TERMS AND CONDITIONS
OF TRADE

INNERTECH LTD T/A INNERTECH GATES

Effective date: 01 September, 2026

1. Definitions

In these Terms:

"Business Day" means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.

"Customer" means the person, company, trust, partnership or other entity requesting or purchasing Goods or Services from Innertech.

"Goods" means all products, equipment, materials, components, automation systems, gates, access systems and other items supplied by Innertech.

"Innertech", "we", "us" or "our" means Innertech Ltd, trading as Innertech Gates.

"Order" means any request, purchase order, acceptance of quotation, booking or instruction to supply Goods or Services.

"Price" means the price payable for Goods and Services, including any additional charges payable under these Terms.

"Project" means any manufacturing, installation, automation, construction or other substantial work undertaken by Innertech.

"Quote" means a written quotation provided by Innertech.

"Services" includes all work performed by Innertech, including consulting, design, manufacturing, fabrication, installation, automation, repairs, maintenance, servicing, fault finding and commissioning.

"Terms" means these Terms and Conditions of Trade.

2. Application of These Terms

2.1 These Terms apply to all Goods and Services supplied by Innertech unless otherwise agreed by us in writing.

2.2 These Terms apply to:

residential customers;
commercial customers;
industrial customers;
property managers;
body corporates;
builders;
contractors;
companies;
trusts; and
other customers.

2.3 These Terms form part of every quotation, order, invoice, service booking and agreement between the Customer and Innertech.

2.4 The Customer accepts these Terms by:

a. signing or accepting a quotation;

b. placing an Order;

c. instructing Innertech to commence work;

d. booking a service;

e. accepting delivery of Goods; or

f. otherwise indicating acceptance of our Goods or Services.

2.5 Where there is any inconsistency between:

a signed project agreement;
a written quotation;
a purchase order accepted by Innertech; and
these Terms,

the documents will apply in that order to the extent of the inconsistency.

3. Quotations and Estimates

3.1 Unless otherwise stated, Quotes are valid for 30 days from the date of issue.

3.2 A Quote is based on information available to Innertech at the time it is prepared.

3.3 Quotes may be subject to assumptions, exclusions, site conditions and information supplied by the Customer.

3.4 Unless expressly stated otherwise, a Quote does not include:

building work;
electrical upgrades;
engineering;
council approvals;
resource consents;
building consents;
excavation;
drainage;
remediation work;
unforeseen ground conditions;
asbestos removal;
third-party contractor costs; or
work outside the stated scope.

3.5 If site conditions or the scope of work differ materially from the information available when the Quote was prepared, Innertech may charge for additional work.

3.6 Estimates are indicative only and are not binding quotations.

4. Acceptance and Variations

4.1 A Quote is accepted when the Customer:

signs it;
accepts it electronically;
confirms acceptance by email;
issues an accepted purchase order; or
instructs Innertech to proceed.

4.2 Any variation to the scope of work must be agreed by Innertech.

4.3 Variations may result in changes to:

Price;
materials;
specifications;
design;
delivery dates; and
completion dates.

4.4 Innertech may require written approval before commencing variation work.

5. Residential Servicing, Repairs and Call-Outs

5.1 Payment Requirement

Unless otherwise agreed in writing, residential servicing, maintenance, repair and call-out Services are payable:

in advance of attendance, at the time of booking, or immediately upon completion of the service, as directed by Innertech.

Innertech may require payment before scheduling or dispatching a technician.

5.2 Service Booking

A booking represents a reservation of:

technician time;
travel time;
workshop resources; and
service availability.

The Customer must provide reasonable notice if they need to cancel or reschedule.

5.3 Cancellation or No Access

If the Customer:

cancels with insufficient notice;
is not present when attendance is required;
fails to provide access;
provides an incorrect address; or
otherwise prevents the service from being performed,

Innertech may charge a cancellation, attendance or call-out fee to recover reasonable costs incurred.

6. Commercial and Project Work

6.1 Larger projects may be subject to:

deposits;
progress payments;
milestone payments;
retention arrangements;
staged delivery; or
project-specific payment schedules.

6.2 Innertech may require a deposit before:

ordering materials;
commencing manufacturing;
allocating labour; or
commencing installation.

6.3 Unless otherwise agreed, deposits are not refundable to the extent they have been applied to:

specially ordered materials;
custom fabrication;
design work;
engineering;
supplier commitments; or
other costs reasonably incurred by Innertech.

6.4 The Customer must pay all progress payments when due.

6.5 Innertech may suspend work if payment is overdue.

7. Pricing

7.1 Prices are in New Zealand dollars.

7.2 GST will be charged where applicable.

7.3 Unless expressly stated otherwise, Prices may exclude:

freight;
delivery;
travel;
accommodation;
parking;
after-hours attendance;
specialist equipment;
permits;
disbursements; and
third-party contractor costs.

7.4 Where the Price cannot reasonably be determined in advance, Innertech may charge based on:

labour time;
materials;
travel;
call-out fees; and
other reasonable costs incurred.

7.5 Innertech may correct genuine pricing errors.

8. Payment

8.1 Payment must be made in accordance with the payment terms stated on the Quote or invoice.

8.2 Where no payment terms are stated:

residential service and repair work is payable in accordance with clause 5;
commercial accounts are payable within [7/14] days of invoice; and
project payments are payable according to the agreed payment schedule.

8.3 Time for payment is of the essence.

8.4 Payment is not withheld because the Customer:

has not received payment from another party;
is involved in a dispute with a third party; or
has not completed another unrelated project.

9. Late Payment

9.1 If payment is overdue, Innertech may:

charge default interest at 25% per annum;
suspend Services;
refuse further work;
require payment in advance;
cancel credit terms; and
recover reasonable debt collection and legal costs.

9.2 Interest accrues daily from the due date until payment is received in full.

9.3 The Customer must pay all reasonable costs incurred by Innertech in recovering overdue amounts.

10. Credit Card and Electronic Payment Fees

10.1 Innertech may charge a surcharge for payment by credit card, contactless card or other payment methods that incur additional processing costs.

10.2 Any surcharge will be disclosed before payment is made.

10.3 The surcharge will reflect the reasonable cost to Innertech of processing that payment method.

11. Deposits

11.1 Innertech may require a deposit before commencing work.

11.2 Deposits may be applied toward:

design;
manufacturing;
materials;
labour;
supplier orders; and
project mobilisation.

11.3 A deposit does not limit the Customer's obligation to pay the full Price.

12. Site Access and Customer Responsibilities

The Customer must:

12.1 provide safe and reasonable access to the site;

12.2 ensure that Innertech technicians can access the relevant equipment;

12.3 disclose known hazards or site conditions;

12.4 provide accurate information about existing equipment;

12.5 ensure pets and other hazards are appropriately controlled;

12.6 obtain necessary permissions to authorise Innertech to perform the work; and

12.7 ensure that the person instructing Innertech has authority to do so.

If Innertech cannot safely perform the work because of site conditions outside our control, we may postpone the work and charge reasonable costs incurred.

13. Unforeseen Conditions

13.1 Gate, access and automation work may involve existing structures, underground services, electrical systems and equipment installed by third parties.

13.2 Innertech is not responsible for pre-existing defects or conditions that were not reasonably apparent before work commenced.

13.3 If unforeseen conditions arise, Innertech may:

stop work;
recommend additional work;
revise the Price; and
extend the expected completion date.

13.4 Examples include:

unstable structures;
inadequate foundations;
hidden damage;
defective electrical systems;
incorrect previous installations;
corrosion;
subsidence;
flooding;
underground services;
inadequate power supply; and
third-party modifications.

14. Delivery and Timeframes

14.1 Any delivery or completion date provided by Innertech is an estimate unless expressly stated otherwise in writing.

14.2 Innertech is not liable for delays caused by:

supplier delays;
material shortages;
weather;
labour shortages;
access restrictions;
customer delays;
variations;
regulatory requirements; or
events beyond our reasonable control.

14.3 Reasonable extensions of time may apply.

15. Risk

15.1 Risk in Goods passes to the Customer when the Goods are:

delivered to the Customer;
delivered to the site; or
otherwise placed in the Customer's possession or control.

15.2 The Customer is responsible for insuring Goods once risk passes.

16. Ownership and Retention of Title

16.1 Ownership of Goods supplied by Innertech remains with Innertech until all amounts owing to Innertech have been paid in full.

16.2 Until ownership passes, the Customer must:

keep the Goods identifiable;
not sell or dispose of them except in the ordinary course of business;
protect them from damage; and
allow Innertech to inspect them where reasonably necessary.

16.3 If the Customer defaults, Innertech may exercise any rights available under law to recover Goods.

17. Personal Property Securities Act 1999

17.1 The Customer acknowledges that these Terms may create a security interest in favour of Innertech in Goods supplied by Innertech and their proceeds.

17.2 The Customer agrees to do anything reasonably required by Innertech to enable Innertech to register and maintain any security interest under the Personal Property Securities Act 1999.

17.3 To the maximum extent permitted by law, the Customer waives rights to receive notices or statements where those rights may lawfully be waived.

Important: I would have this PPSA section separately reviewed by a commercial lawyer before publication because PPSA drafting needs to be technically correct, particularly where goods become attached to land or incorporated into a gate structure.

18. Security and Access to Goods

18.1 Where legally entitled to do so, Innertech may enter premises to recover Goods in which it has a security interest.

18.2 Innertech will exercise any recovery rights reasonably and in accordance with applicable law.

18.3 The Customer must pay reasonable costs associated with recovery.

19. Repairs to Existing Equipment

19.1 When repairing or servicing existing equipment, Innertech may identify additional faults that were not apparent during the initial inspection.

19.2 A repair to one component does not guarantee that other components or the entire system will operate indefinitely.

19.3 Innertech is not responsible for unrelated failures arising after repair where those failures are caused by:

age;
wear and tear;
pre-existing defects;
incompatible components;
defective third-party installations; or
failures unrelated to the work performed by Innertech.

19.4 Where a Customer requests a limited repair rather than replacement or comprehensive repair recommended by Innertech, Innertech does not guarantee that the limited repair will resolve all faults within the system.

20. Parts and Availability

20.1 Replacement parts may be sourced from third-party suppliers.

20.2 Innertech cannot guarantee the continued availability of:

obsolete components;
discontinued products;
proprietary components; or
parts no longer supported by manufacturers.

20.3 Where replacement parts are unavailable, Innertech may recommend an alternative solution.

21. Manufacturer Warranties

21.1 Some Goods supplied by Innertech may include a manufacturer's warranty.

21.2 Manufacturer warranties are subject to the terms and conditions imposed by the relevant manufacturer.

21.3 Innertech may assist Customers in making warranty claims but is not responsible for a manufacturer's decision to accept or reject a warranty claim.

21.4 Manufacturer warranties are in addition to any rights the Customer may have under applicable New Zealand law.

22. Innertech Workmanship Warranty

22.1 Workmanship Warranty
Subject to these Terms, Innertech warrants that Services performed by Innertech will be carried out with reasonable care and skill.
Where Innertech provides an additional express workmanship warranty, the applicable warranty period will be specified in the relevant quotation, invoice or warranty documentation.
22.2 Warranty Claim Process
The Customer must:

notify Innertech as soon as reasonably possible after discovering a potential defect;
provide reasonable information and photographs where requested;
allow Innertech a reasonable opportunity to inspect the work; and
not arrange third-party repairs without first giving Innertech the opportunity to inspect the alleged defect, except where immediate emergency work is reasonably necessary to prevent damage or injury.

23. Warranty Exclusions

To the maximum extent permitted by law, warranties do not cover defects or damage caused by:

misuse;
neglect;
accidental damage;
vandalism;
vehicle impact;
incorrect use;
failure to follow operating instructions;
lack of maintenance;
normal wear and tear;
power surges;
electrical supply problems;
flooding;
water ingress;
corrosion;
extreme weather;
insect or animal damage;
chemical damage;
water blasting or inappropriate cleaning;
structural movement;
subsidence;
third-party modifications;
unauthorised repairs; or
alterations made without Innertech's approval.

24. Maintenance Requirements

24.1 Automated gates and access systems contain mechanical and electrical components that require appropriate maintenance.

24.2 The Customer is responsible for ensuring that equipment is appropriately maintained unless Innertech has agreed to provide an ongoing maintenance programme.

24.3 Failure to maintain equipment may affect performance, safety and warranty coverage.

25. Consumer Guarantees Act and Consumer Rights

25.1 Nothing in these Terms is intended to exclude, restrict or modify rights that cannot legally be excluded under the Consumer Guarantees Act 1993, Fair Trading Act 1986 or other applicable New Zealand legislation.

25.2 Where the Customer acquires Goods or Services as a consumer, statutory consumer guarantees may apply.

25.3 Where the Customer acquires Goods or Services in trade, the parties may agree to contract out of the Consumer Guarantees Act 1993 only to the extent permitted by section 43 of that Act.

Business Customers

Where the Customer acquires Goods or Services for the purposes of a business, the Customer agrees that, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply where the parties are entitled to contract out of that Act and it is fair and reasonable for them to be bound by that agreement.

26. Limitation of Liability

26.1 Nothing in these Terms limits any liability that cannot legally be excluded or limited.

26.2 Subject to clause 26.1, Innertech's liability arising from the supply of Goods or Services is limited, to the maximum extent permitted by law, to one of the following remedies at Innertech's option:

repair;
replacement;
re-performance of Services; or
refund of the amount paid for the relevant Goods or Services.

26.3 Innertech is not liable for indirect or consequential loss, including:

loss of profit;
loss of revenue;
business interruption;
loss of opportunity;
loss of data; or
consequential property damage,

except to the extent liability cannot lawfully be excluded.

27. Existing Property and Structures

27.1 Innertech is not responsible for defects in existing:

gates;
structures;
foundations;
electrical systems;
access systems;
drainage;
fencing; or
third-party equipment.

27.2 Innertech is not responsible for damage caused by structural or environmental conditions outside our control unless directly caused by our negligence.

28. Customer-Supplied Goods

28.1 Where the Customer supplies Goods or equipment for installation or integration, Innertech does not warrant the quality, compatibility or suitability of those Goods.

28.2 Innertech may charge for additional time required to install, adapt or troubleshoot Customer-supplied equipment.

28.3 Innertech is not responsible for manufacturer defects in Customer-supplied Goods.

29. Suspension of Work

Innertech may suspend work if:

payment is overdue;
the site is unsafe;
access is unavailable;
the Customer breaches these Terms;
required approvals have not been obtained; or
circumstances arise that reasonably prevent us from continuing the work.

Any resulting delay or additional costs may be charged to the Customer where appropriate.

30. Cancellation by Customer

30.1 The Customer may cancel an Order by providing written notice to Innertech.

30.2 Cancellation is subject to payment for:

work already completed;
materials ordered;
custom manufactured Goods;
supplier cancellation charges;
labour allocated;
design work;
administration costs; and
other reasonable costs incurred by Innertech.

30.3 Specially manufactured or customised Goods may not be capable of cancellation once production has commenced.

30.4 Deposits may be retained or applied toward these costs.

31. Cancellation by Innertech

Innertech may cancel or suspend an Order where:

the Customer fails to pay;
the Customer provides misleading information;
the Customer breaches these Terms;
the site is unsafe;
required materials become unavailable; or
circumstances beyond our reasonable control make performance impractical.

Innertech will refund any amounts paid for Goods or Services not supplied, less any amounts properly payable under these Terms.

32. Disputes

32.1 If the Customer has a concern about Goods or Services, they should contact Innertech promptly.

32.2 The Customer must provide Innertech with a reasonable opportunity to investigate and, where appropriate, remedy any alleged defect.

32.3 The parties will attempt to resolve disputes in good faith.

32.4 If a dispute cannot be resolved, the parties may consider mediation before commencing legal proceedings, unless urgent action is required.

33. Force Majeure

Innertech is not liable for failure or delay caused by circumstances beyond our reasonable control, including:

natural disasters;
severe weather;
pandemics;
strikes;
supplier shortages;
transport disruption;
power outages;
government restrictions; or
other unforeseen events.

34. Intellectual Property and Designs

34.1 Unless otherwise agreed in writing, intellectual property in designs, drawings, specifications and technical documents created by Innertech remains the property of Innertech.

34.2 The Customer may use those materials only for the purpose for which they were supplied.

34.3 The Customer must not provide Innertech designs or specifications that infringe the intellectual property rights of another person.

35. Notices

36.1 Notices may be given by:

email;
post;
delivery to the relevant address; or
another agreed electronic communication method.

36.2 A Customer must promptly notify Innertech of changes to their contact details.

36. General

37.1 These Terms constitute the entire agreement between the parties except where supplemented by a written project agreement or quotation.

37.2 Failure to enforce any provision does not constitute a waiver.

37.3 If any provision is invalid or unenforceable, the remaining provisions continue to apply.

37.4 The Customer may not assign its rights or obligations without Innertech's written consent.

37.5 Innertech may subcontract part or all of the Services.

38. Governing Law

These Website Terms of Use are governed by the laws of New Zealand.

Any dispute will be subject to the jurisdiction of the courts of New Zealand.

TERMS AND CONDITIONS OF TRADE