Terms of Trade

By ordering Goods from us, you agree that these Terms will apply to the supply of all Goods and to any Quote given by or on behalf of us, except to the extent they are expressly varied by signed agreement in writing between you and us, or updated by us in accordance with clause 14. These Terms replace any previous agreements, arrangements or understandings relating to supply of Goods by us to you and any terms and conditions contained in any document used by you.

1. Definitions

  • Brand means the names “Kea Aerospace” and “Kea”, our name and all related specific branding, and also all associated stylised impressions of the name, as well as all goodwill associated with these things.
  • Confidential Information means any and all information which has been designated as confidential by either party or that reasonably ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, properties, assets, pricing, trading practices, goods, developments, trade secrets, Intellectual Property Rights, know how, personnel, customers and/or suppliers of either party.
  • Delivery means delivery of the Goods in accordance with clause 4.
  • Event of Default means any of the following:
    • you fail to comply with these Terms, or any other contract with us;
    • you become insolvent, bankrupt or go into receivership or liquidation;
    • information you have given us, or which is given to us on your behalf, is untrue, misleading or deceptive in a material respect or otherwise in a way that is material to us;
    • you no longer carry on business or threaten to cease carrying on business;
    • where you are a company, trust or other organisation, its ownership or effective control is transferred;
    • the nature of your business is materially altered;
    • any guarantor of your obligations under these Terms is in default with us, or any of the events in this clause apply to that guarantor; or
    • in our reasonable opinion, any Goods are at risk.
  • Force Majeure Event means any event or circumstance which is beyond the reasonable control of the affected party and which results in or causes the failure of that party to perform any of its obligations under these Terms. For the purposes of this definition, an unavailability of funds does not constitute a circumstance beyond a party’s reasonable control.
  • Goods means all goods supplied or to be supplied by us to you from time to time, including products described or referred to (whether by item, product category, brand, kind or otherwise) on any invoice, Quote, work authorisation or any other equivalent form (whatever called) provided by us to you.
  • GST means any amount levied or charged pursuant to the Goods and Services Tax Act 1985.
  • Intellectual Property Rights means all trade marks, domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases, content and lists, rights in inventions, know-how, and trade secrets and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, and all rights of action, powers and benefits of the same.
  • Price means the purchase price for the Goods payable by you to us in accordance with clause 2.
  • Quote means a written quotation or estimate provided to you by us for the supply of the Goods.
  • Terms means these terms and conditions of trade, as amended from time to time by us in accordance with clause 14.
  • us, we and our means Kea Aerospace Limited, (NZBN 9429046579171) trading as Kea Aerospace, its successors and assigns, or any other person acting on behalf of and with the authority of us.
  • you and your means the person purchasing the Goods from us pursuant to these Terms, including your successors and assigns, or any person acting on behalf of and with the authority of you, and if more than one then jointly and severally.

2. Quotations, Orders and Prices

  • Unless otherwise agreed in writing by us, the Price for the Goods is:
    • our current price for the Goods listed on our online store at the time of your order; or
    • (if applicable and subject to clauses 4, 2.6 and 2.10), the Price set out in the Quote.
  • All prices are exclusive of GST and other applicable taxes and duties, except where they are expressly included in the Price or in a Quote. GST may be invoiced by us to you at the rate applicable as at the date of Delivery and is payable by you upon invoice.
  • Where we have agreed to deliver the Goods to you, all Prices exclude the cost of Delivery except where they are expressly included in the Price or in a Quote. The cost of Delivery may be invoiced by us to you and is payable by you upon invoice. You will pay any delivery, packing or storing charges, including any customs or import duties payable in relation to the Goods.
  • Unless expressly stated otherwise, all Quotes are estimates only and are based on rates and charges in effect at the date of issue.
  • You are solely responsible for the accuracy of plans, specifications, and information provided to us upon which a Quote is based. We shall be entitled to rely on the accuracy of any plans, specifications and other information provided by you.
  • Once we have accepted your order or you have accepted our Quote, we may increase the Price prior to Delivery by giving you written notice if:
    • there are any factors outside our reasonable control which affect the cost of supply, production and/or Delivery of the Goods (including fluctuations in the currency exchange rate) between the date we accept your order or you accept our Quote and the date of Delivery; or
    • a variation to the Goods which are to be supplied is requested.
  • If you receive notice of a Price increase which affects an existing order, you may, within seven (7) days of receiving such notice, cancel that order or the balance of that order (but only to the extent the order is affected by the Price increase) by giving written notice to us.
  • A contract is created and you are bound to pay the applicable amounts when we accept your order in writing, or when you place an order through our online store and accept these Terms. Subject to clause 5, each accepted order shall be a separate contract. A Quote does not create a binding contract until you place an order which is subsequently accepted by us.
  • Unless otherwise agreed by us, you cannot cancel an order it has been placed or accepted by us.
  • Quotes, unless otherwise expressly stated, are valid for thirty (30) days from the date of issue and are subject to such further conditions which are expressly stated in the Quote, and are subject to clause 11.
  • We reserve the right at any time to alter our price lists. Such alterations will be effective from the date specified by us and will apply to all orders accepted by us on or after that date.
  • We reserve the right at any time to alter the design or specifications of the Goods, including to implement improvements, provided that such alterations do not adversely affect the functionality, performance, or quality of the Goods.

3. Payment

  • Time for payment of the Goods being of the essence and unless otherwise agreed in writing, all Goods and all other amounts invoiced by us must be paid for by you at the time you place your order.
  • Payment may be made by electronic funds transfer to a bank account nominated in writing by us, or through our third party payment service provider, which may include payment by credit card, subject to payment by you of any applicable processing fees and charges (including any credit card surcharges).
  • You must make all payments to us in cleared funds without deduction or set-off. Payments are deemed to be made only when funds are fully cleared through the banking system into our bank account.

4. Delivery

  • Unless otherwise agreed with us, delivery of the Goods will take place when possession of the Goods is given to a carrier, courier, or other bailee at our premises for the purpose of transmission to you (in which event the carrier, courier or bailee shall be deemed to be your agent).
  • Where we have agreed to deliver the Goods to you, you will ensure safe and adequate access to site for deliveries.
  • If you refuse or fail to take delivery or fail to provide safe and adequate access for delivery, delivery will be deemed to have taken place when we were willing to deliver them. You will on demand in writing pay to us an amount equal to the cost we incur as a result of the refusal or delay in delivery (including any transport, storage and insurance costs).
  • Any date or time stated for Delivery is an estimate only and will not be treated as a condition of the supply of Goods. We are not liable for delays in delivery beyond our reasonable control. Delay in delivery due to circumstances outside our reasonable control will not entitle you to cancel any order, or part order or refuse to accept any delivery.
  • We may deliver the Goods by instalment, and each instalment will be treated as a separate contract under these Terms. Failure to fully deliver any instalment of the Goods will not entitle you to cancel any contract relating to any other instalment of the Goods.

5. Returns

  • You shall inspect the Goods on delivery and if you reasonably consider that there is any defect, error, or discrepancy with the Goods, you must notify us in writing of such defect, error, or discrepancy within seven (7) days of Delivery (time being of the essence). We shall be entitled to inspect the Goods to confirm the defect, error or discrepancy and if so, accept any such Goods for return.
  • Goods will not be accepted for return except as set out in clause 5.1. If you fail to comply with clause 5.1 and to the maximum extent permitted by law, the Goods shall be presumed to be free from any defect or damage.

6. Title and Risk

  • Risk of any loss, damage or deterioration of or to the Goods passes to you on Delivery.
  • Title to and ownership of the Goods shall not pass to you until:
    • you have paid us all amounts owing for all Goods provided by us; and
    • you have met all other obligations due by you to us (whether under these Terms or otherwise).

7. Default and Consequences of Default

  • If an Event of Default occurs, and without prejudice to any other rights, powers or remedies we may have:
    • we may suspend or cancel all or any part of any contract which we have with you which remains unperformed; and
    • we may suspend or cancel the supply of Goods to you and any of our other obligations to you under these Terms; and
    • we or our agent may (as the invitees of you) without prior notice enter upon and into land or premises owned, occupied or used by you, or any premises where we believe the Goods may be situated and take possession of the Goods. We may resell the Goods or retain the Goods without incurring any liability to any person; and
    • we may recover from you, or deduct from, or set-off against, any amount we may owe to you, all amounts for any damage, losses, costs or expenses (including our legal costs and expenses) incurred as a consequence of an Event of Default or incurred by us in connection with the repossession, storage or resale of those Goods (including any shortfall arising from resale at a lower price), or in exercising, enforcing or attempting to enforce any of our rights or protecting any of our interests under or in connection with these Terms.
  • You acknowledge that this clause 7 is reasonably necessary to assist us to protect our business against the effects of an Event of Default and mitigate our losses.
  • If an Event of Default occurs, and without prejudice to any other rights, powers or remedies we may have, you will, at our request:
    • re-deliver the Goods to us or do anything reasonably necessary to allow us to retake possession of them; and
    • instruct any third parties who owe money in respect of the Goods to pay that money directly to us; and
    • make any records available which may assist us to trace the proceeds of sale of the Goods.
  • We will not be liable to you for any loss or damage you suffer because of us exercising any of the rights, powers or remedies available to us after the occurrence of an Event of Default, including under this clause.

8. Intellectual Property Rights

  • We and our licensors own all Intellectual Property Rights in, and relating to, the Goods and Brand. Nothing in these Terms transfers any such Intellectual Property Rights.
  • You must not:
    • assert any ownership or rights in respect of any such Intellectual Property Rights;
    • unless otherwise agreed with us, reverse assemble, reverse engineer, modify, alter, adapt, disassemble, decompile or amend the Goods, or any such Intellectual Property Rights, or any of the underlying materials in any way whether directly or indirectly (by allowing anyone else to do so); or
    • unless otherwise agreed with us, exploit, sell or generate profit from the Goods, or any such Intellectual Property Rights.
  • We grant to you a non-exclusive, revokable, limited and non-transferable licence to utilise any Intellectual Property Rights subsisting within the Goods and owned by us solely for the purpose of obtaining the intended benefit of the Goods. This includes the right to integrate or incorporate the Goods into your own products or services. For the avoidance of doubt and unless otherwise agreed, this licence does not permit the Goods to be replicated or sold, leased, licensed, or commercialised in any way as standalone products.
  • Notwithstanding clauses 2.2, 8.2.3 and 8.3, you may integrate or incorporate the Goods into your own products or services solely to the extent necessary to enable their intended functionality within those offerings. In such cases, you may use the Goods as part of those integrated offerings, including for sale or commercialisation, provided that:
    • the Goods are not marketed, promoted, or distributed as standalone products;
    • the integration does not result in disclosure, sublicensing, or transfer of our Intellectual Property Rights to any third party;
    • you implement reasonable technical and contractual safeguards to prevent unauthorised access to or use of the Goods;
    • such use does not infringe or dilute our Intellectual Property Rights or misrepresent ownership; and
    • our trade marks, logos (including our Brand), safety labels, compliance markings, and any other labels or markings affixed to the Goods must remain intact and visible, and must not be removed, obscured, or altered in any way.
  • You acknowledge and agree that you are solely responsible for, and assume all risks and liabilities arising from, the integration or incorporation of the Goods into any other products or services, including any resulting use, performance, compliance, or safety outcomes, whether experienced by you or your customers, end users, or any third parties. You are also responsible for ensuring that any such integration complies with all applicable laws, regulations, and industry standards. Any use, replication, or commercialisation of the Goods or associated Intellectual Property Rights beyond what is expressly permitted in clause 4 remains strictly prohibited unless expressly authorised by us in writing.
  • Where we permit you to undertake performance or compatibility testing on the Goods, you must do so strictly in accordance with the scope of that permission. Any such permission does not transfer or grant you any Intellectual Property Rights in the Goods or any related materials.
  • If you provide us with ideas, comments or suggestions relating to the Goods (together, feedback):
    • all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
    • we may use or disclose the feedback for any purpose.
  • You will do all acts and execute all documents required to give effect to this clause 8.

9. Confidentiality

  • Each party must, unless it has the prior written consent of the other party:
    • keep confidential at all times the Confidential Information of the other party; and
    • disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 9.1.1.
  • The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
    • to the extent necessary for a party to perform its obligations or exercise its rights as expressly provided for under these Terms;
    • required by law (including under the rules of any stock exchange);
    • which is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
    • which was rightfully received by a party to these Terms from a third party without restriction and without breach of any obligation of confidentiality.

10. Privacy and Customer information

  • You agree that any personal information provided to, obtained by or retained by us in connection with these Terms may be held and used in accordance with our privacy policy published on our website https://www.keaaerospace.com/privacy. You are responsible for obtaining all consents or authorisations necessary to enable us to hold and use such personal information in accordance with these Terms. In addition to the matters covered in our privacy policy, you agree to us using such personal information for the purpose of:
    • providing Goods to you;
    • enforcing our rights under these Terms; and
    • direct marketing.
  • Any individual to whom personal information relates can request access to and/or correction of its personal information held by us.
  • If you do not provide information requested by us, we may be unable to supply Goods to you under these Terms.

11. Warranties and liability

  • If the Goods are acquired by you in trade for business purposes, the Consumer Guarantees Act 1993 does not apply to the sale of those Goods and the parties agree that sections 9, 12A, 13 and 14 of the Fair Trading Act 1986 do not apply. Nothing in these Terms is intended to contract out of the provisions of the Consumer Guarantees Act 1993 or Fair Trading Act 1986, except to the extent permitted by those Acts.
  • Subject to clause 11.1 and to any express warranties given by us (or the manufacturer of the Goods) to you in writing, all conditions, warranties, guarantees, descriptions, representations and statements as to fitness or suitability for any purpose, workmanship, tolerance to any conditions, merchantability or otherwise, express or implied, are expressly excluded to the fullest extent permitted by law.
  • You acknowledge and agree that use of the Goods, whether on a standalone basis or as incorporated into any other products or services pursuant to clause 8.4, is at your sole risk.  To the fullest extent permitted by law, we will not be liable to you or to any other person, whether in contract, tort (including negligence), equity, or on any other basis under or in connection with these Terms (including any contract incorporating these Terms), or arising from your use or misuse of the Goods – whether arising directly or indirectly from the Goods themselves or from any product or service into which the Goods are integrated or incorporated (as further addressed in clause 8.5) – for any:
    • bodily injury or death of any person, any damage to real or personal property, or any costs, losses, or expenses arising from the same;
    • loss, corruption, or destruction of data or other information, loss of access to systems or services, or any interruption, degradation, or failure of your systems;
    • failure, malfunction, or loss relating to software, hardware, networks, infrastructure, or power supply;
    • indirect or consequential loss, or special or exemplary damages;
    • loss of income, profits, savings or goodwill; or
    • any other costs (including legal and solicitor/client costs).
  • To the fullest extent permitted by law, our liability under these Terms, including for Goods that you are entitled to return under clause 5, is limited (at our discretion) to:
    • repairing the Goods,
    • replacing the Goods; or
    • refunding the Price for the Goods.
  • We will not be liable for:
    • Goods that have been tampered with or modified without the approval of us; or
    • Goods which have been stored or used in an improper or incorrect manner; or
    • any use, misuse, or resale of the Goods that exceeds the specifications provided by us, or any failure to comply with our instructions or specifications relating to the Goods, including where the Goods are incorporated into other products or services and we reasonably suspect such misuse or non-compliance.

12. Customer’s liability

  • You are deemed to be bound by all transactions undertaken with us, whether or not any person undertaking a transaction has actual or ostensible authority to do so.
  • You are responsible for obtaining all necessary and prudent authorisation (including licences, permits and consents) to buy, possess, use, export, import, or resell any Goods.
  • You will comply with the provisions of all laws, statutes, regulations and bylaws of government, local, international and other public authorities that may be applicable to the Goods, including their export and your use of the Goods.
  • If you are a trust, these Terms bind each trustee in their capacity both as trustee and personally and references to the trust name are deemed to include each trustee in their capacity as trustee. If we have given our prior written consent to a trustee being noted as an independent trustee, that trustee’s liability to us will be limited to the assets of the trust as at the time of any default, except for gross negligence, dishonesty, wilful misconduct or other breach of trust by such trustee or if such trustee has provided a guarantee personally in respect of your obligations pursuant to this or any other contract.
  • You indemnify us from and against any loss, damage, claim, cost or liability suffered or incurred by us as a result of or in relation to:
    • any negligent, unlawful, fraudulent, or material, act, omission or default by you or any subsequent purchaser of the Goods (including where the Goods are incorporated into other products or services pursuant to clause 8.4);
    • any wilful or material breach of your obligations under these Terms;
    • any improper use or resale of the Goods or failure to follow any instructions or specifications for the Goods provided by us; and/or
    • any claim made against us by a third party to the extent caused or contributed to by you (or any person for whom you are responsible).
  • You acknowledge that the above clause (12.5) is reasonably necessary to assist us protect our business against the effects of your acts, omissions, defaults, or breaches and mitigate our losses.

13. Assignment and subcontracting

  • You may not transfer any right, benefit or obligation under these Terms without our prior written consent (such consent not to be unreasonably withheld).
  • We may transfer our rights and obligations under these Terms by notifying you in writing, provided that the transferee is capable of performing our obligations under these Terms.
  • We may subcontract any of our obligations under these Terms. If we subcontract any of our obligations under these Terms, we shall remain liable for the actions and performance of any subcontractors we engage.

14. Changing these Terms

  • We may vary these Terms at any time by publishing the varied Terms on our website https://www.keaaerospace.com, and/or by notifying you of the varied Terms. Such varied Terms will take effect from the date on which the varied Terms are published or we notify you of the variation. Goods ordered after the time of publication or notification of the varied Terms will be subject to the variation, and placing an order (and, where Goods are ordered online, also accepting the varied Terms) will be deemed acceptance of the varied Terms by you.

15. General

  • These Terms are governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
  • These Terms are the entire agreement and understanding between the parties, and supersede all representations, agreements and other communications between the parties. Unless otherwise expressly agreed in writing by us, where any terms of your order or any request for supply are inconsistent with these Terms, then these Terms will prevail.
  • If any provision of these Terms is or becomes unenforceable, illegal or invalid for any reason these Terms will remain in full force apart from such provision which will be deemed deleted.
  • A failure or delay by us to enforce any provision of the Terms shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.
  • Any power or discretion conferred on us by these Terms may be exercised by us, or we may refrain from exercising that power or discretion, at our absolute and unfettered discretion.
  • Our website or other material may contain technical inaccuracies and typographical or other errors in connection with the Goods, included errors relating to the listed prices or description of the Goods. We make no representation and assume no responsibility as to the completeness, accuracy of any content describing Goods (including any features, specifications, and prices).
  • We reserve the right to correct at any time any errors, inaccuracies or omissions in descriptions of the Goods, or in any prices quoted or contained on our website or in an order, price list, Quote, or in any invoice, statement or other document, by giving written notice to you. Such notice will only be given in respect of accepted orders where Delivery has not yet occurred. We may accept in our sole discretion to honour accepted orders affected by any errors, inaccuracies or omissions. For the avoidance of doubt, improvements to the Goods (such as software upgrades or updated digital manuals) are not considered errors, inaccuracies, or omissions and do not require written notice. To the maximum extent permitted by law, in the event that a Good is mistakenly described incorrectly or listed at an incorrect price, we reserve the right to refuse or cancel any orders placed for such Goods. If you have already been charged for the purchase and the order is cancelled, we will provide a refund to you. We shall have no further liability in such cases.
  • Neither us nor you will be liable for any delay or failure in performance of any obligation or the exercise of any right under these Terms or for any loss or damage if such delay or failure is caused directly or indirectly by a Force Majeure Event. Nothing in this clause shall excuse payment of amounts owing as they become due under these Terms.
  • The relationship between us and you is as independent purchaser and seller. There is no partnership, joint venture, employment or agency relationship unless otherwise agreed in writing.
  • References in these Terms to a statute or regulation will include all amendments and replacements to such statute or regulation and any secondary legislation made under it.