goldpine to you.</li> <li>4.6 If Goldpine discovers an error in an invoice, it may correct such error.</li> <li>4.7 Goldpine may adjust the Purchase Price after the date of the Order to reflect the actual change in Goldpine’s costs in supplying the Goods to you, by giving you written notice.</li> </ul>

5. Delivery

<ul> <li>5.1 Goldpine will use reasonable endeavours to meet any time for delivery provided to you at or prior to you making the Order, however it will not be liable for any delay in delivery outside its reasonable control.</li> <li>5.2 Delivery of the Goods will be deemed to be completed upon collection of the Goods by you or on your behalf, or delivery of the Goods to you or to a carrier nominated by you (as applicable).</li> </ul>

6. Risk and Ownership

<ul> <li>6.1 Risk in respect of all Goods passes to you when the Goods are delivered under clause 5.2.</li> <li>6.2 Ownership of all Goods remains with Goldpine until you pay Goldpine the Purchase Price for those Goods.</li> <li>6.3 If the Goods are owned by Goldpine and you are in breach of any of these Terms, Goldpine may give notice to you to return the Goods. If you do not promptly return such Goods, Goldpine (and/or its representatives) may, using reasonable endeavours to minimise any loss, damage, or costs, enter the premises where the Goods are stored and remove them. Goldpine will not be responsible for any loss, damage or costs which arise as a result of Goldpine exercising this right. Goldpine may resell the Goods to recover any outstanding debt owed by you.</li> <li>6.4 You acknowledge and agree that the retention of title in clause 6.2 constitutes a security agreement in the Goods for the purposes of the Personal Property Securities Act 1999 (PPSA). You agree to provide all information and assistance to allow Goldpine to register, maintain and enforce its security interest. You waive any right to receive a verification statement under the PPSA in respect of any financing statement registered on the Personal Property Securities Register.</li> </ul>

7. Warranties and Liability

<ul> <li> 7.1 Goldpine warrants: <ul> <li>(a) it will provide the Goods in accordance with all applicable laws; </li> <li>(b) the Goods, in all material respects, will comply with the description in the Order and conform with Goldpine’s specification documents for the relevant Goods; and</li> <li>(c) where the Goods relate to services, it will perform such services using reasonable skill, care and diligence.</li> </ul> </li> <li> 7.2 To the extent permitted by law, you agree that: <ul> <li> (a) except for any written warranties given by Goldpine to you and the warranties in clause 7.1 above, all warranties and representations (including those express or implied by law) in respect of Goods supplied are excluded; </li> <li> (b) where the Goods are being acquired for the purpose of a business, having regard to all relevant circumstances, it is fair and reasonable that: <ul> <li>(i) the statutory guarantees under the Consumer Guarantees Act 1993; and</li> <li>(ii) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986,</li> </ul> do not apply to these Terms, and accordingly do not apply in that circumstance; and </li> <li>(c) the provisions of Part 3 of the Contract and Commercial Law Act 2017 do not apply to these Terms.</li> </ul> </li> <li> 7.3 If the Goods do not comply with these Terms (Faulty Goods) Goldpine’s sole liability to you (at its option) is: <ul> <li> (a) in respect of Faulty Goods, the: <ul> <li>(i) repair of the Faulty Goods so that they comply with these Terms;</li> <li>(ii) replacement of the Faulty Goods; or</li> <li>(iii) refund of the Purchase Price for those Faulty Goods; and</li> </ul> </li> <li>(b) where the Faulty Goods include services, the reperformance of such services,</li> </ul> and in each case, Goldpine’s liability to you will not exceed the Purchase Price for those Faulty Goods or services. </li> <li>7.4 Goldpine will only provide a remedy under clause 7.3 if you notify Goldpine within 30 days of delivery of the Faulty Goods, and you provide Goldpine with the opportunity to inspect the Faulty Goods.</li> <li>7.5 Goldpine’s total liability under or in connection with these Terms is limited to the Purchase Price of the Goods.</li> <li>7.6 Without limiting clause 7.5, and notwithstanding any other provision, Goldpine will not be liable to you for any loss of profit, loss of revenue or use, or for any indirect or consequential loss suffered by you, however arising. The limitations and exclusions in this clause 7 apply irrespective of the basis of the claim including in contract, tort (including negligence), equity, statute, or otherwise.</li> </ul>

8. Return of Goods

<ul> <li>8.1 Where Goods are not Faulty Goods you may only return such Goods with Goldpine’s prior written consent.</li> <li> 8.2 If Goldpine accepts a return under clause 8.1, Goldpine will only provide refunds for monies paid if: <ul> <li>(a) you provide evidence such as an invoice or receipt for the relevant Goods;</li> <li>(b) you return the Goods within seven days of delivery under clause 5.2 at your cost;</li> <li>(c) the Goods are “off the shelf” products and are not custom made for you; and</li> <li>(d) the Goods are in the same repair and condition as when delivered to you.</li> </ul> </li> </ul>

9. Default

<ul> <li>9.1 If any amount payable by you is not paid by the due date, Goldpine may charge you default interest at a rate of 5% per annum above the overdraft rate from time to time charged by Goldpine’s bank, calculated on a daily basis on the unpaid proportion of the price from the due date until payment is made in full, both before and after court judgement.</li> <li> 9.2 In the event of payment not being made by the due date Goldpine is entitled to take all or any of the following steps without prejudice to any other right or remedy: <ul> <li>(a) suspend the performance of its obligations under these Terms (without prejudice to any party’s rights or liabilities which accrued prior to suspension);</li> <li>(b) exercise any right to terminate in accordance with clause 10.1; and</li> <li>(c) take any other steps Goldpine considers necessary to recover outstanding amounts.</li> </ul> </li> <li>9.3 Goldpine is entitled to recover from you all legal and other costs incurred by Goldpine (on a indemnity basis) arising from the collection of the outstanding amount owing, late payment, non-payment or other breach of these Terms by you.</li> </ul>

10. Termination

<ul> <li> 10.1 Either party may terminate the Order if the other party: <ul> <li>(a) has not remedied a material breach of these Terms within 10 working days of receiving written notice of such breach; or</li> <li>(b) becomes bankrupt or insolvent, in that it is not able to pay its debts as they fall due or is placed into liquidation, statutory management, receivership, voluntary administration, is dissolved, or enters into any arrangement for the benefit of its creditors (other than for the purposes of a solvent reconstruction approved by the terminating party).</li> </ul> </li> <li>10.2 On termination for any reason, other than in accordance with clause 3.3, you must pay Goldpine for all Goods provided up to the date of termination. In addition, if Goldpine terminates these Terms under clause 10.1, Goldpine may retain any amounts already paid for the Goods and you shall be liable for any loss incurred by Goldpine arising from the termination, and not covered by the amounts already paid (including any costs incurred in relation to the Goods).</li> <li>10.3 Termination does not affect any accrued rights or obligations under these Terms or any clauses intended to survive termination.</li> </ul>

11. Miscellaneous

<ul> <li>11.1 Privacy: You authorise Goldpine to collect, use and disclose your personal information for purposes related to its provision of Goods. Goldpine will collect, use and disclose such personal information in line with all applicable privacy laws (including the Privacy Act 2020) and Goldpine’s privacy policy which applies at the time, available at <a href=>https://goldpine.co.nz/terms-and-conditions/terms-of-sale</a>. Where you provide personal information about another person to Goldpine, you warrant that you have all consents necessary to collect, use and disclose that personal information.</li> <li>11.2 Entire agreement: These Terms and the Quote are the entire agreement between you and Goldpine for the supply of the Goods, and replace any earlier correspondence, discussions and agreements on the supply of the Goods (either oral or written) and any documents provided by you.</li> <li>11.3 Amendments: Goldpine may from time to time amend these Terms by posting the updated terms on Goldpine’s website or by notifying you in writing of the change. Such amendments will apply to any subsequent orders made by you.</li> <li>11.4 Force majeure: Goldpine will not be liable, and you will not be entitled to cancel any Order, for any delay or failure by Goldpine to perform its obligations under these Terms to the extent caused by any event or circumstance beyond Goldpine’s reasonable control.</li> <li>11.5 CISG: The United Nations Convention on Contracts for the International Sale of Goods does not apply to, and is expressly excluded from, these Terms.</li> </ul>

Terms relevant to the supply of kitset sheds and/or construction of buildings

Where Goldpine agrees to supply kitset sheds and/or construct a shed or other building for you, the following terms also apply. If there are any inconsistencies with the terms below and the remainder of these Terms, the terms below will prevail to the extent of the inconsistency.

12. Intellectual property and confidentiality

<ul> <li>12.1 Each party retains ownership of its pre-existing intellectual property. Intellectual property created in connection with these Terms, including drawings, specifications and other technical information (New Intellectual Property) will on creation belong to Goldpine unless agreed otherwise in writing.</li> <li>12.2 Any information provided by Goldpine to you, including information which relates to its business, these Terms, or the Goods (Confidential Information) will be treated as confidential by you and not divulged to any other person without Goldpine’s prior written consent, unless such disclosure is required by law or such information is otherwise in the public domain (other than as a result of a breach of this provision by you).</li> <li>12.3 If requested by Goldpine, you must promptly return any Confidential Information and New Intellectual Property supplied by or on behalf of Goldpine to you.</li> </ul>

13. Delays

<ul> <li>If Goldpine is not able to deliver the Goods to you within two months of your acceptance of the Order, for reasons outside of its reasonable control, Goldpine, acting reasonably, may adjust the Purchase Price for those Goods.</li> </ul>

14. Material Supplied (Kitset sheds only)

<ul> <li>14.1 Goldpine will supply the Goods identified in the Quote as being provided by Goldpine as well as the following items: plans, specifications, producer statement, h5 treated poles, h3 treated rafters, purlins, girts, roofing and flashings (if requested), cladding as specified, all fixings required, and spouting if specified. You are responsible for supplying all other materials required (and for arranging for the construction of the building) at your cost.</li> <li>14.2 Goldpine will deliver the Goods to your premises if stated in the Quote.</li> </ul>

15. Building (if Goldpine is contracted to do building work)

<ul> <li>15.1 Goldpine will supply all Goods and building services identified in the Quote as being provided by Goldpine as well as foundation holes and footings. You are responsible for providing all other materials and services, including site works, storm water disposal, obtaining any required consents (other than building consents) and all consent fees including building consent fees, changes from the plans or extra materials at your cost.</li> <li>15.2 Risk in all Goods supplied for the construction passes to you when the building has been constructed except for minor omissions or defects (if any) which do not prevent the building from being used for its intended purpose.</li> <li>15.3 Ownership of the Goods will not pass from Goldpine to you until you have paid Goldpine all amounts payable for the Goods.</li> <li> 15.4 Goldpine may adjust the Purchase Price to reflect additional costs incurred by it if: <ul> <li>(a) the site is not level, has poor ground conditions, or there are subsurface obstacles;</li> <li>(b) you provide Goldpine with inaccurate and/or incomplete specifications or dimensions;</li> <li>(c) the location of any underground services and utilities is not advised to Goldpine in writing, or any location advised to Goldpine in writing is inaccurate;</li> <li>(d) you change the plans after the date of the Quote; and/or</li> <li>(e) any assumptions stated in the Quote are inaccurate,</li> </ul> by giving you written notice. </li> <li>15.5 You will ensure Goldpine and its employees, agents and subcontractors have unhindered access to your premises to carry out its obligations under these Terms. You must ensure that the premises meets any requirements stated in the Quote and provide any necessary amenities, facilities and services, including those stated in the Quote, to enable Goldpine to carry out its obligations, and secure on-site storage for the Goods and Goldpine’s materials and equipment.</li> <li> 15.6 While Goldpine is on your premises it will comply with its obligations under the Health and Safety at Work Act 2015 and you will: <ul> <li>(a) not enter any construction area on your premises without Goldpine’s prior written consent;</li> <li>(b) comply with any health and safety rules, policies, and procedures notified by Goldpine to you; and</li> <li>(c) comply with Goldpine’s reasonable instructions regarding health and safety and security of the construction site.</li> </ul> </li> <li>15.7 Goldpine will manage any building consent application process on your behalf, and provide you with reasonable assistance to obtain any building consents necessary for the construction, but is not liable to you if not obtained.</li> <li>15.8 Nothing in these Terms limits any rights the parties may have under the Construction Contracts Act 2002.</li> </ul>

Goldpine’s many guarantees are designed to ensure your satisfaction with our quality products and service. For more information on any of our Guarantees, or to speak to us in person call 0800 2 GOLDPINE. All goods and services supplied by Goldpine Industries Limited (“Goldpine”, “we”, “us” or “our”) to the Customer (“the Customer”, “you” or “your”) are supplied on the basis set out in these terms.

1. Application

<ul><li>All Goods provided to you by Goldpine Industries Limited (Goldpine) are supplied on these terms (Terms) unless otherwise agreed in writing. These Terms apply to the exclusion of all other terms.</li></ul>

2. Definitions

<ul> <li>In these Terms, the following terms have the meanings specified:</li> <li><strong>Deposit</strong> means the deposit, if any, forming part of the Purchase Price as stated on the Quote.</li> <li><strong>Goldpine Account</strong> means your credit account with Goldpine, as applicable.</li> <li><strong>Goods</strong> means the goods and any services supplied by Goldpine to you.</li> <li><strong>Order</strong> means the agreement for the provision of the relevant Goods that is created on acceptance of the Quote.</li> <li><strong>Purchase Price</strong> means the purchase price payable by you to Goldpine for the Goods as stated on the Quote, or as otherwise advised to you by Goldpine.</li> <li><strong>Quote</strong> means the quote provided by Goldpine to you for the relevant Goods.</li> <li><strong>working day</strong> means any day (other than Saturday or Sunday and statutory holidays) on which registered banks in New Zealand are open for general business in Nelson, New Zealand.</li> </ul>

3. Ordering Goods

<ul> <li> 3.1 The agreement (or Order) between you and Goldpine is set out in these Terms and the Quote, and to the extent that there is any conflict between those parts, the Quote will prevail. </li> <li> 3.2 Goldpine may provide you with a Quote for Goods from time to time. On your acceptance of the Quote it becomes an Order. Other than in accordance with clause 3.3, you may not cancel any Order without Goldpine’s written consent. </li> <li> 3.3 You may cancel the Order if: <ul> <li>(a) for reasons within Goldpine’s reasonable control, the Goods are not delivered to you within three months of any estimated delivery date provided to you on or prior to the Order being made, or such other delivery date as may be agreed between the parties; or</li> <li>(b) Goldpine notifies you of an error or omission in the Quote and within five working days of receiving that notice, you notify Goldpine with written notice of cancellation.</li> </ul> </li> </ul>

4. Price and Terms of Payment

<ul> <li>4.1 Goldpine may, at any time, decline to provide Goods on credit to you, or vary the terms on which it provides credit to you (including after the date of the Order).</li> <li> 4.2 If you order Goods through a Goldpine Account, you must: <ul> <li>(a) pay the Deposit, if any, on making the Order;</li> <li>(b) pay the Purchase Price (less any Deposit already paid) by the 20th day of the month following invoice unless Goldpine has agreed special terms of payment with you in writing (credit cards or trade cards are not accepted for payments on a Goldpine Account); and</li> <li>(c) not withhold or deduct any amount from a payment without Goldpine’s prior written consent.</li> </ul> </li> <li>4.3 For all other payment types, full payment of the Purchase Price must be made before the Goods are provided by Goldpine.</li> <li>4.4 Goldpine may allocate any payment made by or on your behalf as Goldpine sees fit. You waive any right to receive notice of that allocation.</li> <li>4.5 Without prejudice to any other rights, Goldpine may set off any debts or liabilities you have to Goldpine against any monies payable by Goldpine to you.</li> <li>4.6 If Goldpine discovers an error in an invoice, it may correct such error.</li> <li>4.7 Goldpine may adjust the Purchase Price after the date of the Order to reflect the actual change in Goldpine’s costs in supplying the Goods to you, by giving you written notice.</li> </ul>

5. Delivery

<ul> <li>5.1 Goldpine will use reasonable endeavours to meet any time for delivery provided to you at or prior to you making the Order, however it will not be liable for any delay in delivery outside its reasonable control.</li> <li>5.2 Delivery of the Goods will be deemed to be completed upon collection of the Goods by you or on your behalf, or delivery of the Goods to you or to a carrier nominated by you (as applicable).</li> </ul>

6. Risk and Ownership

<ul> <li>6.1 Risk in respect of all Goods passes to you when the Goods are delivered under clause 5.2.</li> <li>6.2 Ownership of all Goods remains with Goldpine until you pay Goldpine the Purchase Price for those Goods.</li> <li>6.3 If the Goods are owned by Goldpine and you are in breach of any of these Terms, Goldpine may give notice to you to return the Goods. If you do not promptly return such Goods, Goldpine (and/or its representatives) may, using reasonable endeavours to minimise any loss, damage, or costs, enter the premises where the Goods are stored and remove them. Goldpine will not be responsible for any loss, damage or costs which arise as a result of Goldpine exercising this right. Goldpine may resell the Goods to recover any outstanding debt owed by you.</li> <li>6.4 You acknowledge and agree that the retention of title in clause 6.2 constitutes a security agreement in the Goods for the purposes of the Personal Property Securities Act 1999 (PPSA). You agree to provide all information and assistance to allow Goldpine to register, maintain and enforce its security interest. You waive any right to receive a verification statement under the PPSA in respect of any financing statement registered on the Personal Property Securities Register.</li> </ul>

7. Warranties and Liability

<ul> <li> 7.1 Goldpine warrants: <ul> <li>(a) it will provide the Goods in accordance with all applicable laws; </li> <li>(b) the Goods, in all material respects, will comply with the description in the Order and conform with Goldpine’s specification documents for the relevant Goods; and</li> <li>(c) where the Goods relate to services, it will perform such services using reasonable skill, care and diligence.</li> </ul> </li> <li> 7.2 To the extent permitted by law, you agree that: <ul> <li> (a) except for any written warranties given by Goldpine to you and the warranties in clause 7.1 above, all warranties and representations (including those express or implied by law) in respect of Goods supplied are excluded; </li> <li> (b) where the Goods are being acquired for the purpose of a business, having regard to all relevant circumstances, it is fair and reasonable that: <ul> <li>(i) the statutory guarantees under the Consumer Guarantees Act 1993; and</li> <li>(ii) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986,</li> </ul> do not apply to these Terms, and accordingly do not apply in that circumstance; and </li> <li>(c) the provisions of Part 3 of the Contract and Commercial Law Act 2017 do not apply to these Terms.</li> </ul> </li> <li> 7.3 If the Goods do not comply with these Terms (Faulty Goods) Goldpine’s sole liability to you (at its option) is: <ul> <li> (a) in respect of Faulty Goods, the: <ul> <li>(i) repair of the Faulty Goods so that they comply with these Terms;</li> <li>(ii) replacement of the Faulty Goods; or</li> <li>(iii) refund of the Purchase Price for those Faulty Goods; and</li> </ul> </li> <li>(b) where the Faulty Goods include services, the reperformance of such services,</li> </ul> and in each case, Goldpine’s liability to you will not exceed the Purchase Price for those Faulty Goods or services. </li> <li>7.4 Goldpine will only provide a remedy under clause 7.3 if you notify Goldpine within 30 days of delivery of the Faulty Goods, and you provide Goldpine with the opportunity to inspect the Faulty Goods.</li> <li>7.5 Goldpine’s total liability under or in connection with these Terms is limited to the Purchase Price of the Goods.</li> <li>7.6 Without limiting clause 7.5, and notwithstanding any other provision, Goldpine will not be liable to you for any loss of profit, loss of revenue or use, or for any indirect or consequential loss suffered by you, however arising. The limitations and exclusions in this clause 7 apply irrespective of the basis of the claim including in contract, tort (including negligence), equity, statute, or otherwise.</li> </ul>

8. Return of Goods

<ul> <li>8.1 Where Goods are not Faulty Goods you may only return such Goods with Goldpine’s prior written consent.</li> <li> 8.2 If Goldpine accepts a return under clause 8.1, Goldpine will only provide refunds for monies paid if: <ul> <li>(a) you provide evidence such as an invoice or receipt for the relevant Goods;</li> <li>(b) you return the Goods within seven days of delivery under clause 5.2 at your cost;</li> <li>(c) the Goods are “off the shelf” products and are not custom made for you; and</li> <li>(d) the Goods are in the same repair and condition as when delivered to you.</li> </ul> </li> </ul>

9. Default

<ul> <li>9.1 If any amount payable by you is not paid by the due date, Goldpine may charge you default interest at a rate of 5% per annum above the overdraft rate from time to time charged by Goldpine’s bank, calculated on a daily basis on the unpaid proportion of the price from the due date until payment is made in full, both before and after court judgement.</li> <li> 9.2 In the event of payment not being made by the due date Goldpine is entitled to take all or any of the following steps without prejudice to any other right or remedy: <ul> <li>(a) suspend the performance of its obligations under these Terms (without prejudice to any party’s rights or liabilities which accrued prior to suspension);</li> <li>(b) exercise any right to terminate in accordance with clause 10.1; and</li> <li>(c) take any other steps Goldpine considers necessary to recover outstanding amounts.</li> </ul> </li> <li>9.3 Goldpine is entitled to recover from you all legal and other costs incurred by Goldpine (on a indemnity basis) arising from the collection of the outstanding amount owing, late payment, non-payment or other breach of these Terms by you.</li> </ul>

10. Termination

<ul> <li> 10.1 Either party may terminate the Order if the other party: <ul> <li>(a) has not remedied a material breach of these Terms within 10 working days of receiving written notice of such breach; or</li> <li>(b) becomes bankrupt or insolvent, in that it is not able to pay its debts as they fall due or is placed into liquidation, statutory management, receivership, voluntary administration, is dissolved, or enters into any arrangement for the benefit of its creditors (other than for the purposes of a solvent reconstruction approved by the terminating party).</li> </ul> </li> <li>10.2 On termination for any reason, other than in accordance with clause 3.3, you must pay Goldpine for all Goods provided up to the date of termination. In addition, if Goldpine terminates these Terms under clause 10.1, Goldpine may retain any amounts already paid for the Goods and you shall be liable for any loss incurred by Goldpine arising from the termination, and not covered by the amounts already paid (including any costs incurred in relation to the Goods).</li> <li>10.3 Termination does not affect any accrued rights or obligations under these Terms or any clauses intended to survive termination.</li> </ul>

11. Miscellaneous

<ul> <li>11.1 Privacy: You authorise Goldpine to collect, use and disclose your personal information for purposes related to its provision of Goods. Goldpine will collect, use and disclose such personal information in line with all applicable privacy laws (including the Privacy Act 2020) and Goldpine’s privacy policy which applies at the time, available at <a href=>https://goldpine.co.nz/terms-and-conditions/terms-of-sale</a>. Where you provide personal information about another person to Goldpine, you warrant that you have all consents necessary to collect, use and disclose that personal information.</li> <li>11.2 Entire agreement: These Terms and the Quote are the entire agreement between you and Goldpine for the supply of the Goods, and replace any earlier correspondence, discussions and agreements on the supply of the Goods (either oral or written) and any documents provided by you.</li> <li>11.3 Amendments: Goldpine may from time to time amend these Terms by posting the updated terms on Goldpine’s website or by notifying you in writing of the change. Such amendments will apply to any subsequent orders made by you.</li> <li>11.4 Force majeure: Goldpine will not be liable, and you will not be entitled to cancel any Order, for any delay or failure by Goldpine to perform its obligations under these Terms to the extent caused by any event or circumstance beyond Goldpine’s reasonable control.</li> <li>11.5 CISG: The United Nations Convention on Contracts for the International Sale of Goods does not apply to, and is expressly excluded from, these Terms.</li> </ul>

Terms relevant to the supply of kitset sheds and/or construction of buildings

Where Goldpine agrees to supply kitset sheds and/or construct a shed or other building for you, the following terms also apply. If there are any inconsistencies with the terms below and the remainder of these Terms, the terms below will prevail to the extent of the inconsistency.

12. Intellectual property and confidentiality

<ul> <li>12.1 Each party retains ownership of its pre-existing intellectual property. Intellectual property created in connection with these Terms, including drawings, specifications and other technical information (New Intellectual Property) will on creation belong to Goldpine unless agreed otherwise in writing.</li> <li>12.2 Any information provided by Goldpine to you, including information which relates to its business, these Terms, or the Goods (Confidential Information) will be treated as confidential by you and not divulged to any other person without Goldpine’s prior written consent, unless such disclosure is required by law or such information is otherwise in the public domain (other than as a result of a breach of this provision by you).</li> <li>12.3 If requested by Goldpine, you must promptly return any Confidential Information and New Intellectual Property supplied by or on behalf of Goldpine to you.</li> </ul>

13. Delays

<ul> <li>If Goldpine is not able to deliver the Goods to you within two months of your acceptance of the Order, for reasons outside of its reasonable control, Goldpine, acting reasonably, may adjust the Purchase Price for those Goods.</li> </ul>

14. Material Supplied (Kitset sheds only)

<ul> <li>14.1 Goldpine will supply the Goods identified in the Quote as being provided by Goldpine as well as the following items: plans, specifications, producer statement, h5 treated poles, h3 treated rafters, purlins, girts, roofing and flashings (if requested), cladding as specified, all fixings required, and spouting if specified. You are responsible for supplying all other materials required (and for arranging for the construction of the building) at your cost.</li> <li>14.2 Goldpine will deliver the Goods to your premises if stated in the Quote.</li> </ul>

15. Building (if Goldpine is contracted to do building work)

<ul> <li>15.1 Goldpine will supply all Goods and building services identified in the Quote as being provided by Goldpine as well as foundation holes and footings. You are responsible for providing all other materials and services, including site works, storm water disposal, obtaining any required consents (other than building consents) and all consent fees including building consent fees, changes from the plans or extra materials at your cost.</li> <li>15.2 Risk in all Goods supplied for the construction passes to you when the building has been constructed except for minor omissions or defects (if any) which do not prevent the building from being used for its intended purpose.</li> <li>15.3 Ownership of the Goods will not pass from Goldpine to you until you have paid Goldpine all amounts payable for the Goods.</li> <li> 15.4 Goldpine may adjust the Purchase Price to reflect additional costs incurred by it if: <ul> <li>(a) the site is not level, has poor ground conditions, or there are subsurface obstacles;</li> <li>(b) you provide Goldpine with inaccurate and/or incomplete specifications or dimensions;</li> <li>(c) the location of any underground services and utilities is not advised to Goldpine in writing, or any location advised to Goldpine in writing is inaccurate;</li> <li>(d) you change the plans after the date of the Quote; and/or</li> <li>(e) any assumptions stated in the Quote are inaccurate,</li> </ul> by giving you written notice. </li> <li>15.5 You will ensure Goldpine and its employees, agents and subcontractors have unhindered access to your premises to carry out its obligations under these Terms. You must ensure that the premises meets any requirements stated in the Quote and provide any necessary amenities, facilities and services, including those stated in the Quote, to enable Goldpine to carry out its obligations, and secure on-site storage for the Goods and Goldpine’s materials and equipment.</li> <li> 15.6 While Goldpine is on your premises it will comply with its obligations under the Health and Safety at Work Act 2015 and you will: <ul> <li>(a) not enter any construction area on your premises without Goldpine’s prior written consent;</li> <li>(b) comply with any health and safety rules, policies, and procedures notified by Goldpine to you; and</li> <li>(c) comply with Goldpine’s reasonable instructions regarding health and safety and security of the construction site.</li> </ul> </li> <li>15.7 Goldpine will manage any building consent application process on your behalf, and provide you with reasonable assistance to obtain any building consents necessary for the construction, but is not liable to you if not obtained.</li> <li>15.8 Nothing in these Terms limits any rights the parties may have under the Construction Contracts Act 2002.</li> </ul>

Goldpine’s many guarantees are designed to ensure your satisfaction with our quality products and service. For more information on any of our Guarantees, or to speak to us in person call 0800 2 GOLDPINE. All goods and services supplied by Goldpine Industries Limited (“Goldpine”, “we”, “us” or “our”) to the Customer (“the Customer”, “you” or “your”) are supplied on the basis set out in these terms.

1. Application

<ul><li>All Goods provided to you by Goldpine Industries Limited (Goldpine) are supplied on these terms (Terms) unless otherwise agreed in writing. These Terms apply to the exclusion of all other terms.</li></ul>

2. Definitions

<ul> <li>In these Terms, the following terms have the meanings specified:</li> <li><strong>Deposit</strong> means the deposit, if any, forming part of the Purchase Price as stated on the Quote.</li> <li><strong>Goldpine Account</strong> means your credit account with Goldpine, as applicable.</li> <li><strong>Goods</strong> means the goods and any services supplied by Goldpine to you.</li> <li><strong>Order</strong> means the agreement for the provision of the relevant Goods that is created on acceptance of the Quote.</li> <li><strong>Purchase Price</strong> means the purchase price payable by you to Goldpine for the Goods as stated on the Quote, or as otherwise advised to you by Goldpine.</li> <li><strong>Quote</strong> means the quote provided by Goldpine to you for the relevant Goods.</li> <li><strong>working day</strong> means any day (other than Saturday or Sunday and statutory holidays) on which registered banks in New Zealand are open for general business in Nelson, New Zealand.</li> </ul>

3. Ordering Goods

<ul> <li> 3.1 The agreement (or Order) between you and Goldpine is set out in these Terms and the Quote, and to the extent that there is any conflict between those parts, the Quote will prevail. </li> <li> 3.2 Goldpine may provide you with a Quote for Goods from time to time. On your acceptance of the Quote it becomes an Order. Other than in accordance with clause 3.3, you may not cancel any Order without Goldpine’s written consent. </li> <li> 3.3 You may cancel the Order if: <ul> <li>(a) for reasons within Goldpine’s reasonable control, the Goods are not delivered to you within three months of any estimated delivery date provided to you on or prior to the Order being made, or such other delivery date as may be agreed between the parties; or</li> <li>(b) Goldpine notifies you of an error or omission in the Quote and within five working days of receiving that notice, you notify Goldpine with written notice of cancellation.</li> </ul> </li> </ul>

4. Price and Terms of Payment

<ul> <li>4.1 Goldpine may, at any time, decline to provide Goods on credit to you, or vary the terms on which it provides credit to you (including after the date of the Order).</li> <li> 4.2 If you order Goods through a Goldpine Account, you must: <ul> <li>(a) pay the Deposit, if any, on making the Order;</li> <li>(b) pay the Purchase Price (less any Deposit already paid) by the 20th day of the month following invoice unless Goldpine has agreed special terms of payment with you in writing (credit cards or trade cards are not accepted for payments on a Goldpine Account); and</li> <li>(c) not withhold or deduct any amount from a payment without Goldpine’s prior written consent.</li> </ul> </li> <li>4.3 For all other payment types, full payment of the Purchase Price must be made before the Goods are provided by Goldpine.</li> <li>4.4 Goldpine may allocate any payment made by or on your behalf as Goldpine sees fit. You waive any right to receive notice of that allocation.</li> <li>4.5 Without prejudice to any other rights, Goldpine may set off any debts or liabilities you have to Goldpine against any monies payable by Goldpine to you.</li> <li>4.6 If Goldpine discovers an error in an invoice, it may correct such error.</li> <li>4.7 Goldpine may adjust the Purchase Price after the date of the Order to reflect the actual change in Goldpine’s costs in supplying the Goods to you, by giving you written notice.</li> </ul>

5. Delivery

<ul> <li>5.1 Goldpine will use reasonable endeavours to meet any time for delivery provided to you at or prior to you making the Order, however it will not be liable for any delay in delivery outside its reasonable control.</li> <li>5.2 Delivery of the Goods will be deemed to be completed upon collection of the Goods by you or on your behalf, or delivery of the Goods to you or to a carrier nominated by you (as applicable).</li> </ul>

6. Risk and Ownership

<ul> <li>6.1 Risk in respect of all Goods passes to you when the Goods are delivered under clause 5.2.</li> <li>6.2 Ownership of all Goods remains with Goldpine until you pay Goldpine the Purchase Price for those Goods.</li> <li>6.3 If the Goods are owned by Goldpine and you are in breach of any of these Terms, Goldpine may give notice to you to return the Goods. If you do not promptly return such Goods, Goldpine (and/or its representatives) may, using reasonable endeavours to minimise any loss, damage, or costs, enter the premises where the Goods are stored and remove them. Goldpine will not be responsible for any loss, damage or costs which arise as a result of Goldpine exercising this right. Goldpine may resell the Goods to recover any outstanding debt owed by you.</li> <li>6.4 You acknowledge and agree that the retention of title in clause 6.2 constitutes a security agreement in the Goods for the purposes of the Personal Property Securities Act 1999 (PPSA). You agree to provide all information and assistance to allow Goldpine to register, maintain and enforce its security interest. You waive any right to receive a verification statement under the PPSA in respect of any financing statement registered on the Personal Property Securities Register.</li> </ul>

7. Warranties and Liability

<ul> <li> 7.1 Goldpine warrants: <ul> <li>(a) it will provide the Goods in accordance with all applicable laws; </li> <li>(b) the Goods, in all material respects, will comply with the description in the Order and conform with Goldpine’s specification documents for the relevant Goods; and</li> <li>(c) where the Goods relate to services, it will perform such services using reasonable skill, care and diligence.</li> </ul> </li> <li> 7.2 To the extent permitted by law, you agree that: <ul> <li> (a) except for any written warranties given by Goldpine to you and the warranties in clause 7.1 above, all warranties and representations (including those express or implied by law) in respect of Goods supplied are excluded; </li> <li> (b) where the Goods are being acquired for the purpose of a business, having regard to all relevant circumstances, it is fair and reasonable that: <ul> <li>(i) the statutory guarantees under the Consumer Guarantees Act 1993; and</li> <li>(ii) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986,</li> </ul> do not apply to these Terms, and accordingly do not apply in that circumstance; and </li> <li>(c) the provisions of Part 3 of the Contract and Commercial Law Act 2017 do not apply to these Terms.</li> </ul> </li> <li> 7.3 If the Goods do not comply with these Terms (Faulty Goods) Goldpine’s sole liability to you (at its option) is: <ul> <li> (a) in respect of Faulty Goods, the: <ul> <li>(i) repair of the Faulty Goods so that they comply with these Terms;</li> <li>(ii) replacement of the Faulty Goods; or</li> <li>(iii) refund of the Purchase Price for those Faulty Goods; and</li> </ul> </li> <li>(b) where the Faulty Goods include services, the reperformance of such services,</li> </ul> and in each case, Goldpine’s liability to you will not exceed the Purchase Price for those Faulty Goods or services. </li> <li>7.4 Goldpine will only provide a remedy under clause 7.3 if you notify Goldpine within 30 days of delivery of the Faulty Goods, and you provide Goldpine with the opportunity to inspect the Faulty Goods.</li> <li>7.5 Goldpine’s total liability under or in connection with these Terms is limited to the Purchase Price of the Goods.</li> <li>7.6 Without limiting clause 7.5, and notwithstanding any other provision, Goldpine will not be liable to you for any loss of profit, loss of revenue or use, or for any indirect or consequential loss suffered by you, however arising. The limitations and exclusions in this clause 7 apply irrespective of the basis of the claim including in contract, tort (including negligence), equity, statute, or otherwise.</li> </ul>

8. Return of Goods

<ul> <li>8.1 Where Goods are not Faulty Goods you may only return such Goods with Goldpine’s prior written consent.</li> <li> 8.2 If Goldpine accepts a return under clause 8.1, Goldpine will only provide refunds for monies paid if: <ul> <li>(a) you provide evidence such as an invoice or receipt for the relevant Goods;</li> <li>(b) you return the Goods within seven days of delivery under clause 5.2 at your cost;</li> <li>(c) the Goods are “off the shelf” products and are not custom made for you; and</li> <li>(d) the Goods are in the same repair and condition as when delivered to you.</li> </ul> </li> </ul>

9. Default

<ul> <li>9.1 If any amount payable by you is not paid by the due date, Goldpine may charge you default interest at a rate of 5% per annum above the overdraft rate from time to time charged by Goldpine’s bank, calculated on a daily basis on the unpaid proportion of the price from the due date until payment is made in full, both before and after court judgement.</li> <li> 9.2 In the event of payment not being made by the due date Goldpine is entitled to take all or any of the following steps without prejudice to any other right or remedy: <ul> <li>(a) suspend the performance of its obligations under these Terms (without prejudice to any party’s rights or liabilities which accrued prior to suspension);</li> <li>(b) exercise any right to terminate in accordance with clause 10.1; and</li> <li>(c) take any other steps Goldpine considers necessary to recover outstanding amounts.</li> </ul> </li> <li>9.3 Goldpine is entitled to recover from you all legal and other costs incurred by Goldpine (on a indemnity basis) arising from the collection of the outstanding amount owing, late payment, non-payment or other breach of these Terms by you.</li> </ul>

10. Termination

<ul> <li> 10.1 Either party may terminate the Order if the other party: <ul> <li>(a) has not remedied a material breach of these Terms within 10 working days of receiving written notice of such breach; or</li> <li>(b) becomes bankrupt or insolvent, in that it is not able to pay its debts as they fall due or is placed into liquidation, statutory management, receivership, voluntary administration, is dissolved, or enters into any arrangement for the benefit of its creditors (other than for the purposes of a solvent reconstruction approved by the terminating party).</li> </ul> </li> <li>10.2 On termination for any reason, other than in accordance with clause 3.3, you must pay Goldpine for all Goods provided up to the date of termination. In addition, if Goldpine terminates these Terms under clause 10.1, Goldpine may retain any amounts already paid for the Goods and you shall be liable for any loss incurred by Goldpine arising from the termination, and not covered by the amounts already paid (including any costs incurred in relation to the Goods).</li> <li>10.3 Termination does not affect any accrued rights or obligations under these Terms or any clauses intended to survive termination.</li> </ul>

11. Miscellaneous

<ul> <li>11.1 Privacy: You authorise Goldpine to collect, use and disclose your personal information for purposes related to its provision of Goods. Goldpine will collect, use and disclose such personal information in line with all applicable privacy laws (including the Privacy Act 2020) and Goldpine’s privacy policy which applies at the time, available at <a href=>https://goldpine.co.nz/terms-and-conditions/terms-of-sale</a>. Where you provide personal information about another person to Goldpine, you warrant that you have all consents necessary to collect, use and disclose that personal information.</li> <li>11.2 Entire agreement: These Terms and the Quote are the entire agreement between you and Goldpine for the supply of the Goods, and replace any earlier correspondence, discussions and agreements on the supply of the Goods (either oral or written) and any documents provided by you.</li> <li>11.3 Amendments: Goldpine may from time to time amend these Terms by posting the updated terms on Goldpine’s website or by notifying you in writing of the change. Such amendments will apply to any subsequent orders made by you.</li> <li>11.4 Force majeure: Goldpine will not be liable, and you will not be entitled to cancel any Order, for any delay or failure by Goldpine to perform its obligations under these Terms to the extent caused by any event or circumstance beyond Goldpine’s reasonable control.</li> <li>11.5 CISG: The United Nations Convention on Contracts for the International Sale of Goods does not apply to, and is expressly excluded from, these Terms.</li> </ul>

Terms relevant to the supply of kitset sheds and/or construction of buildings

Where Goldpine agrees to supply kitset sheds and/or construct a shed or other building for you, the following terms also apply. If there are any inconsistencies with the terms below and the remainder of these Terms, the terms below will prevail to the extent of the inconsistency.

12. Intellectual property and confidentiality

<ul> <li>12.1 Each party retains ownership of its pre-existing intellectual property. Intellectual property created in connection with these Terms, including drawings, specifications and other technical information (New Intellectual Property) will on creation belong to Goldpine unless agreed otherwise in writing.</li> <li>12.2 Any information provided by Goldpine to you, including information which relates to its business, these Terms, or the Goods (Confidential Information) will be treated as confidential by you and not divulged to any other person without Goldpine’s prior written consent, unless such disclosure is required by law or such information is otherwise in the public domain (other than as a result of a breach of this provision by you).</li> <li>12.3 If requested by Goldpine, you must promptly return any Confidential Information and New Intellectual Property supplied by or on behalf of Goldpine to you.</li> </ul>

13. Delays

<ul> <li>If Goldpine is not able to deliver the Goods to you within two months of your acceptance of the Order, for reasons outside of its reasonable control, Goldpine, acting reasonably, may adjust the Purchase Price for those Goods.</li> </ul>

14. Material Supplied (Kitset sheds only)

<ul> <li>14.1 Goldpine will supply the Goods identified in the Quote as being provided by Goldpine as well as the following items: plans, specifications, producer statement, h5 treated poles, h3 treated rafters, purlins, girts, roofing and flashings (if requested), cladding as specified, all fixings required, and spouting if specified. You are responsible for supplying all other materials required (and for arranging for the construction of the building) at your cost.</li> <li>14.2 Goldpine will deliver the Goods to your premises if stated in the Quote.</li> </ul>

15. Building (if Goldpine is contracted to do building work)

<ul> <li>15.1 Goldpine will supply all Goods and building services identified in the Quote as being provided by Goldpine as well as foundation holes and footings. You are responsible for providing all other materials and services, including site works, storm water disposal, obtaining any required consents (other than building consents) and all consent fees including building consent fees, changes from the plans or extra materials at your cost.</li> <li>15.2 Risk in all Goods supplied for the construction passes to you when the building has been constructed except for minor omissions or defects (if any) which do not prevent the building from being used for its intended purpose.</li> <li>15.3 Ownership of the Goods will not pass from Goldpine to you until you have paid Goldpine all amounts payable for the Goods.</li> <li> 15.4 Goldpine may adjust the Purchase Price to reflect additional costs incurred by it if: <ul> <li>(a) the site is not level, has poor ground conditions, or there are subsurface obstacles;</li> <li>(b) you provide Goldpine with inaccurate and/or incomplete specifications or dimensions;</li> <li>(c) the location of any underground services and utilities is not advised to Goldpine in writing, or any location advised to Goldpine in writing is inaccurate;</li> <li>(d) you change the plans after the date of the Quote; and/or</li> <li>(e) any assumptions stated in the Quote are inaccurate,</li> </ul> by giving you written notice. </li> <li>15.5 You will ensure Goldpine and its employees, agents and subcontractors have unhindered access to your premises to carry out its obligations under these Terms. You must ensure that the premises meets any requirements stated in the Quote and provide any necessary amenities, facilities and services, including those stated in the Quote, to enable Goldpine to carry out its obligations, and secure on-site storage for the Goods and Goldpine’s materials and equipment.</li> <li> 15.6 While Goldpine is on your premises it will comply with its obligations under the Health and Safety at Work Act 2015 and you will: <ul> <li>(a) not enter any construction area on your premises without Goldpine’s prior written consent;</li> <li>(b) comply with any health and safety rules, policies, and procedures notified by Goldpine to you; and</li> <li>(c) comply with Goldpine’s reasonable instructions regarding health and safety and security of the construction site.</li> </ul> </li> <li>15.7 Goldpine will manage any building consent application process on your behalf, and provide you with reasonable assistance to obtain any building consents necessary for the construction, but is not liable to you if not obtained.</li> <li>15.8 Nothing in these Terms limits any rights the parties may have under the Construction Contracts Act 2002.</li> </ul>

Goldpine’s many guarantees are designed to ensure your satisfaction with our quality products and service. For more information on any of our Guarantees, or to speak to us in person call 0800 2 GOLDPINE. All goods and services supplied by Goldpine Industries Limited (“Goldpine”, “we”, “us” or “our”) to the Customer (“the Customer”, “you” or “your”) are supplied on the basis set out in these terms.