Terms and Conditions of Supply

Effective Date: 31 March 2026

Default terms and conditions: These terms and conditions will apply to all supplies by Washtech, unless they are varied by agreement.

The customer agrees that the products are supplied for commercial use only and understands that the goods are not intended for domestic use.

Washtech has a right to replace or modify this document at any time. Replacement or varied terms and conditions will apply to any new order once published or notified to a customer.

The customer acknowledges that it has been provided with, and has read, understands, and accepts, these terms and conditions and agrees that they will apply to all supplies of goods and/or services except to the extent that, for any supply, there is an express written variation which is accepted by Washtech.

Each clause below starts with a plain English explanation of its purpose. This is solely to assist understanding and in case of doubt the meaning of a clause is not affected by the explanation.

1 General

In these terms and conditions:
1.1 “contract” refers to any legally binding contract made between Washtech and the customer for the supply of goods and/or services.
1.2 “purchase order” means a request by the customer (in any form) to purchase goods and/or services from Washtech.
1.3 “specific terms” means any specific terms that the parties expressly agree in writing will apply to a contract.
1.4 “the customer” means the purchaser of goods and/or services to be supplied by Washtech under a contract.
1.5 “goods" means goods supplied by Washtech to the customer.
1.6 “services” means any services to be performed by Washtech for the customer .
1.7 “the site” means the site to which Washtech is to deliver any goods, as agreed under a contract.
1.8 "these terms" means the terms and conditions recorded in this document.
1.9 "Washtech" means Washtech Limited (NZ Company number: 1070026) and its successors and assigns.

2 Application of these general terms

2.1 Except to the extent that Washtech notifies the customer otherwise these terms apply to all contracts for the supply of goods and/or services by Washtech to the customer.
2.2 If any specific terms in a contract conflict with these terms, then, to the extent of any inconsistency, the specific terms will prevail.

3 Entire Contract

3.1 These terms (and any specific terms agreed to in writing) form the entire contract between Washtech and the customer for the supply of the goods and/or services. No other document, alleged statement representation or communication about the supply will affect what is recorded in those documents.
3.2 No modifications or variations to these terms shall form part of the contract unless expressly accepted by Washtech in writing.

4 Price and other payments

4.1 (Subject to clause 4.2.2) the customer shall pay the price indicated on the invoice, order form, or other similar document issued by Washtech.
4.2 Where a price is indicated in a quotation or tender submitted by or on behalf of Washtech then the following shall apply:
4.3 The quotation or tender shall, unless otherwise stated, constitute an invitation to the customer to submit a purchase order, in which case no contract shall be formed until the customer's purchase order has been accepted by Washtech.
4. 4 Unless otherwise agreed, if between the date of the tender and the date of delivery there is a price increase to Washtech for its cost of goods or services to be supplied the customer shall in addition to the tender price pay Washtech and amount equal to this extra cost.
4.3 Unless agreed otherwise in the specific terms, the price for any services will be Washtech’s current standard prices for parts, materials, labour and (if applicable) travel or transportation costs, applicable on the date the services are provided. Washtech may alter its standard prices at any time.
4.5 The customer shall, in addition to and at the same time as the agreed price pay to Washtech any Goods and Services Tax, (GST) or other tax which may be payable in respect of the supply of the goods and/or performance of the services under a contract.
4.6 In addition to the price payable for goods or services the customer shall on demand pay to Washtech interest on unpaid or overdue supplies or invoices at a rate equivalent to Washtech’s own bank overdraft rate from time to time, calculated on a daily basis as from the day payment was due.
4.7 The customer shall make all payments required under a contract in full and free from any deduction, withholding, setoff, or counterclaim.

5 Payment Terms

5.1 If trade credit terms are agreed (but not otherwise) the customer shall pay all amounts due to Washtech by the 20th day of the month following the month of invoice (in the case of a sale) and on the agreed dates (in the case of a rental). Washtech may however (in its sole discretion) require payment in full before it provides any goods to the customer and/or begins the performance of any services.
5.2 Washtech may delay a supply of goods or services until the customer has produced satisfactory evidence of their ability to pay. If the customer fails to produce such evidence, then the customer shall be deemed to have made default under the contract, and Washtech, shall be entitled, without prejudice to any other remedy it may have, to cancel the contract.
5.3 Washtech is under no obligation to dispatch any goods for delivery or allow the customer to collect any goods until the customer has made payment in full for the relevant goods and/or services.
5.4 If Washtech incurs any liability, costs, charges, or expenses, including solicitor and own client costs, in the course of enforcing any of its rights under a contract, then the amount incurred shall be payable by the customer to Washtech immediately upon demand.

6 Performance and Delivery

6.1 If required under the contract, Washtech will, at the customer’s cost and risk, arrange delivery of any goods to the site. Goods are sold on an ex-works (Incoterms 2023) basis (subject to any specific terms).
6.2 The customer shall arrange access to the site to allow delivery and shall not reject nor refuse to accept the goods. Except in the case where, and to the extent that, Washtech accepts a return, arrival of the goods at the site shall constitute deemed acceptance of the goods by the customer.
6.3 If the customer asserts that goods are delivered to the site in a damaged condition, or that they are delivered otherwise than in accordance with the order, the currently applying Returns Policy (washtech.co.nz/pages/returns) must be followed. Washtech reserves all rights to reject a request for return of a delivery if it does not accept the customer’s assertions about the state of the goods or the delivery.
6.4 Although Washtech will use reasonable endeavours to deliver the goods and/or perform the services within the agreed delivery date or time (if any), such date/s or time shall not be of the essence of the contract, and Washtech shall not be liable for any alleged loss, expense, injury, damage, or claim whatsoever or howsoever arising as a result of any delay, howsoever such delay is caused.
6.5 The goods will be packed, marked and labelled by Washtech (where necessary, as required for export, in accordance with the requirements of ex-works Incoterms 2023) and such packaging will be generally suitable for the protection of the goods under normal transport conditions and for dry indoor storage and temperature climates up to three months from the date of delivery, provided that the packaging is not damaged or disturbed.

7 Risk

7.1 If Washtech agrees to ship goods at its cost and risk, then risk in any goods shall pass to the customer immediately on delivery at the site, but otherwise risk will pass on completion of loading the goods onto Washtech’s or the customer’s, designated transportation for delivery to the site.,
7.2 If the customer has provided (or allowed access to) any of its own goods to Washtech to perform services, the customer will retain risk in those goods at all times while the services are being performed.

8 Ownership of the goods

8.1 Washtech will retain legal and beneficial ownership of any goods purchased by the customer until deemed acceptance of the goods by the customer has occurred under clause 6.2 and the customer has paid for the goods in full (whichever occurs later).
8.2 Whenever the customer is in possession of goods before ownership has passed to it the customer will keep them safe and secure, separate from the customer’s own materials and equipment and clearly identified as the property of Washtech, and the customer will at its cost insure them against all usual risks, recording Washtech as owner.
8.3 If the customer has provided (or allowed access to) any goods to Washtech to perform services, the customer will retain title in those goods at all times while the services are being performed (subject to the following). If the goods are held by or under the control of Washtech, Washtech will have a general possessory lien over those goods (or any insurance proceeds relating to those goods), including the right to sell those goods on notice and apply all or any part of the sale proceeds as Washtech decides, until all amounts due to Washtech have been paid in full by the customer.

9 Intellectual Property

9.1 If the goods are manufactured or supplied by Washtech in accordance with any specification, drawing or design provided by or on behalf of the customer, and this constitutes an infringement of any patent, copyright, or the intellectual property (of any form or type) of any person, then the customer shall indemnify Washtech against any claim, damage, loss, or expense made against or suffered by Washtech arising out of or in connection with that infringement.
9.2 Washtech will retain all rights in it’s Intellectual Property notwithstanding manufacture or supply of goods on commission or performance of a contract for a customer. Any specification, drawing or design (in any form) provided by or on behalf of the customer to Washtech will automatically become the property of Washtech. Washtech is under no obligation to keep this information confidential and may use it for any purpose in any way (without having to provide any compensation to the customer).

10 Warranty and Liability

10.1 To the maximum extent permitted by law no warranties or guarantees implied by law will apply to the supply of goods or services supplied by Washtech and only the warranties or guarantees that are expressly set out below (or otherwise agreed to by Washtech) will apply. In particular where the customer is in trade, to the extent permitted by these laws, the Consumer Guarantees Act 1993, the Contract and Commercial Law Act 2017 and the Fair Trading Act 1986 will not apply to any supply of goods or services by Washtech.
10.2 On the strict condition that the customer has fulfilled the terms of payment for the goods and/or services under the relevant contract, Washtech will (in its sole discretion), but subject as set out below , repair or replace the goods (or any part of them) where they have been manufactured by Washtech and where during the warranty period (if any) they prove to be faulty by reason only of defective materials or defective workmanship or failure to comply with any required specifications. In the case of faulty services Washtech’s sole obligation is to re-perform the services. This clause contains the customer’s sole remedy for the failure of any goods (or any part of them) manufactured by, or any services provided by, Washtech.
10.3 If Washtech inspects or tests any goods or services and finds they do not breach the warranty in clause 10.2, the customer must reimburse Washtech for all costs of those inspections or tests.
10.4 If any defect becomes evident within the warranty period in any part of the goods that are supplied by, but not manufactured by Washtech, Washtech’s obligations will be limited to using its best endeavours to obtain for the customer the benefit of any relevant manufacturer’s guarantee or warranty and Washtech shall not otherwise be under any liability whatsoever for such defect, and clause 10.2 will not apply.
10.5 In these terms "warranty period" means the period of time specified in Washtech’s Warranty Policy (washtech.co.nz/pages/warranty), unless for any supply a different period is agreed. The warranty period will commence on the date of deemed acceptance under clause 6.2.
10.6 Washtech shall not be liable under clauses 10.2 or 10.4 unless it is satisfied that the goods have, from the time the warranty period began been stored, used, installed, operated, and maintained properly for their given purpose and in accordance with any instructions or recommendations given by Washtech . See link to Washtech’s manuals and instructions (washtech.co.nz/pages/resources) Additionally if the goods or any component part, have been altered in any way or used in conjunction with any other device or consumables not approved by Washtech, or by the manufacturer, no warranty will apply.
10.7 Washtech is not liable under this clause 10 unless the customer notifies Washtech in writing within seven days of any defect or failure occurring in any goods and/or services and unless the customer provides Washtech promptly with all information as Washtech may reasonably require concerning the goods and/or services.
10.8 Washtech is not liable for damage or loss in excess of the price paid by the customer for the goods and/or services under the relevant contract (whether cumulatively, or for a single event). Additionally, Washtech is not liable for indirect, consequential, special, exemplary, punitive, or economic or financial losses or costs to any property or persons (however arising or caused) in respect of the goods or the services. This includes (but is not limited to) their design, manufacture, installation or operation, use, delivery or packaging. This clause applies even if the customer complies with the contract and all instructions and directions.
10.9 Unless and only to the extent that under clause 10.2 Washtech accepts that the goods or a delivery is faulty the cost of removing or dismantling the goods or defective part, their carriage to and from Washtech's premises (or, if applicable, Washtech’s travel to the customer’s nominated premises), investigation, testing, repair or replacement and its reinstallation by Washtech shall be at the cost of the customer.

11 Dispute Resolution

11.1 In the event of any dispute arising between Washtech and the customer, they shall explore whether the dispute can be resolved by agreement between them using an informal dispute resolution technique, such as negotiation, mediation, independent expert determination, or any other alternative dispute resolution technique and may only resort to legal action if the dispute remains unresolved within 30 days after the dispute has been raised.
11.2 This clause does not affect Washtech’s ability to take legal action or to exercise rights to recover unpaid moneys.

12 Security Interest-Personal Property Securities Act 1999 “PPSA”)

12.1 The customer grants Washtech a Purchase Money Security Interest in all Goods that have been supplied to the customer before payment. In this clause such goods are called the Collateral”.) If goods have been onsold by the customer the sale proceeds are called the Proceeds and any Accessions form part of the Collateral, over which the Security Interest is granted. The customer will ensure that no other party is granted a Security Interest in the Collateral without Washtech's prior written consent.
12. 2 The customer will, at the customer's cost, provide Washtech with all information and do anything reasonably required by Washtech and pay any registration costs required to ensure that Washtech has a Perfected Security Interest with the priority required by Washtech under the PPSA.
12.3 To protect its Security Interest Washtech may, in addition to its rights under section 109 of the PPSA,, be entitled to remove and take possession of, and sell, the Collateral (by auction, public tender, private sale or any other method which it might reasonably consider to be appropriate in the circumstances). For such purposes the customer hereby authorizes Washtech and its agents to enter any property or place occupied by the customer to search for, remove and take possession of the Collateral without being liable in any way to the customer or to any person claiming under the customer for doing so.
12.4 Certain sections in the PPSA are able to be excluded by agreement. The customer agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to these terms or to the Security Interest, and the customer waives the customer's rights under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA and waives its rights to receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to the Security Interest created under these terms.
12.5 For the purposes of this clause words and expressions commencing in upper case have the meanings prescribed to them in the PPSA.

13 General Provisions

13.1 Washtech may collect hold and process information about a customer and its owners and officers. For the purposes of the Privacy Act 2020 Washtech has a Privacy Policy (washtech.co.nz/pages/privacy-policy)
13.2 The customer will take all required action to ensure that any person holding themselves out to Washtech as able to place an order or to contract on its behalf has that authority and Washtech may enforce any such order or contract against the customer unless it is proved that Washtech/ its officers had actual knowledge that the person was not so authorized.
13.3 Washtech has a right to off-set against any moneys it is holding for the customer any amount that is then payable to Washtech.
13.4 The rights and obligations of Washtech under any contract are assignable by Washtech, however the customer has no right to assign its obligations or rights.
13.5 These terms, and any contract or supply, will be subject to New Zealand law and the non-exclusive jurisdiction of the New Zealand courts