TERMS & CONDITIONS

Brontel Limited trading as Gary’s Garden Sheds
Terms and Conditions of Trade

Updated XX Month 2025

1. GENERAL
1.1 In these Terms and Conditions:
(a) “Agreement” means our quote or similar document, and these Terms and Conditions.
(b) “GGS”, “We” or “Us” means Brontel Limited trading as Gary’s Garden Sheds and its successors and assigns.
(c) “Client” or “You” means the person, firm, company or entity buying Services from us.
(d) “Goods” means the goods supplied to you as described in our quote or similar document.
(e) “Materials” means the materials to be supplied as described in our quote (including as part of the Goods) or as otherwise agreed in accordance with this Agreement.
(f) “Price” means the price stated in our quote or as otherwise fixed in accordance with this Agreement.
(g) “Services” means all Services we will supply to you as described in our quote (including delivery and installation) or as otherwise agreed in accordance with this Agreement.

2. QUOTE AND PRICE
2.1 Acceptance: Quotes are prepared using either measurements provided by you, or taken by us. For the avoidance of doubt, by accepting our quote you are deemed to have approved the measurements and design contained in the quote.
2.2 Calculation: At our sole discretion the Price will be either:
(a) Our quote Price (subject to clause 2.4); or
(b) Our estimated Price (subject to clause 3) which will not be deemed binding upon us as the actual Price can only be determined upon
completion of the Services. We undertake to keep you informed should the actual Price look likely to exceed the original estimate; or
(c) As indicated on our invoices in respect of the Services and Materials.
2.3 Price plus tax: You will pay the Price together with the amount of any Goods and Services Tax or any other tax which may be payable in respect of the supply of Services and Materials or otherwise under these Terms and Conditions.
2.4 Quotation: Any quotation we have made for the supply of Services constitutes an invitation to treat and not a binding offer. All quotations lapse after 30 days but we reserve the right to change or withdraw any quotation without notice at any time in relation to Materials costs.

3. VARIATIONS
3.1 We reserve the right to change the Price including switching to our hourly or daily rates:
(a) if you request a change to the Goods or Materials;
(b) if you request a variation to the Goods or Services originally quoted (including as a result of changes to any applicable designs, plans and/or specifications);
(c) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the site, obscured site defects which require remedial work, health hazards and safety considerations (such as the discovery of asbestos), prerequisite work by any third party not being completed, hard rock barriers below the surface, iron reinforcing rods in concrete, etc.) which are only discovered on commencement of the Services;
(d) For commercial customers only, in the event of increases to us in the cost of labour or Materials, or fluctuations in currency exchange rates, which are beyond our control;
(e) in the event that we are required to provide the Services urgently, and as a result may require our employees to work outside normal business hours (including but not limited to working, through lunch breaks, weekends and/or Public Holidays) with the consequential additional labour costs (penalty rates may apply).
3.2 4.1 Variations initiated by us do not need to be in writing.

4. CANCELLATION
For breach: Without prejudice to any other remedies we may have, if at any time you are in breach of any obligation (including those relating to payment) under these terms and conditions we may suspend or terminate this Agreement. We will not be liable to you for any loss or damage you suffer because we have exercised our rights under this clause.
4.2 Cancellation by GGS: We may cancel an Agreement at any time before we have commenced the Services, by giving written notice to you. On giving such notice we will repay to you any sums paid in respect of the Price. We will not be liable for any loss or damage whatsoever arising from such cancellation.
4.3 Cancellation by Client: In the event that you cancel this Agreement after payment of the deposit you will be charged a cancellation fee of $200. In addition, you will be liable for any and all loss incurred (whether direct or indirect) by us as a direct result of the cancellation (including, but not limited to, any loss of profits) and this amount will be deducted from your deposit.

5. PAYMENT
5.1 Deposit: In order to secure your booking or to enable us to purchase Materials you will be required to pay a deposit, which is due within 7 days of acceptance of our quote.
5.2 Payment of balance: You will pay the balance of your account (time being of the essence) according to any combination of the following:
(a) on completion of the Services;
(b) by way of instalments/progress payments in accordance with our specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the site but not yet installed;
(c) the date specified on any invoice or other form as being the date for payment;
(d) failing any notice to the contrary, on receipt of our invoice.
5.3 No deductions: All payments by you will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
5.4 Acceleration: Notwithstanding any credit period, full payment for all unpaid Materials and Services will become due immediately upon:
(a) you or any guarantor becoming insolvent or bankrupt;
(b) the commencement of any act or proceeding in which your or any guarantor’s insolvency is involved; or
(c) you or any guarantor resolving to wind up or being ordered to be wound up or having a receiver, liquidator of official manage appointed in respect of all or any of your assets; or
(d) you or any guarantor ceasing to trade.

6. PENALTY FOR LATE PAYMENT
6.1 Default interest: Failure by you to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default and, without prejudice to any other rights or remedies available to us, simple interest at 1.5%
per month will be payable upon demand and from the due date until payment.
6.2 Legal costs: You will indemnify us against all loss, costs and expenses, including legal costs on a solicitor/client basis, which we may suffer or incur as a result of any failure by you to make due and punctual payment.

7. PERFORMANCE
7.1 Time: An indication of lead time for the Services will be given at the time the Goods are ordered and will start from time we receive payment of the deposit.
7.2 Postponement by you: Requests to postpone installation must be made to us in writing at least 3 days before the scheduled date. Short notice requests may result in additional charges. We will do our best to accommodate postponement requests.
7.3 Delays: We may claim an extension of time (by giving you written notice) where installation is delayed by an event beyond our control, including but not limited to:
(a) inclement weather;
(b) illness or injury of our personnel;
(c) any failure by you to have the site ready for the Services; or
(d) any failure by you to notify us that the site is ready;
Additional charges may apply under (c) or (d).
7.4 Measurements: Due to manufacturing practicalities final measurements may vary slightly from design measurements. You accept that slight deviations from design measurements are within production tolerances and do not constitute
defects.
7.5 Photography: You agree that we may take photographs of the site after completion and use them for the purposes of marketing our services and our business. We will not publish images of any individuals or identifying features.

8. YOUR OBLIGATIONS
8.1 Access: You will ensure that we have clear and free access to the site at all times to enable us to perform the Services. We will not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless it is due to our negligence. You will also give us suitable access to power onsite.
8.2 Information: You will provide us with any relevant information required to enable us to perform the Services. This includes clearly marking the required location for installation of the Goods and advising us of the precise location of all underground services on the site. We will be entitled to rely on the accuracy of any plans, specifications and other information provided by you. If we are required to undertake additional work as a result of incorrect information (including relocating the Goods) we reserve the right to charge for such
additional work.
8.3 Consents/Approvals: You will obtain, at your cost, all licenses, approvals, application and permits that may be required for the Services.
8.4 Insurance: If required you will obtain and keep on foot contracts work cover in relation to the Services unless agreed otherwise.
8.5 Laws: You will comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including any Worksafe guidelines regarding health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.
8.6 Health and Safety: It is your responsibility to ensure that all safety measures have been taken at the site where the Services are to be performed so as to comply with all applicable health and safety laws. We have not and will not at any time assume any obligations as your agent or otherwise which may be imposed on you from time to time pursuant to the Health & Safety at Work Act 2015, including any subsequent regulations (the “HSW Act”) arising from the engagement of Services under this Agreement. Unless otherwise agreed, the parties agree that for the purposes of the HSW Act, we will not be the person who controls the place of work. Prior to our personnel attending the relevant site to perform the Services you will:
(a) inform us of all applicable health and safety rules and regulations that may apply at the site;
(b) notify us promptly of any risk, safety issues or incidents that may arise or may have arisen at the site that are relevant to our provision of the Services.
18.7 Right to delay or cancel: If we are concerned about the presence of any hazards or risks at the site we may, in our absolute discretion, delay the performance of some or all of the Services or cancel any order by notice in writing to you.

9. OUR OBLIGATIONS AND WARRANTIES
9.1 We warrant that:
(a) we have the right to enter into this Agreement;
(b) we will perform the Services to a reasonable standard of care and skill;
(c) we will perform the Services in accordance with relevant laws.
9.2 We will take reasonable steps to ensure that while on site our personnel comply with any health and safety requirements and other reasonable security requirements you make known to us.
9.3 If this Agreement relates to a residential building project, then the implied warranties in the Building Act are excluded as far as possible.

10. TITLE
10.1 The parties agree that the Client’s obligations to GGS for the provision of the Services will not cease (and ownership of the Materials will not pass) until:
(a) the Client has paid GGS all amounts owing to GGS; and
(b) the Client has met all other obligations due by the Client to GGS in respect of all contracts between GGS and the Client.
10.2 The parties further agree that, until ownership of the Materials passes to the Client in accordance with clause 10.1:
(a) the Client is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to GGS on request;
(b) the Client holds the benefit of the Client’s insurance of the Materials on trust for GGS and must pay to GGS the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed. The production of these terms and conditions by GGS will be sufficient evidence of GGS’s rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with GGS to make further enquiries;
(c) unless the Materials have become fixtures the Client irrevocably authorises GGS to enter any premises where GGS believes the Materials are kept and recover possession of the Materials;
(d) the Client will not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of GGS;
(e) GGS may commence proceedings to recover the Price notwithstanding that ownership of the Materials has not passed to the Client.

11. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”) AND PROTECTION OF GGS’S RIGHTS
11.1 The Client acknowledges that on signing the Agreement the Client grants GGS a security interest in favour of GGS in respect of the Goods and Materials and their proceeds and secures payment by the Client to GGS of all amounts from time to time owing by the Client to GGS under this Agreement or any other agreement between them. When Materials supplied by GGS have become an
accession or have been manufactured, processed, co-mingled or affixed with other property, the Client will ensure that Materials supplied by GGS and their proceeds will remain identifiable. The Client acknowledges that the Client’s security interest continues in the accession or the processed or co-mingled Materials and their proceeds.
11.2 The Client will promptly do all things, sign any further documents and/or provide any further information which GGS may reasonably require to enable GGS to perfect and maintain the perfection of its security interest.
11.3 The Client will notify GGS of any change in name and/or any other change in the Client’s details (including, but not limited to, changes in the Client’s address, email address, trading name or business practice) not less than 14 days before
the change takes effect.
11.4 GGS and the Client agree that to the fullest extent permitted by law, nothing in sections 114(1)(a) and 133 of the PPSA will apply in respect of the Client and GGS. The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA.
11.5 The Client waives the right to receive a copy of the verification statement or a financing change statement in respect of the Client’s security interest.
11.6 In the event that:
(a) the Client fails to perform any obligation contained or implied in this Agreement; and/or
(b) it is necessary for GGS to take any steps or incur any expense to protect its interests under this Agreement, including the registration and maintenance of GGS’s security interests or repossession of the Materials; then GGS may perform such obligation, pay such money, or incur such expense, and the Client will indemnify and reimburse GGS for all monies paid or expenses incurred (including all legal and associated costs) by GGS (inclusive of any tax).
11.7 The Client must not create, or allow or permit the creation of, a security interest (as defined in the PPSA) or lien in any Materials.
11.8 If the Client has not paid an account in full by the due date for payment, GGS or its agent(s) may (in addition to its other rights), and is authorised to, enter the Client’s premises without giving prior notice and recover its Materials, and may resell any of them, without incurring any liability to the Client or any person claiming through the Client. The Client may not revoke the permission granted
in this clause.

12. LIABILITY
12.1 Consumer Guarantees Act:
(a) If you are a consumer, you have certain rights under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986. Those rights apply alongside these Terms and Conditions and are not affected by anything in
this clause.
(b) Please be aware that if you make a defects claim and it turns out that we are not responsible for the defect then we are entitled to charge you for our reasonable inspection costs.
12.2 Limitation of liability:
(a) Claims: We will have no liability for unsatisfactory Services unless you notify us in writing of your claim within 60 days after performance of the Services. You will give us the opportunity to inspect the work done. Subject to clause 12.3 we do not accept liability for defective Materials.
(b) We will have the option, exercisable at our discretion, to replace or give credit for any Services in respect of which any claim is made or proven, thereby fully discharging all our legal liability. Materials will not be accepted for return other than in accordance with this clause.
(c) We are not liable for any loss caused by you, or any loss that results from your failure to take reasonable steps to avoid or minimise your loss.
(d) Notwithstanding any other provision of this agreement, neither party will be liable for indirect, special, consequential or similar damages or losses, including but not limited to loss of profit or revenues or other financial or economic losses of any kind and whether or not the other party has been advised of the potential for such damages.
12.3 Materials Warranties:
(a) A warranty for Materials will be the current warranty provided by the manufacturer of the Materials.
(b) We will 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 Materials.
(c) You acknowledge that the Materials warranty will be voided if you place chemicals directly against the cladding.
(d) For the avoidance of doubt, we do not warrant materials supplied by you.
12.4 Indemnity: Whilst we will take all care to avoid damage to any underground services you agree to indemnify us in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 8.2.
12.5 Business purposes: If you hold yourself out as acquiring the Services for business purposes, you acknowledge that the provisions of the Consumer Guarantees Act 1993 will not apply and are expressly excluded.

13. CONSTRUCTION CONTRACTS ACT 2002
13.1 The Client expressly acknowledges that:
(a) GGS 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 GGS by a particular date; and
(iv) GGS has given written notice to the Client of its intention to suspend the carrying out of construction work under the construction contract.
(b) if GGS 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 GGS exercises the right to suspend work, the exercise of that right does not:
(i) affect any rights that would otherwise have been available to GGS under the Contract and Commercial Law Act 2017; 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 GGS suspending work under this provision.

14. GENERAL
14.1 Services of Notices: Any written notice given under this contract will be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Agreement;
(c) if sent by email to the other party’s last known email address.
Any notice that is posted will be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
14.2 Events outside our control: If any cause beyond our reasonable control including but not limited to order of a government or other authority, strike, lockout, labour dispute, delays in transit, difficulty in procuring components or equipment, embargo, accident, emergency, act of God interfere with our performance of any of our obligations under these Terms and Conditions then we may at our sole discretion suspend our performance of any such obligation or cancel any contract for the purchase of Services and we will not be liable to you in any respect.
14.3 Waiver: These Terms and Conditions remain in force notwithstanding any neglect, forbearance or delay in enforcement. We will not be deemed to have waived any condition unless such waiver will be in writing and such waiver will only apply to the particular transaction to which it refers.
14.4 Severability: If any clause or provision of these Terms and Conditions will be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such clause will not apply to this Agreement. The 214.5 14.6 14.7 remaining provisions of this Agreement will remain in full force and effect as if the clause or provision held to be illegal or unenforceable had not been included.
14.5 Privacy Policy: Any personal information collected by us in connection with this Agreement will only be used or disclosed for the purposes of ensuring performance of this Agreement (including collection of debts) and any future like arrangement or arrangements. This may include disclosure within our organisation and to other parties involved in performing the Services. We agree to comply with relevant privacy laws in respect of any personal information collected in connection with the provision of the Services and any future like
arrangement or arrangements.
14.6 Electronic Communications: You consent to receive commercial electronic messages from us. If you wish to opt out of receiving these messages tell us in writing and we will remove you from the mailing list.
14.7 Confidentiality: Each party must keep confidential during the term and after termination of this Agreement the existence and terms of this Agreement and all information of a confidential or sensitive nature supplied by the other party to this Agreement except to the extent that disclosure is required by law or where such information is or becomes available in the public domain without breach by a party of its confidentiality obligations under this Agreement. A party may disclose such information to its legal and other advisers, bankers and other persons who are subject to an obligation of confidentiality.