Randhawa Group of Companies Limited T/A JSR Refrigeration & Air Conditioning
T/A JSR Refrigeration & Air Conditioning
148 Ellis Street, Frankton, Hamilton-3204, NZ | P.O. Box 731, Hamilton-3240
Ph: 0800577722 | Fax: 078476555
Email: Admin@jsr.co.nz | Website: www.jsr.co.nz
JSR Terms & Conditions | Version 2.0 | Effective May 20251.1 “JSR” shall mean Randhawa Group of Companies Limited T/A JSR Refrigeration & Air Conditioning, its successors and assigns or any person acting on behalf of and with the authority of Randhawa Group of Companies Limited T/AJSR Refrigeration & Air Conditioning.
1.2 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by JSR to the Client.
1.3 “Guarantor” shall mean that person (or persons) who agrees to be liable for the debts of the Client on a principal debtor basis.
1.4 “Goods” shall mean all Goods supplied by JSR to the Client (and where the context so permits shall include any supply of Equipment and/or Services as hereinafter defined) and includes Goods described on any invoices, quotation, work authorisation or any other forms as provided by JSR to the Client.
1.5 “Equipment” shall mean all Equipment including any accessories supplied on hire by the Owner to the Hirer (and where the context so permits shall include any supply of Goods and/or Services).
1.6 “Services” shall mean all services supplied by JSR to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods and/or Equipment as defined above).
1.7 “Price” shall mean the price payable for the Goods as agreed between JSR and the Client in accordance with clause 4 of this contract.
2.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by JSR to the Client.
3.1 Any instructions received by JSR from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by JSR shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of JSR.
3.4 The Client shall give JSR not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by JSR as a result of the Client’s failure to comply with this clause.
3.5 Goods are supplied by JSR only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
4.1 At JSR’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by JSR to the Client in respect of Goods supplied; or
(b) JSR’s quoted Price (subject to clause 4.2) which shall be binding upon JSR provided that the Client shall accept JSR’s quotation in writing within thirty (30) days.
4.2 JSR reserves the right to change the Price in the event of a variation to JSR’s quotation. Any variation from the plan of scheduled Services or specifications of the Goods (including, but not limited to, any variation as a result of additional Services required due to hidden or unidentifiable difficulties beyond the control of JSR, or as a result of increases to JSR in the cost of Goods and labour) will be charged for on the basis of JSR’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
4.3 At JSR’s sole discretion a deposit may be required.
4.4 JSR may submit detailed progress payment claims:
(a) at intervals not less than fortnightly for work performed up to the end of each month; or
(b) in accordance with JSR’s specified payment schedule; and such payment claims may include the reasonable value of authorised variations, and the value of any Goods delivered to the site but not yet installed. Progress payment shall be made within twenty (20) working days of each monthly payment claim.
4.5 At JSR’s sole discretion:
(a) payment shall be due on delivery of the Goods; or
(b) payment shall be due before delivery of the Goods; or
(c) payment for approved Clients shall be due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices.
4.6 Time for payment shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.
4.7 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card – Visa or MasterCard only (plus a surcharge of up to two and a half percent (2.5%) of the Price), or by direct credit, or by Bartercard (retail only), or by any other method as agreed to between the Client and JSR.
4.8 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
5.1 At JSR’s sole discretion delivery of the Goods shall take place when:
(a) the Client takes possession of the Goods at JSR’s address; or
(b) the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are delivered by JSR or JSR’s nominated carrier); or
(c) the Client’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Client’s agent.
5.2 At JSR’s sole discretion the costs of delivery are in addition to the Price and, where applicable, may be charged to the Client’s account.
5.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then JSR shall be entitled to charge a reasonable fee for redelivery.
5.4 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
5.5 JSR may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
5.6 The failure of JSR to deliver shall not entitle either party to treat this contract as repudiated.
5.7 JSR shall not be liable for any loss or damage whatsoever due to failure by JSR to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of JSR.
6.1 If JSR retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, JSR is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by JSR is sufficient evidence of JSR’s rights to receive the insurance proceeds without the need for any person dealing with JSR to make further enquiries.
7.1 JSR and Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid JSR all amounts owing for the particular Goods; and
(b) the Client has met all other obligations due by the Client to JSR in respect of all contracts between JSR and the Client.
7.2 Receipt by JSR of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then JSR’s ownership or rights in respect of the Goods shall continue.
7.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until JSR shall have received payment and all other obligations of the Client are met; and
(b) until such time as ownership of the Goods shall pass from JSR to the Client JSR may give notice in writing to the Client to return the Goods or any of them to JSR. Upon such notice being given the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and
(c) the Client is only a Bailee of the Goods and until such time as JSR has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Client owes to JSR for the Goods, on trust for JSR; and
(d) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that JSR will be the owner of the end products; and
(e) if the Client fails to return the Goods to JSR then JSR or JSR’s agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Goods are situated and take possession of the Goods, and JSR will not be liable for any reasonable loss or damage suffered as a result of any action by JSR under this clause.
8.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods previously supplied by JSR to the Client (if any) and all Goods that will be supplied in the future by JSR to the Client.
8.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which JSR may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, JSR for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register a financing change statement or a change demand without the prior written consent of JSR; and
(d) immediately advise JSR of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
8.3 JSR and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
8.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
8.5 Unless otherwise agreed to in writing by JSR, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
8.6 The Client shall unconditionally ratify any actions taken by JSR under clauses 8.1 to 8.5.
9.1 The Client shall inspect the Goods on delivery and shall within two (2) days of delivery (time being of the essence) notify JSR of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford JSR an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which JSR has agreed in writing that the Client is entitled to reject, JSR’s liability is limited to either (at JSR’s discretion) replacing the Goods or repairing the Goods.
10.1 Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 9.1; and
(b) JSR has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Client’s cost within five (5) days of the delivery date; and
(d) JSR will not be liable for Goods which have not been stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
10.2 JSR may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods plus any freight.
10.3 Non-stocklist items or Goods made to the Client’s specifications are under no circumstances acceptable for credit or return.
11.1 At JSR’s sole discretion:
(a) JSR warrants that if any defect in any workmanship of JSR becomes apparent and is reported to JSR within three (3) months of the date of delivery (time being of the essence) then JSR will either (at JSR’s sole discretion) replace or remedy the workmanship. The conditions applicable to this warranty are:
(i) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(ii) the warranty shall cease and JSR shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without JSR’s consent.
(iii) in respect of all claims JSR shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
(b) no warranty is given by JSR as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. JSR shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising; or
(c) the Client acknowledges that he has had full opportunity to inspect the second hand Goods and that he accepts the same with all faults and that no warranty is given by JSR as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. JSR shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
11.2 For Goods not manufactured by JSR, the warranty shall be the current warranty provided by the manufacturer of the Goods. JSR shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
12.1 Where JSR has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in JSR, and shall only be used by the Client at JSR’s discretion.
12.2 The Client warrants that all designs or instructions to JSR will not cause JSR to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify JSR against any action taken by a third party against JSR in respect of any such infringement.
12.3 The Client hereby authorises JSR to utilise images of the Goods designed or drawn by JSR in advertising, marketing, or competition material by JSR.
13.1 The Equipment shall at all times remain the property of JSR and is returnable on demand by JSR. In the event that the Equipment is not returned to JSR in the condition in which it was delivered JSR retains the right to charge the Price of repair or replacement of the Equipment.
13.2 The Client shall;
(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to lien over the Equipment.
(b) not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment.
(c) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by JSR to the Client.
13.3 The Client accepts full responsibility for the safekeeping of the Equipment and the Client agrees to insure, or selfinsure, JSR’s interest in the Equipment and agrees to indemnify JSR against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will affect adequate Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the Equipment. Further the Client will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at JSR’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
14.2 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by JSR.
14.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify JSR from and against all costs and disbursements incurred by JSR in pursuing the debt including legal costs on a solicitor and own client basis and JSR’s collection agency costs.
14.4 Without prejudice to any other remedies JSR may have, if at any time the Client is in breach of any obligation (including those relating to payment) JSR may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. JSR will not be liable to the Client for any loss or damage the Client suffers because JSR has exercised its rights under this clause.
14.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
14.6 Without prejudice to JSR’s other remedies at law JSR shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to JSR shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to JSR becomes overdue, or in JSR’s opinion the Client will be unable to meet its payments as they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
15.1 Despite anything to the contrary contained herein or any other rights which JSR may have howsoever:
(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to JSR or JSR’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that JSR (or JSR’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should JSR elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify JSR from and against all JSR’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint JSR or JSR’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 15.1.
16.1 JSR may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice JSR shall repay to the Client any sums paid in respect of the Price. JSR shall not be liable for any loss or damage whatsoever arising from such cancellation.
16.2 In the event that the Client cancels delivery of the Goods the Client shall be liable for any loss incurred by JSR (including, but not limited to, any loss of profits) up to the time of cancellation.
16.3 Cancellation of orders for Goods made to the Client’s specifications or non-stocklist items will definitely not be accepted, once the order has been processed.
17.1 The Client and the Guarantor/s (if separate to the Client) authorises JSR to:
(a) collect, retain and use any information about the Client and/or Guarantors, for the purpose of assessing the Client’s and/or Guarantors creditworthiness or marketing products and services to the Client and/or Guarantors; and
(b) disclose information about the Client and/or Guarantors, whether collected by JSR from the Client and/or Guarantors directly or obtained by JSR from any other source to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client and/or Guarantors.
17.2 Where the Client and/or Guarantors are an individual the authorities under clause 17.1 are authorities or consents for the purposes of the Privacy Act 1993.
17.3 The Client and/or Guarantors shall have the right to request JSR for a copy of the information about the Client and/or Guarantors retained by JSR and the right to request JSR to correct any incorrect information about the Client and/or Guarantors held by JSR.
18.1 Where the Client has left any item with JSR for repair, modification, exchange or for JSR to perform any other Service in relation to the item and JSR has not received or been tendered the whole of the Price, or the payment has been dishonoured, JSR shall have:
(a) a lien on the item.
(b) the right to retain the item for the Price while JSR is in possession of the item.
(c) a right to sell the item.
18.2 The lien of JSR shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.
19.1 The Client hereby expressly acknowledges that:
(a) JSR has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Client, and:
(i) the payment is not paid in full by the due date for payment and no payment schedule has been given by the Client; or (ii) a scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its payment; or
(iii) the Client has not complied with an adjudicator’s notice that the Client must pay an amount to JSR by a particular date; and
(iv) JSR has given written notice to the Client of its intention to suspend the carrying out of construction work under the construction contract.
(b) if JSR suspends work, it:
(i) is not in breach of contract; and
(ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Client or by any person claiming through the Client; and
(iii) is entitled to an extension of time to complete the contract; and
(iv) keeps its rights under the contract including the right to terminate the contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator’s determination has not been complied with.
(c) if JSR exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to JSR under the Contractual Remedies Act 1979; or
(ii) enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of JSR suspending work under this provision.
20.1 The Client hereby disclaims any right to rescind or cancel any contract with JSR or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by JSR and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
21.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Hamilton.
21.3 JSR shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by JSR of these terms and conditions.
21.4 In the event of any breach of this contract by JSR the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
21.5 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by JSR nor to withhold payment of any invoice because part of that invoice is in dispute.
21.6 JSR may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
21.7 JSR reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which JSR notifies the Client of such change.
21.8 The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the Contractual Remedies Act 1979.
21.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
21.10 The failure by JSR to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect JSR’s right to subsequently enforce that provision.