FLASH FABRICATION LIMITED

TERMS OF TRADE

Last updated: 13 July 2026

These Terms of Trade (“Terms”) set out the basis on which Flash Fabrication Limited provides goods and services. Please read these Terms carefully before accepting a quotation or instructing Flash Fabrication Limited to commence work.

1.  DEFINITIONS AND INTERPRETATION

1.1    In these Terms, unless the context otherwise requires:

"Customer" means the person, company, or entity that requests a Quotation from, places an Order with, or instructs FFL to carry out Work.

"Flash Fabrication" or "FFL" means Flash Fabrication Limited (Company Number 8161230), its directors, employees, contractors, and agents.

"Goods" means all products, materials, and fabricated items supplied by FFL, including but not limited to ute trays, ute decks, toolboxes, dog boxes, canopy systems, headboards, custom brackets, mounts, drawers, gates, fencing panels, trailer components, boat fittings, and associated components.

"Services" means all services provided by FFL, including but not limited to custom metal fabrication, welding, vehicle modification and fitout, marine (jetboat and boat) fabrication and repair, gate and fencing fabrication and installation, and any other fabrication, installation, or repair services.

"Item" means the vehicle, trailer, boat or jetboat, gate, fencing, or other item of property brought to, worked on, or delivered to or by FFL in connection with the Work, as the context requires.

"Work" means any combination of Goods and/or Services provided by FFL to the Customer under a Quotation or Order.

"Quote" or "Quotation" means a written estimate provided by FFL to the Customer setting out the proposed scope of Work, specifications, and pricing.

"Order" means the Customer's acceptance of a Quotation or instruction to FFL to commence Work.

"Site" means any location other than FFL's workshop at which FFL performs Work, including the Customer's property, for example where gates, fencing, or other fixed structures are installed.

1.2    References to dollars or $ are to New Zealand dollars (NZD). All amounts are exclusive of Goods and Services Tax (GST) unless expressly stated otherwise.

1.3    Headings are for convenience only and do not affect the interpretation of these Terms.

2.  APPLICATION OF TERMS

2.1    These Terms apply to all Quotations, Orders, and Work undertaken by FFL.

2.2    By accepting a Quotation, placing an Order, or instructing FFL to commence Work, the Customer agrees to be bound by these Terms.

2.3    These Terms prevail over any terms or conditions proposed by the Customer, whether contained in the Customer's purchase order, correspondence, or otherwise, unless expressly agreed in writing by FFL.

2.4    FFL may decline to carry out any Work at its sole discretion.

3.  QUOTATIONS, ORDERS AND TIMEFRAMES

3.1    Quotations are valid for 30 days from the date of issue unless otherwise stated in the Quotation.

3.2    Quotations are based on the Item, specifications, and information provided by the Customer at the time of quoting. If the Item or specifications change after a Quotation has been issued, FFL reserves the right to re-quote.

3.3    All prices are stated in New Zealand dollars (NZD) and are exclusive of GST unless expressly stated otherwise.

3.4    A Quotation does not constitute an obligation on FFL to carry out the Work until the Customer has accepted the Quotation and paid the required deposit.

3.5    Any completion date or timeframe given by FFL is an estimate only. FFL will make reasonable efforts to meet it but is not liable for any loss or damage arising from a delay in completion.

4.  PAYMENT TERMS

4.1    A deposit of 50% of the quoted price is required on acceptance of the Quotation before Work commences.

4.2    The remaining balance is due within 7 days of completion of the Work, unless the Quotation provides for payment by progress payments, in which case each progress payment is due within 7 days of the date of the relevant invoice.

4.3    Payment may be made by bank transfer or such other method as agreed by FFL. FFL's bank account details will be provided on the invoice.

4.4    FFL may charge interest on any overdue amounts at the rate of 2% per month, calculated from the due date until the date of payment in full.

4.5    FFL retains a lien over any Goods or the Customer's property (including vehicles, boats, and trailers) in FFL's possession until all amounts owing by the Customer to FFL are paid in full. This lien is in addition to, and does not limit, FFL's rights under clauses 15 and 16.

4.6    The Customer is liable for all costs and expenses (including legal costs on a solicitor-client basis and debt collection costs) incurred by FFL in recovering any overdue amounts.

5.  VARIATIONS AND PRICE ADJUSTMENTS

5.1    Any changes to the scope of Work requested by the Customer after acceptance of the Quotation must be agreed in writing by both parties.

5.2    Variations may result in additional charges and extended timeframes for completion.

5.3    FFL will advise the Customer of any cost implications before proceeding with a variation. The Customer must confirm acceptance of the revised cost in writing before FFL proceeds with the variation.

5.4    FFL may adjust the quoted price if additional work is required due to unforeseen circumstances, or if the cost of materials increases between the date of the Quotation and the date Work commences. FFL will notify the Customer in writing before proceeding with the affected Work.

5.5    If the Customer does not accept the adjusted price, the Customer may cancel the Order by written notice. The Customer must pay for Work performed and materials ordered or used up to the date of cancellation, and FFL will refund any amounts paid above those costs, including any deposit balance.

6.  CUSTOMER OBLIGATIONS

6.1    The Customer must provide accurate and complete information about the Item, including (as applicable) make, model, year, dimensions, specifications, and details of any existing modifications, damage, or aftermarket installations.

6.2    The Customer must disclose any existing faults, damage, corrosion, modifications, or aftermarket installations affecting the Item prior to FFL commencing Work.

6.3    The Customer warrants that the structure of the vehicle, boat, trailer, or other Item on or into which any Goods are to be installed, fitted, or fabricated is structurally sound and capable of sustaining the installation and the Work incidental to it. FFL is not liable for any claim, loss, or damage arising from the Item's structure being unable to accommodate the Work, including where underlying rust, corrosion, or fatigue was not visible or reasonably detectable at the time of quoting.

6.4    The Customer must make the Item available at FFL's workshop at the agreed time, or provide safe and clear access to the Site for any on-site Work. Delays caused by restricted access, locked gates, unrestrained animals, or unsafe conditions may result in rescheduling and additional charges.

6.5    Where Work is to be carried out at a Site (for example, gate or fencing installation), the Customer must ensure the Site is safe, accessible, and free of obstructions, and must disclose the location of any underground services, cables, pipes, or irrigation lines. FFL is not liable for any damage to undisclosed services.

6.6    The Customer is responsible for obtaining any resource consent, building consent, or other regulatory approval required for the Work (including structural gate, fencing, or boat modification work), unless FFL expressly agrees in writing to arrange this on the Customer's behalf.

6.7    Where the Customer supplies any drawing, design, template, logo, or artwork for FFL to cut, engrave, or otherwise incorporate into the Work, the Customer warrants that its use will not infringe the intellectual property rights of any third party, and indemnifies FFL against any claim, loss, or cost arising from a breach of this warranty.

6.8    If the Customer provides inaccurate or incomplete information that results in additional work, materials, or costs, those additional costs will be the Customer's responsibility.

6.9    Where the Item, Site conditions, or specifications differ from those provided at the time of quoting, FFL reserves the right to re-quote and adjust the scope and pricing of the Work accordingly.

7.  COMPLETION AND ACCEPTANCE

7.1    On completion of the Work, the Customer will be invited to inspect the Work and sign off on acceptance.

7.2    Any issues or concerns must be raised by the Customer at the time of inspection or within 5 working days of collection or delivery of the Item, or completion of on-site installation, whichever occurs first.

7.3    If the Customer collects or takes delivery of the Item, or the on-site installation is completed, without raising any issues, the Work is deemed accepted by the Customer.

7.4    Once the Work is accepted (whether expressly or deemed), FFL's obligations in respect of the Work are limited to the warranty set out in clause 9 below.

8.  COLLECTION, STORAGE AND UNCOLLECTED ITEMS

8.1    The Customer must collect the Item and any Goods within 5 working days of FFL notifying the Customer that the Work is complete, unless otherwise agreed.

8.2    If the Item or Goods are not collected within that period, FFL may charge reasonable storage fees for each day thereafter, and the Item or Goods will be held at the Customer's sole risk.

8.3    If the Item or Goods remain uncollected for 3 months after FFL has notified the Customer that the Work is complete and payment is due, FFL may sell or dispose of the Item or Goods in accordance with the procedures for uncollected goods under the Contract and Commercial Law Act 2017, and may apply the proceeds of any sale first to the costs of sale and storage, then to any amounts owing by the Customer to FFL, with any balance paid to the Customer.

9.  WARRANTY

9.1    FFL warrants its workmanship for a period of 12 months from the date of completion of the Work.

9.2    The warranty covers defects in fabrication, welding, and installation workmanship only.

9.3    The warranty does NOT cover:

(a)    damage caused by misuse, accident, neglect, or negligence;

(b)    modifications, alterations, or repairs made by the Customer or any third party after completion of the Work;

(c)    normal wear and tear;

(d)    third-party products or components, which carry their own manufacturer's warranty (if any);

(e)    issues arising from inaccurate or incomplete information provided by the Customer;

(f)    cosmetic deterioration, including but not limited to fading, surface scratching, or weathering;

(g)    corrosion, rust, or galvanic corrosion arising from exposure to marine, saltwater, or other corrosive environments, except where FFL has expressly warranted specific corrosion protection in the Quotation;

(h)    movement, settlement, or damage to gates, fencing, or other Site-installed Goods caused by ground movement, settling, vehicle impact, or Site conditions outside FFL's control; or

(i)    the matters described in clause 9.4 below.

9.4    The Customer acknowledges and accepts that:

(a)    stainless steel is a textured, semi-porous material and products made from it can rust or mark over time; the Customer should take reasonable care to maintain the finish;

(b)    where an anodised or powder-coated finish has been selected, slight colour or texture variation may occur between components due to differences in material batches, alloys, and manufacturing tolerances, and this is not a defect in the Goods;

(c)    Goods may exhibit variation in shade, colour, texture, or finish, and may fade, expand, contract, or distort over time as a result of exposure to heat, cold, sunlight, or weather; and

(d)    welding, galvanising, or other heat-related processes involved in fabrication may cause minor distortion, and such distortion, where within normal fabrication tolerances, is not a defect.

9.5    To make a warranty claim, the Customer must notify FFL in writing within the warranty period and make the Item available for inspection at FFL's workshop, or provide reasonable access to the Site.

9.6    FFL will assess the warranty claim and, if the claim is accepted, will rectify the defect in accordance with clause 12.

10.  LIMITATION OF LIABILITY

10.1    FFL's liability under these Terms is limited to, at FFL's sole option:

(a)    re-performing the Work;

(b)    repairing the defect; or

(c)    refunding the price paid for the defective portion of the Work.

10.2    To the maximum extent permitted by law, FFL is not liable for any indirect, consequential, or incidental loss or damage arising out of or in connection with the Work, including but not limited to:

(a)    loss of use of the Item (including loss of use of a vehicle or boat);

(b)    loss of profit or revenue;

(c)    costs of alternative transport, storage, or arrangements; or

(d)    damage to other property not forming part of the Work.

10.3    FFL's total aggregate liability in respect of any claim or series of related claims shall not exceed the total price paid by the Customer for the relevant Work.

10.4    Nothing in these Terms is intended to limit or exclude any rights or remedies available to the Customer under the Consumer Guarantees Act 1993 (where applicable) or any other mandatory statutory rights that cannot be excluded by agreement.

10.5    Where the Customer acquires, or holds itself out as acquiring, the Goods or Services in trade for business purposes, the Customer and FFL agree that: (a) both parties are in trade; (b) the provisions of the Consumer Guarantees Act 1993, and sections 9, 12A, and 13 of the Fair Trading Act 1986, do not apply to the supply of the Goods or Services; and (c) it is fair and reasonable that the parties are bound by this clause 10.5.

11.  PRE-EXISTING CONDITION AND THIRD-PARTY WORK

11.1    FFL provides its Services on the Item in the condition in which it is presented to FFL. FFL accepts no responsibility for the workmanship, materials, or condition of any work carried out on the Item by any other person prior to FFL commencing Work, including but not limited to prior paintwork, welding, corrosion treatment, or repairs.

11.2    FFL accepts no responsibility for any issues arising from modifications, alterations, repairs, or interference with FFL's Work by any third party after completion.

11.3    Any third-party modification to or interference with FFL's Work will void the warranty in respect of the affected components.

11.4    Where a third party has altered, modified, or interfered with FFL's Work, FFL is unable to assess or accept responsibility for the original condition of the installation and any warranty claim relating to the affected components will be declined.

12.  RECTIFICATION

12.1    Before exercising any other right or remedy in respect of an alleged defect in the Work (including engaging a third party to rectify the Work, deducting or withholding any payment, or making a claim), the Customer must give FFL written notice of the defect and a reasonable opportunity, being not less than 10 working days, to inspect the Work and respond to the claim. This clause 12.1 does not limit the Customer's rights under the Consumer Guarantees Act 1993 where those rights cannot lawfully be excluded.

12.2    Where FFL accepts that rectification is required under warranty, FFL's preferred method of rectification is for the Customer to return the Item to FFL's workshop, or for FFL to attend the Site, as applicable.

12.3    FFL will carry out rectification work within a reasonable timeframe.

12.4    FFL will not be liable for any costs incurred by the Customer in engaging a third party to carry out rectification work where the Customer has not complied with clause 12.1, or otherwise without FFL's prior written consent.

12.5    If the Customer unreasonably refuses to make the Item or Site available for rectification, FFL's obligations under the warranty will be deemed satisfied.

13.  INTELLECTUAL PROPERTY

13.1    All designs, drawings, specifications, templates, and technical information created by FFL in connection with the Work remain the intellectual property of FFL.

13.2    The Customer must not reproduce, copy, or provide any of FFL's designs, drawings, or specifications to any third party without FFL's prior written consent.

14.  RISK AND INSURANCE

14.1    Risk in the Goods passes to the Customer on collection of the Item, delivery of the Goods, or completion of on-site installation, whichever occurs first.

14.2    The Customer is responsible for insuring the Goods and the Item from the time risk passes.

14.3    FFL maintains appropriate insurance for vehicles, boats, and other Items while in its care and custody at its workshop. However, FFL is not liable for any pre-existing damage, defects, mechanical faults, or corrosion in the Item.

14.4    The Customer should ensure their own insurance policy (whether vehicle, boat, or property/home insurance) provides adequate cover for any modifications, fabrication, or installations carried out by FFL.

15.  RETENTION OF TITLE

15.1    Ownership of the Goods does not pass to the Customer until the Customer has paid FFL in full for all amounts owing in respect of those Goods and any other amounts owing by the Customer to FFL, notwithstanding that risk in the Goods passes in accordance with clause 14.

15.2    Receipt by FFL of any payment (other than cash) is not treated as payment until that payment has actually cleared and been honoured.

15.3    Until ownership passes in accordance with clause 15.1:

(a)    the Customer holds the Goods as bailee for FFL and must, on request, return the Goods to FFL or make them available for collection;

(b)    the Customer must not sell, assign, charge, encumber, or otherwise deal with the Goods, other than fitting them to or installing them on the Item for the Customer's own use in the ordinary course; and

(c)    the Customer irrevocably authorises FFL to enter any premises where FFL believes the Goods are kept and recover possession of the Goods, provided amounts owing are overdue. FFL will not use force and will act reasonably in exercising this authority.

16.  PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)

16.1    The Customer acknowledges that these Terms constitute a security agreement for the purposes of the Personal Property Securities Act 1999 (“PPSA”), and that FFL has a security interest (as defined in the PPSA) in the Goods and their proceeds to secure all amounts owing by the Customer to FFL. The Customer must, on request, provide any information and sign any document reasonably required to register that interest on the Personal Property Securities Register.

16.2    To the extent permitted by the PPSA, the Customer waives its right to receive a verification statement.

17.  SITE WORK AND INSTALLATION

17.1    This clause applies where Work (such as gate or fencing installation) is carried out at a Site rather than at FFL's workshop.

17.2    FFL will take reasonable care to avoid damage to lawns, driveways, existing structures, and landscaping while on Site, but is not liable for minor or unavoidable disturbance reasonably necessary to carry out the Work.

17.3    The Customer is responsible for identifying boundary lines and confirming that any gate, fence, or structure is to be installed within the Customer's legal property boundary. FFL is not liable for boundary disputes arising from incorrect information provided by the Customer.

18.  HEALTH AND SAFETY

18.1    The Customer and FFL will each comply with their respective duties under the Health and Safety at Work Act 2015 (HSWA) in respect of the Work.

18.2    Where Work is carried out at a Site, the Customer must notify FFL of any known hazards at the Site before Work commences, and must ensure that any animals, vehicles, or third parties do not create a hazard for FFL while Work is underway.

18.3    FFL will take reasonable steps to carry out the Work in a manner that is safe for FFL's personnel, the Customer, and others who may be affected, in accordance with FFL's obligations under the HSWA.

19.  FORCE MAJEURE

19.1    Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by an event beyond that party's reasonable control, including but not limited to natural disaster, fire, flood, storm, act of God, war, civil unrest, labour dispute, supplier failure, materials shortage, or government-imposed restriction (a Force Majeure Event).

19.2    A party affected by a Force Majeure Event must notify the other party as soon as reasonably practicable and take reasonable steps to mitigate the effect of the Force Majeure Event on its obligations.

19.3    This clause does not excuse the Customer from making any payment that has already fallen due at the time the Force Majeure Event occurs.

19.4    If a Force Majeure Event continues for more than 60 days, either party may cancel the affected Order by written notice, in which case clause 20 (Cancellation) applies to any refund of amounts paid.

20.  CANCELLATION

20.1    If the Customer cancels an Order after Work has commenced, the Customer is liable for all costs incurred by FFL up to the date of cancellation, including the cost of materials ordered or used and labour costs.

20.2    The deposit is non-refundable if cancellation occurs after Work has commenced, unless the Customer cancels under clause 5.5.

20.3    If the Customer cancels an Order before Work has commenced and before materials have been ordered, FFL will refund the deposit less any reasonable administrative costs incurred.

21.  DISPUTE RESOLUTION

21.1    The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms or any Work by negotiation in the first instance.

21.2    If the dispute cannot be resolved by negotiation within 10 working days, the parties agree to submit the dispute to mediation before commencing any legal proceedings.

21.3    The costs of mediation will be shared equally between the parties.

21.4    Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

22.  PRIVACY

22.1    FFL collects and holds personal information in accordance with the Privacy Act 2020 (NZ).

22.2    Personal information collected by FFL may be used for the purposes of providing the Services, administering the Customer's account, conducting credit checks, marketing (where consented to), and debt recovery.

22.3    The Customer has the right to access and request correction of their personal information held by FFL.

23.  GENERAL

23.1    These Terms are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

23.2    FFL may amend these Terms from time to time by publishing updated Terms on its website. The Terms in force at the time of the Customer's Order will apply to that Order.

23.3    If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

23.4    A waiver of any right under these Terms is not effective unless it is in writing and signed by the party granting the waiver. A waiver of any breach does not constitute a waiver of any subsequent breach.

23.5    FFL may assign or subcontract any of its rights or obligations under these Terms without the Customer's consent.

23.6    These Terms, together with any accepted Quotation, constitute the entire agreement between the parties in respect of the Work and supersede all prior representations, agreements, and understandings.

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