All prices (unless specified) include GST and exclude freight, and are subject to change without notice (Error & Omissions Excepted).

Where you are a commercial customer that has a credit term account and you have completed a credit account application, the terms and conditions in that application will apply (in place of the terms and conditions set out below).

Consumer Guarantees Act

If you are buying goods normally bought for personal, domestic or household use, you may have certain rights under the Consumer Guarantees Act 1993 (Consumer Guarantees Act) that cannot be excluded or limited. These terms do not limit or alter your rights under the Consumer Guarantees Act (other than in the circumstances permitted under that Act). You can find more information about your rights under the Consumer Guarantees Act at the Ministry of Business, Innovation & Employment's website (www.consumerprotection.govt.nz/general-help/consumer-laws/consumer-guarantees-act) and the Commerce Commission's website (comcom.govt.nz/consumers/your-rights-as-a-consumer).

Agreement

The Memorial Company agrees to sell and the Customer agrees to buy the goods ordered through The Memorial Company.

Acceptance

By placing the order for goods through The Memorial Company you are deemed to accept the terms and conditions of sale.

Price

The purchase price is for goods supplied and packed, and is exclusive of installation and maintenance.

The price you pay includes GST and other taxes and duties which may be applicable.
The price you pay excludes insurance/freight/handling charges (except to the extent already expressly included in the price).

Provided we meet our obligations under the Fair Trading Act 1986, we can revise our prices at any time prior to accepting your order.

Purchase prices are given in New Zealand dollars unless otherwise stated.

You are bound to pay us the price once we accept your order. A quotation does not give rise to a binding contract until you place an order which we subsequently accept.

Payment

If you have been given a credit term account, payment will be due by the 20th of the month following the date of invoice. Otherwise the goods you purchase must be paid for before we can deliver the goods to you.

We can impose a credit limit on you at any time, and alter it at our discretion with effect from the date that we notify you of such change. If you exceed your credit limit, we can refuse to supply goods to you.

If we at any time consider your credit worthiness to be unsatisfactory we can require security for payment.

You cannot withhold payment or make any deductions from any amount you owe us without our prior written consent.

Delivery

Where we agree to transport the goods to a specified place, we will deliver, or arrange delivery of, the goods to that place. Except where otherwise agreed, you will pay for all resulting transportation costs.

If no place of delivery is specified, delivery shall take place at the time when the goods are made available for despatch at our premises.

We can deliver the goods by instalments, and each instalment shall be treated as a separate contract.

If the Consumer Guarantees Act applies to your purchase, we will meet any obligations we have under that Act. Otherwise, if the Consumer Guarantees Act does not apply, any time stated for delivery is an estimate only and no claim shall be made by you on account of late shipment, or delivery however caused.

All freight charges shall be at your cost unless otherwise agreed and stated.

Returns and Cancelled orders

Without limiting any rights you have under the Consumer Guarantees Act, all goods to be returned must have a Goods Return Authority issued by us. The issue of a Goods Return Authority does not guarantee that we will accept the return.

Changing your mind / purchasing the wrong product by mistake: If you change your mind after making a purchase, or realise you have purchased the incorrect item, you can enjoy the peace of mind that we offer a 7 day exchange policy (excludes special order items). If there is not a suitable product that can be exchanged for your returned item you will be offered a credit on your account or gift card based on the value paid at the time of purchase. Please note, items purchased on finance cannot be exchanged for a gift card. To exchange a product, goods must be sealed / unopened, with packaging in original condition, and we will need to be notified within 7 days of purchase / delivery. Special order items are excluded and cannot be returned / exchanged if you change your mind/purchase the wrong product by mistake.

Incorrectly supplied products: If you have been accidentally supplied the wrong product, PB Tech will supply the correct product (where it is available) or issue a credit / refund. In these circumstances, if the Consumer Guarantees Act applies to the purchase, we will meet our obligations under that Act. Otherwise, if the Consumer Guarantees Act does not apply:

- to supply the correct product the incorrect product will first need to be returned to us;
- we will need to be notified within 7 days of purchase / delivery;
- the incorrect product supplied must be in resalable / unused condition.

Products damaged in transit: If your product has been damaged during transit to your delivery address we will replace your product (if it is available) or issue a credit / refund. In these circumstances, if the Consumer Guarantees Act applies to the purchase, we will meet our obligations under that Act. Otherwise, if the Consumer Guarantees Act does not apply, unless we agree otherwise, you must notify us within 24 hours of delivery in order to be eligible for a replacement, credit or refund.

Products that are faulty upon arrival / first use or otherwise: If the product you received is faulty upon arrival / first use or where the Consumer Guarantees Act applies, the products do not comply with the guarantees under that Act, we will either repair or replace your product, or issue a credit / refund. Without limiting any rights you have under the Consumer Guarantees Act, in order to repair, replace or issue a credit / refund for your faulty product, it will need to be returned to us so we can test and confirm that it is faulty. If the Consumer Guarantees Act applies, we will meet our obligations under that Act, Otherwise, if the Consumer Guarantees Act does not apply, all returns of this nature must be made within 14 days of purchase / delivery..

Express warranty - Products that are faulty within the warranty period: Without limiting any rights you have under the Consumer Guarantees Act, if your product is faulty or has stopped working as intended and is still within the warranty period specified when you purchased your product, PB Tech will repair or replace your product or issue a credit / refund where a suitable replacement is not available. In order to repair, replace or issue a credit / refund for your faulty product, it will need to be returned to us so we can test and confirm that it is faulty. You may also be able to contact the manufacturer directly to arrange a repair / replacement. Returns of this nature can be made any time within the warranty period and it is your responsibility to cover any costs of returning the product to us (NB there is no specific warranty period under the Consumer Guarantees Act).

Testing fees and return freight: If you return a product to us that is not faulty, you may be liable for a testing fee and freight charges to return the product to you.

Restocking fees: In some special circumstances including when products are sold to wholesale customers, we may agree (at our discretion) to accept a return of a product that is not faulty. In these situations there will be a handling fee equal to at least 20% of the goods value. Delivery, service and assembly fees are not refunded at all.

Without limiting any rights you have under the Consumer Guarantees Act:

- faulty goods will be subject to the normal return procedures for the specific brand being returned.
- freight charges will not be credited.

If you purchased on-line, we will arrange for collection of your incorrectly supplied/damaged or faulty goods. This will be at our cost where such charges are our responsibility under the Consumer Guarantees Act, Otherwise, you will be liable for all delivery and insurance charges incurred in respect of returned goods.

Risk and ownership

Risk of any loss, damage or deterioration of or to the goods passes to you on delivery, or if you state to leave goods at certain location, at the time goods are placed there.

Ownership of the goods remains with us and does not pass to you until you pay all amounts you owe to us or resell the goods in accordance with these terms.

While ownership of the goods remains with us:

You must store them separately or clearly identify them as belonging to us.

We authorise you in the ordinary course of your business to use the goods or sell them for full consideration. This authority is revoked from the earlier of the following:

- we deem your credit to be unsatisfactory;
- the occurrence of an Event of Default; or
- the time that we notify you in writing that this authority is revoked.

We can enter the premises where the goods are stored and remove them without being responsible for any damage caused in doing so. We can resell any of the goods and apply the proceeds of sale in reduction of amounts you owe to us.

If you resell or use the goods before ownership of the goods has passed to you, the proceeds of such sale or use shall be received and held by you (in whatever form) in trust for both you and us. Our interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed all amounts you owe us. You will be entitled to the balance of the proceeds.

We can bring an action for the price of the goods sold even where ownership of the goods may not have passed to you.

Guarantees

Where the Consumer Guarantees Act applies:

If you are in trade you agree that the Consumer Guarantees Act does not apply.

If you onsupply goods you must:

- do so on the basis that the Consumer Guarantees Act does not apply where the party buying the goods is in trade; and
- notify consumers that neither we nor any manufacturer undertake that repair facilities or spare parts will be available.

If you are in trade you acknowledge that no Express Guarantees (as defined in the Consumer Guarantees Act) are provided.

If you onsupply goods and if a claim is made directly against us by a consumer under the Consumer Guarantees Act then you will refund to us the amount of any damages (up to the value of the margin you made on the goods in question) we are required to pay to that consumer under the Consumer Guarantees Act.

Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act except to the extent permitted by the Act.

Except as otherwise required or prevented by laws including the Consumer Guarantees Act, or except as expressly provided under these terms, we are not liable for any claim in relation to any goods we supply to you (including as a result of negligence or otherwise) and all representations, guarantees, warranties and terms of whatever nature, including under the Contract and Commercial Law Act 2017, are completely excluded.

Repairs and replacements

We do not guarantee that repair facilities and parts will be available for the goods.

Default

If you do not pay the price by due date, we may charge a default penalty at a rate of 2.5% per month calculated on a daily basis on the unpaid portion of the price from the due date until payment in full, plus any GST.

You will, on demand, pay to us any amount we incur (including solicitors and collection agency costs, court costs and disbursements) in recovering payment of any overdue account.

If an Event of Default occurs, we may suspend or terminate any contract with you.

If an Event of Default occurs, all amounts you owe us shall immediately become due and payable notwithstanding that the due date has not arisen.

Without limiting any other rights or remedies, upon termination we will be entitled to repossess and resell any unpaid goods in accordance with the term of terms risk and ownership. Termination shall not relieve you from any liability or responsibility that has arisen before the date of termination.

An "Event of Default" means an event where:

- you fail to comply with the terms of any contract with us; or
- you commit an act of bankruptcy; or
- you enter into any composition or arrangement with your creditors; or

If you are a company:

- you do anything which would make you liable to be put into liquidation; or
- a resolution is passed or an application is made for liquidation;
- a receiver or statutory manager is appointed over all or any of your assets; or
- you cease or threaten to cease to carry on business.

Use of information

You agree that we (or other members of our group of companies) may obtain information about you from you or any other person (including any credit or debt collection agencies) in the course of our business, and you consent to any person providing us with such information.

You agree that we may give any information we have about you relating to your credit worthiness to any other person, including any credit or debt collection agency, for credit assessment and debt collection purposes.

You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us or our group of companies. (If you are an individual, i.e. a natural person, you have rights under the Privacy Act 1993 to access and request the correction of any personal information that we hold about you.)

Without limiting the above, we will collect, use, store and disclose your personal information in accordance with our privacy policy, available at www.pbtech.co.nz/privacy.

You consent to receiving marketing material from us, including via email, text and any other electronic means. We will comply with our obligations under the Unsolicited Electronic Messages Act 2007 in respect of any commercial electronic messages we send to you.

No liability

Except where provided in the Consumer Guarantees Act, we shall not be liable for any delays or failure in complying with any obligation imposed on us under any contract or for any loss or damage (including indirect or consequential loss of profits, data or damage) as claimed by you.

Except where the Consumer Guarantees Act applies, should any liability in relation to this agreement (or the goods supplied under this agreement) be imposed on The Memorial Company for any reason, our total liability to you is limited to the price of those goods and services supplied by us to which the liability relates. We will not, in any case, be liable for any consequential or special damages, including loss of business profits.

If we are unable to provide our obligations under the terms of this agreement by reason of strike, lock-out, riot, industrial action, fire, storm, operation of law or other cause beyond our reasonable control, then we are released from our obligations under this agreement.

Other agreements

These terms apply to all transactions where we supply goods to you.

This agreement supersedes the terms of all prior agreements, understandings, representations or warranties (PB Care excluded) previously given by us or any agent of The Memorial Company in respect of goods.

If there is any inconsistency between these terms and any order submitted by you or any other arrangement with us, these terms prevail unless otherwise agreed by us in writing.

If at any time any provision of this agreement becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired.

Waiver

If we exercise or fail to exercise any right or remedy available to us, this shall not prejudice our rights in exercising that or any other right or remedy. Waiver of any term of the contract must be specified in writing by us and signed by an authorised person.

Assignment

You may not transfer or assign all or any of your rights or obligations under this contract without our prior written consent.

Governing law

This contract and its terms are governed by, and shall be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the courts of New Zealand.