General Terms and Conditions – Hazardous Materials Surveying Services

(January 2026)

In this agreement, the following words shall have these meanings:

“Address” means your address specified on the front page of this agreement or in any Quotation or Order Summary and any other site added from time to time by agreement with us.

“Charges” means the rates and any other charges as detailed on the front page of this agreement or in any Quotation or Order Summary or otherwise incurred in accordance with these terms and conditions.

“Hazardous Waste” means any item, substance or liquid that is explosive, hazardous, corrosive, toxic, illegal, dangerous, inflammable, suffocating or is in any other way damaging to property or dangerous to the health and safety of any person or which we are not permitted to transport and includes any material which we may advise you is Hazardous Waste from time to time.

“Quotation and/or Order Summary” can be used interchangeably and means a document or email in which we offer to provide Services to you and the detail of those Services.

“Services” means the services to be provided by us to you as detailed on the in any Quotation or Order Summary, as may be varied by mutual agreement from time to time.

“we” “us” and “our” means Virotech Limited NZBN 9429048968928.

“Workers” has the same meaning as described in the Health and Safety at Work Act 2015.

“you” and “your” means the customer named on the front of this agreement or in any Quotation or Order Summary and any purchaser of your business.

1. ACCEPTANCE/PREVAILING TERMS AND CONDITIONS

Unless agreed otherwise, each Quotation and these General Terms and Conditions become a binding contract between us and you in respect of those Services specified in the Quotation when you either sign or otherwise accept the Quotation or utilise the Services.  No other terms or conditions will apply, unless we expressly agree otherwise in the Quotation or Order Summary. 

2. SERVICES

(a)   We will use our reasonable endeavours to provide each Service in accordance with these terms and conditions and the relevant Quotation.  We will do so with the degree of skill and care reasonably expected of an independent contractor performing work of such nature.

(b)   While the Services are to be performed during our business hours or as otherwise specified in the Quotation, we may at any time exercise our discretion in determining the order and timing for performance of a Service and the means by which a Service is provided. We will act reasonably in doing so and keep you informed of any such changes.

(c)   We will use all reasonable endeavours to be timely and to cause a minimal amount of interference to your operations in performing the Services. However, we will not be liable for any failure to perform the Services due to circumstances beyond our reasonable control. If we become aware of anything that may delay performance of a Service in any material respect, we will notify you. If the delay exceeds 10 working days beyond when we agree to provide the Services to you, you may cancel the agreement in accordance with clause 11.

3.PAYMENT

(a) The Charges payable by you for the Services will be as specified in the relevant Quotation.

1.     Where we give a Quotation for Services:

(i) that Quotation will be valid for four weeks from the date of issue, or any shorter period specified by us; and

(ii) any Charges quoted will be exclusive of any Taxes (including goods and services tax) which will be payable by you.

(c) The Charges set out in a Quotation are limited to the Services and Contract Term specified in that Quotation.  Where work is required to be performed by us in addition to that specified in the Quotation, or the Service is varied, or any Service is required to be performed outside of our business hours (“emergency work”), you agree to pay for all costs of such emergency work.  We will make all reasonable endeavours to let you know of the need for emergency work and associated charges prior to commencing the emergency work.

(d) You will pay the Charges without deduction by the 20th day of the month following the date of our invoice or as otherwise as detailed on the front page of this agreement or in the Order Summary if ordered through our website and/or digital platforms.  If you do not pay our invoices when due and are unable to establish to our reasonable satisfaction that you have a legitimate dispute in respect of any invoice, along with our other rights under this agreement, we reserve the right to:

(i) temporarily suspend your Services;  

(ii) charge a reasonable late payment fee on all outstanding balances to cover our costs;​

(ii) require payment in advance.

4. YOUR OBLIGATIONS

(d) You will:

(i) comply with all laws relevant to use of a Service.

(ii) obtain all consents and permits necessary for us to carry out the Services at your Addresses.

(e) You will provide reasonable assistance to us in the provision of the Services including without limitation:

(i)        ensuring we are able to safely access the Address whenever reasonably required to perform a Service; and

(ii) if power or water is required in order to provide any Service, you will, at your cost, ensure that they are made available to us at the Address.

(f) You warrant:

(i) that your Addresses are safe and that all health and safety obligations under the Health & Safety at Work Act 2015 and any regulations have been and will be complied with at all times; and

(ii) that when deciding whether to accept a Quotation for any Service you have not relied on any representation by us which has not been expressly stated in writing in the Quotation.

(g) You will advise us of factors known to you and relevant to the provision of the Services, such as special handling requirements, the proximity of sensitive sites, etc.  We will not be responsible for any loss or damage caused as a result of you failing to advise us of any factors specific to the Address which are relevant to the provision of the Services.

(h) Where a Service involves us coming into contact with any Hazardous Waste, you must fully disclose to us all your knowledge of the nature, composition and properties of such Hazardous Waste and any risks involved in handling such Hazardous Waste.

5. OUR LIABILITY

We will pay for any damage we cause to your property, to the extent caused by us outside what is required to undertake the Services, provided that our maximum liability in any 12 month period for such damage will be limited to the greater of the Charges paid by you in the 12 months prior to the damage and the limit of any insurance monies we recover for the damage. However, except in circumstances of negligent conduct, we are not responsible for damage to any access ways or to pipes, cables or other fixtures beneath them caused by the weight of our vehicles. To the extent permitted by law, we are not liable for any indirect loss, expense, damage or injury such as loss of business or loss of profits sustained by you or any third party as a result of any action or inaction of ours or as a result of you being unable to use the Equipment.

6.YOUR LIABILITY

You indemnify us, to the extent permitted by law, against any direct losses or liabilities suffered by us in relation to any physical damage, prosecution, claim, or action under any applicable law or regulation or at common law, arising from your actions or omissions in relation to the Services.  You are not liable to us for any indirect loss, expense, damage or injury such as loss of business or loss of profits that we may suffer.

7. CANCELLING AGREEMENT - YOU

In addition to your rights to cancel this agreement under clause 2(c),if we commit a material breach of this agreement, you may give us written notice at info@virotech.co.nz specifying the nature of the breach.  If the breach is not cured within 7 days from the date of the notice, you may then cancel the Quotation or this agreement immediately.  You will pay us for Services part performed at the date of cancellation.

8. CANCELLING AGREEMENT – US

(a) We immediately cancel this agreement before the end of the completion of Services if:

1. you fail to pay the Charges when due and do not make payment during the notice period;

(ii) you damage any of our equipment in a material way;

1. you endanger the health and safety of our Workers;

(iv) you suffer an insolvency event; or

1. you otherwise fail to comply with any other provision in this agreement where such failure is not fixed within 14 days of notice of such failure being given by us to you.

(b) If we cancel this agreement for any of the reasons outlined in this clause 8, then together with any other amounts owing by you under this agreement, we may:

(i) claim from you, as a reimbursement of our reasonable costs for administration and the redeployment of the staff and plant committed to you; and

(iv) pass any debt you may owe us to a debt collection agency and charge you (or the debt collection agency may charge you) what it costs to recover such debt (which may include costs such as legal fees).

If we choose to claim for these amounts, we will provide you with a detailed breakdown of the amounts incurred by us and/or the debt collection agency (if applicable).

9. INTELLECTUAL PROPERTY AND DATA

Subject to clause 12, we own all intellectual property rights in the Services and data (other than your personal data as that term is described in the Privacy Act 2020) associated with the Services. You don’t have any title, interest or intellectual property rights in them, or any part of them, and will not make any claim in respect of any such intellectual property. Any intellectual property rights arising from any improvement or change to any Services devised or made by anyone belongs to us. We grant you a non-exclusive, non-transferable licence to use our intellectual property rights to the extent needed to use our Services. Only data about the Services that is specified as part of the Service to you and Charged for will be provided to you.

10. CLAUSES SURVIVING CANCELLATION

Cancellation does not affect those clauses that are intended to survive cancellation, including clauses 3, 4, 5, 6, 7, 8, 9, 12 and 13

11. HEALTH & SAFETY

We will (if required) promptly comply with your reasonable requirements prior to entering your Address and ensure that our personnel are aware of and comply with all health and safety obligations under this agreement and the Health and Safety at Work Act 2015 ().Both you and we each agree to co-operate, consult and co-ordinate with each other, and with any other “PCBU” (as defined in HSWA) that has a duty under the HSWA in relation to any work to be performed under this agreement, to ensure each party can comply with its obligations under the HSWA.If, while we are at your premises, a Notifiable Event (as defined in the HSWA) occurs, or WorkSafe issues any notice or investigates our activity under this agreement, then we will cooperate with your reasonable requirements.

12. SHARING OF INFORMATION

We will comply with the Privacy Act 2020.  You authorise any third party to provide us with credit information about you, and for us to use such information for any lawful purpose connected with our business. You authorise us to disclose details of this agreement and of our dealings with you to third parties.

All information exchanged between the parties will be treated as strictly confidential.  The recipient of any such information provided in pursuance of the arrangement set out in this agreement will not, (and will ensure that no employee or professional adviser of the recipient receiving such information for legitimate business purposes associated with this agreement) exploit, or use that information or, under any circumstances, divulge that information to any third party unless agreed between the parties or compelled by law, any recognised Stock Exchange or any other governmental or regulatory body whose directions are treated as having the force of law and then only to the extent required by law.

13. CONSUMER GUARANTEES ACT AND FAIR TRADING ACT

The Consumer Guarantees Act 1993 will not apply to the Services you are using for business purposes. To the extent the Consumer Guarantees Act 1993 applies, nothing in this agreement limits your rights under that Act unless it would be fair and reasonable to do so.

 

Where you are acquiring the Services "in trade" for the purposes of the Fair Trading Act 1986, sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply.  The parties acknowledge that for the purposes of section 5D of the Fair Trading Act 1986:

(a) it is fair and reasonable that the parties are bound by this clause 13; and

(b) the parties are each in trade and the Services are being supplied and acquired in trade.

14. MODERN SLAVERY

Both you and we each agree to take all reasonable steps to avoid being involved with Modern Slavery, including being diligent in relation to our respective supply chains, and have appropriate policies and training to identify risks of Modern Slavery, ensure that reasonable investigations are undertaken, and the results acted on appropriately.  In this clause “Modern Slavery” means conduct which would constitute an offence under any of sections 98, 98AA and 98D of the Crimes Act 1961, section 351 of the Immigration Act 2009.

15. INSURANCE

We will maintain for the term of Services, public liability insurance for an  amount of no less than $10,000,000 and professional indemnity insurance of $2,000,000.