General Terms and Conditions of Sale (April 2024)
1. Application of Terms
1.1 These General Terms and Conditions of Sale (“Terms”) apply between ZeroJet Limited, a New Zealand registered company number 5743831 (“ZeroJet”), and you (“the Customer”, “you” or “your”) and govern the purchase of any products (“Products”) by you from ZeroJet (unless such purchase has been undertaken in conjunction with Specific Terms and Conditions of purchase as specified by ZeroJet in writing to you (“Alternative Terms”), in which case the Alternative Terms will prevail).
1.2 These Terms shall be deemed to have come into legal effect, and be legally binding on the Parties, by:
(a) the Parties signing any document or form confirming their agreement to these Terms (which may be signed by electronic means); or
(b) the Customer receiving a copy of these Terms from ZeroJet and the Customer either agreeing to them in writing or by the Customer placing an order for the Products with ZeroJet or, if earlier, paying any money to ZeroJet.
1.3 These Terms apply to the exclusion of any terms of the Customer, whether set out in an order for Products or otherwise.
2. Changes
2.1 ZeroJet reserves the right to change these Terms from time to time. Changes will be effective immediately upon being provided to the Customer or placed on the Website. A change to the Terms will not apply to Products ordered prior to the date of the change.
2.2 Until the Customer accepts a quote in accordance with clause 3.5, ZeroJet does not make any guarantees as to the final configuration or specification of any Product, nor does it guarantee that you will be able to purchase a specific model of Product. You agree and understand that the Product is under development and may suffer delayed commercialisation in some or all regions.
3. Orders
3.1 Products may be ordered on the ZeroJet Website or by contacting a ZeroJet representative. The Customer will be advised on the expected production date.
3.2 ZeroJet will provide the Customer with a quote which contains the date of the order, quantity and description of the Products required by the Customer and the Delivery Location. The quote is valid until the expiry date noted on the quote. ZeroJet’s provision of a quote is not acceptance of an order, nor is it an offer capable of acceptance.
3.3 If the Customer accepts the quote and ZeroJet is willing to accept the order, ZeroJet will issue an invoice for the Instalment.
3.4 Upon issuing an invoice for the Instalment, ZeroJet will agree a Target Delivery Date with the Customer.
3.5 The Customer shall pay the Instalment to ZeroJet within 10 days of receipt of the invoice. Payment of the Instalment will secure the Customer’s place in the production queue and the sale price. The order is not binding on ZeroJet until an invoice has been issued and the Instalment has been received by ZeroJet.
3.6 The Customer will be responsible for the payment and organisation of freight, insurance and other applicable Third Party Charges to the requested Delivery Location.
3.7 The Customer may not cancel an order accepted by ZeroJet, except with the prior written agreement of ZeroJet.
3.8 ZeroJet will use all reasonable endeavours to dispatch orders to meet the Target Delivery Date but will be under no liability to the Customer for any delay to make delivery of the Products.
3.9 If there is any conflict or inconsistency between the terms of these Terms and any order, the provisions of these Terms shall prevail to the extent of that conflict or inconsistency.
4. Pricing, Invoices and Payment
4.1 Prices for the Products are as agreed in writing between ZeroJet and the Customer. ZeroJet reserves the right to amend the prices from time to time without notice.
4.2 Payment for the Products and applicable taxes and other Third-Party Charges must be made in full before physical delivery or collection of Products.
4.3 The Parties may at any time mutually agree in writing to change the Sale Price to account for changes to the Products specifications or any optional extras added to the order prior to delivery of the Products to the Customer. The Final Payment amount will reflect any such changes.
4.4 ZeroJet shall issue an invoice to the Customer when the Final Payment is due. The Customer shall pay the Final Payment within 10 days of the date of such invoice. Arrangements for delivery will not be finalised until the Final Payment is received in full.
4.5 The Customer shall pay to ZeroJet the amounts specified in each invoice issued by ZeroJet in New Zealand dollars (except where agreed otherwise in writing by the Parties) and into the bank account specified in writing by ZeroJet.
4.6 The Customer shall be solely responsible and liable for the remittance and payment of any and all taxes, charges, levies, duties, fees, assessments and other fees of any kind, however designated, imposed by governmental or other authority in respect of the sale, purchase, importation and use of the Products.
5. Delivery
5.1 On receipt of full payment of the Sale Price and any agreed Third Party Charges, ZeroJet will make goods available for pickup.
5.2 Unless agreed otherwise in writing, Products will be shipped or made available for collection EXW (Incoterms 2020) ZeroJet’s warehouse or manufacturing location.
5.3 The Target Delivery Date is advised to the Customer in good faith and ZeroJet shall advise the Customer of any delays to the Target Delivery Date. However, the Target Delivery Date is an estimate only. Failure to deliver the Products on or before the Target Delivery Date shall not constitute a breach of these Terms and does not affect the Customer’s obligation to pay for the Products. ZeroJet is not liable to the Customer or any other person for any failure to meet the Target Delivery Date.
5.4 Title to the Products passes to the Customer upon:
(a) collection of the Products by you or your agent in accordance with these Terms and full payment received.
5.5 Risk in the Products passes to the Customer when the Products are shipped or made available for collection EXW (Incoterms 2020) ZeroJet’s warehouse or manufacturing location.
6. Limitation of Liability
6.1 ZeroJet’s maximum aggregate liability arising under or in connection with these Terms, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation or otherwise, shall in all circumstances be limited to the amounts actually paid by the Customer to ZeroJet under these Terms for the Product giving rise to liability.
6.2 ZeroJet shall not be liable to the Customer for any indirect, consequential or special loss or damage, loss of revenue, economic loss or damage, loss of business or profits or anticipated business or profits, loss of goodwill, loss of anticipated savings or for any business interruption, whether or not that loss was, or ought to have been, contemplated by ZeroJet.
6.3 ZeroJet maintains with a reputable third party insurance company such insurance policies that a prudent entity marketing, promoting, manufacturing and selling the Products would otherwise maintain, taking into account the risks and potential liabilities under these Terms.
6.4 The Parties agree that this clause 6 shall survive the termination of these Terms.
7. Warranty
7.1 Refer to our written warranty included with the Products and available on the Website (“Warranty Policy”).
7.2 Subject to applicable consumer protection laws, where there is a failure that amounts to a breach of an applicable consumer guarantee, ZeroJet will repair, replace, or provide a refund of the price for the Products in accordance with applicable consumer protection laws.
7.3 If you are, or you have represented that you are, acquiring Products for the purposes of a business, the Parties agree that:
(a) to the maximum extent permissible by law, neither the New Zealand Consumer Guarantees Act 1993 nor any other consumer protection laws apply to the Products that you purchase or these Terms; and
(b) it is fair and reasonable that the Parties are bound by these Terms, including this clause 7.3.
7.4 Where you believe that you have purchased any Product that does not meet the Warranty Policy or any applicable consumer protection laws, or you have received an incorrect Product please contact ZeroJet at sales@zerojet.nz and ZeroJet will arrange with you the process for:
(a) determining if the Product is defective; and/or
(b) returning the Product to ZeroJet; and/or
(c) providing you with any remedy to which you may be entitled.
7.5 If you seek inspection and/or servicing of Products where there is no legitimate claim under the Warranty Policy or any applicable consumer protection laws then you will bear the cost of such servicing or inspection.
7.6 ZeroJet makes no representation or warranty that the Products, your purchase of the Products or any use of the Products is legal or appropriate in all countries, or that the user, service, and operating manual(s) for the Products satisfies the laws of all countries. You are responsible for ensuring that your purchase, importation and use of the Products is not illegal or prohibited, and for your own compliance with applicable local laws.
8. General Provisions
8.1 Compliance: You must at all times comply with the user, service, and operating manual(s) for the Products.
8.2 No Assignment: You must not assign or otherwise transfer any rights and obligations under these Terms whether in whole or in part without the prior written consent of ZeroJet.
8.3 No Waiver: No Party will be deemed to have waived any right under these Terms unless the waiver is in writing and signed by that Party.
8.4 Force Majeure: Except for the Customer’s payment obligation, neither ZeroJet or the Customer are liable for any breach or non-observance of any of these Terms if such breach results from or is caused by reason or on account of any circumstances beyond their control including (but without limitation) acts of God or the Government’s enemies, revolution, rebellion, insurrection, riots, pandemic, civil commotion, strikes, lock-outs of workmen, embargoes, confiscation, expropriation, floods, natural disasters or any inevitable accident. A Party shall not be entitled to claim relief under this clause if the failure was caused by a lack of funds of that Party.
8.5 Severance: If any provision of these Terms is found by a court or other competent authority to be void or unenforceable, such provision will be deemed to be deleted from these Terms and the remaining provisions of these Terms will continue in full force and effect.
8.6 Governing Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of New Zealand and the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to these Terms.
8.7 Entire Agreement: These Terms, together with the Product Warranty set out everything agreed by the parties relating to the Customer’s quote for, order or purchase of, and ZeroJet’s supply of the Products and supersede and cancel anything discussed, exchanged or agreed prior to the Customer agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the that is not expressly set out in the Terms and the Product Warranty, and no such representation, warranty or agreement has any effect from the date the Customer agreed to these Terms.
9. Definitions and Interpretation
9.1 In these Terms, the following definitions apply:
Delivery Location means the location where ZeroJet will deliver the Products for the Customer.
Instalment means the instalment payable for the Products, as agreed in writing by ZeroJet and the Customer.
Final Payment means the final payment due for the Products, as agreed in writing by ZeroJet and the Customer.
Parties means the parties to these Terms, and Party means either one of them.
Sale Price means the total sale price for a Products, as agreed in writing by ZeroJet and the Customer.
Products means the products ZeroJet agrees to supply the Customer.
Reservation fee means the fee paid by the Customer to be added to the Product production queue.
Target Delivery Date means the date on which ZeroJet intends to make delivery of the Products to the Customer.
Third-Party Charges means any fees charged by third parties in relation to your purchase of the Products, including any taxes, duties or other liabilities imposed by any governmental agency (including any customs duty), credit card transaction fees and foreign currency conversion fees, shipping, insurance and handling charges.
Website means www.zerojet.com