Return to previous page

TERMS OF TRADE

Terms of Trade 

  1. Application and acceptance 

1.1 These terms apply to all quotations, orders, sales and supplies of goods, software-related product components, and related services by Redlite Security Electronics Ltd (Redlite) to the customer named in the relevant account application, quotation, order, or invoice (Customer), unless Redlite agrees otherwise in writing. 

1.2 If there is any inconsistency between these terms and a Redlite quotation or order confirmation that is signed or accepted in writing by Redlite, the signed or accepted quotation / order confirmation prevails to the extent of the inconsistency. 

1.3 Any terms proposed by the Customer are excluded and do not apply unless expressly accepted in writing by Redlite. 

1.4 The Customer accepts these terms by signing or otherwise accepting them in writing, by placing an order after receiving them, by requesting Redlite to procure or dispatch goods, or by accepting delivery or supply from Redlite. 

1.5 Clauses 9.2 and 9.3 only operate where the statutory requirements for contracting out are satisfied, including that the relevant agreement is in writing and the parties have agreed in writing to those clauses. 

  1. Quotations, orders and special procurements 

2.1 Unless stated otherwise, a quotation may be withdrawn by Redlite before acceptance and expires 30 days after its date. 

2.2 An order is not binding on Redlite until Redlite accepts it in writing, by dispatch, or by otherwise commencing performance. 

2.3 The Customer may not cancel or vary a special, indent, custom-made, software-licensed, or specifically procured order without Redlite’s prior written consent. If Redlite agrees, the Customer must reimburse Redlite for all supplier, freight, exchange, cancellation, and handling costs reasonably incurred as a result of that cancellation or variation. 

  1. Price, GST and price adjustments 

3.1 Unless stated otherwise in writing, all prices are exclusive of GST, freight, insurance, duties, levies, certification costs, and installation or commissioning. 

3.2 Redlite may change quoted or listed prices before it accepts an order. 

3.3 If, after Redlite accepts an order for a special or supplier-backed procurement, Redlite’s cost materially increases because of exchange movements, supplier price changes, freight increases, customs duties, taxes, compliance costs, or other matters beyond Redlite’s reasonable control, Redlite may adjust the price for the unfulfilled part of the order by written notice. If the increase is material, the Customer may cancel the unfulfilled part of the affected order within 2 working days after receiving that notice. 

3.4 Redlite may correct any clerical, pricing, or administrative error in any quotation, order confirmation, invoice, or other document. 

  1. Payment, credit and enforcement costs 

4.1 Unless Redlite agrees otherwise in writing, payment is due in full on or before the 30th day following the date of invoice. 

4.2 Redlite may require a deposit, full prepayment, or reduced credit limits at any time. 4.3 If the Customer fails to pay any amount on time, Redlite may charge interest on the overdue amount at a rate equal to 2% per annum above Redlite’s principal trading bank’s base rate, calculated daily and compounded monthly, from the due date until payment is received in full. 

4.4 The Customer must pay all reasonable costs of collection and enforcement incurred by Redlite, including debt collection costs, PPSR costs, and legal costs on a solicitor-client basis. 

4.5 Redlite may suspend further supply, revoke credit, require cash before dispatch, or treat all outstanding amounts as immediately due if the Customer is in default or if Redlite reasonably considers the Customer’s creditworthiness has materially deteriorated. 

1

  1. Delivery, freight and risk 

5.1 Any delivery date given by Redlite is an estimate only. Redlite is not liable for delay in delivery that is outside its reasonable control or that arises because of supplier, carrier, customs, regulatory, or stock availability issues. 

5.2 Redlite may make partial deliveries and invoice each instalment separately. 

5.3 Where Redlite arranges carriage or freight, Redlite may choose the carrier and method of transport, and the relevant freight and insurance costs are payable by the Customer unless expressly included in the quoted price. 

5.4 For business-to-business supplies, risk in the goods passes to the Customer on collection by the Customer or on dispatch from Redlite’s premises to the carrier (whichever happens first). If the Customer acquires the goods as a consumer, risk passes in accordance with applicable law. 

  1. Inspection, shortages, returns and claim timing 

6.1 The Customer must inspect the goods as soon as reasonably practicable after delivery. 6.2 Any shortage, incorrect dispatch, or transit damage that is reasonably apparent on delivery must be notified to Redlite in writing within 3 working days after delivery. 

6.3 Any other defect or non-conformity that is reasonably apparent on inspection must be notified to Redlite in writing within 7 days after delivery. 

6.4 Any latent defect or warranty claim must be notified promptly after discovery and, unless law requires otherwise, within the applicable manufacturer warranty period or, if no manufacturer warranty period is stated, within 12 months after delivery. 

6.5 No goods may be returned without Redlite’s prior written approval. Redlite may require the Customer to return goods freight paid, unopened, and in saleable condition if the return is not due to a verified defect. 6.6 For non-defective stocked goods that Redlite agrees to accept back, Redlite may charge a reasonable restocking fee of up to 20% of the invoice price, together with freight and handling costs reasonably incurred. 

6.7 Specially procured, custom-configured, opened software, licensed software, and made-to-order goods are non-returnable unless Redlite agrees otherwise in writing or the law requires otherwise. 

  1. Title, security interest and PPSA 

7.1 Title to the goods does not pass to the Customer until Redlite has received in cleared funds all amounts owing by the Customer to Redlite on any account whatsoever. 

7.2 Until title passes, the Customer holds the goods as Redlite’s bailee, must keep them separate and identifiable where reasonably practicable, must store them so they are clearly identifiable as Redlite-supplied goods, and must keep them insured for their full replacement value. 

7.3 Until default occurs, the Customer may resell the goods in the ordinary course of its business, but must hold the proceeds of sale on trust for Redlite to the extent of the amounts then owing to Redlite. 7.4 The Customer grants Redlite a security interest, including a purchase money security interest where applicable, in the goods supplied by Redlite and in any proceeds of those goods as security for the payment and performance of all obligations owed by the Customer to Redlite. 

7.5 The Customer must promptly do anything reasonably required by Redlite to enable Redlite to register, maintain, protect, and enforce its security interest, including providing all information Redlite reasonably requires for PPSR registration and not changing its name or other identifying details without prior written notice to Redlite. 

7.6 To the extent permitted by the PPSA, the Customer waives its right to receive a copy of a verification statement or any other notice that Redlite is permitted to waive under the PPSA. 

7.7 If the Customer defaults, Redlite may, to the extent permitted by law, enter any premises where the goods are reasonably believed to be located, at reasonable times, to inspect, recover, or repossess those goods. 

  1. Product information, technical advice and use of goods 

8.1 Catalogues, images, software descriptions, data sheets, and technical material are supplied for general information only and may reflect manufacturer information that changes from time to time. 

Redlite Security Electronics Ltd – Terms of Trade March 2026 Page 2

8.2 Unless Redlite expressly confirms suitability in writing for a specific project or use case, the Customer is responsible for satisfying itself that the goods are suitable for the Customer’s intended application, environment, system architecture, installer obligations, and compliance requirements. 

8.3 The Customer must ensure that all goods are installed, integrated, maintained, used, and updated in accordance with manufacturer instructions, product documentation, and all applicable laws, standards, and codes. 

8.4 Any third-party software, firmware, subscription, cloud service, mobile app, or licence supplied with the goods is subject to the relevant third-party terms and may change or cease in accordance with those terms. 

  1. Consumer law, business-to-business contracting out and warranties 

9.1 Nothing in these terms excludes, restricts, or modifies any right or remedy that the Customer has under law where that right or remedy cannot lawfully be excluded, restricted, or modified. 

9.2 If the goods or services are supplied and acquired in trade, all parties are in trade, the agreement is in writing, and it is fair and reasonable that the parties are bound by this clause, the parties agree, under section 43 of the Consumer Guarantees Act 1993, that the Consumer Guarantees Act 1993 does not apply to the agreement to the fullest extent permitted by law. 

9.3 To the extent permitted by section 5D of the Fair Trading Act 1986, and where the statutory requirements for contracting out are satisfied, the parties agree to contract out of sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986. The Customer acknowledges that, in relation to business-to-business transactions, it has not relied on any representation or statement that is not expressly recorded in the written agreement, quotation, or order confirmation issued by Redlite. 

9.4 Unless the Customer has disclosed otherwise to Redlite in writing before placing the relevant order, the Customer represents that it acquires the goods and services for business purposes and in trade, and not for personal, domestic, or household use. 

9.5 Except as expressly stated in writing and to the extent permitted by law, Redlite does not give any warranty that the goods are suitable for any particular project, system integration, performance outcome, or third-party compatibility requirement. 

  1. Manufacturer warranty, support and product end-of-life 

10.1 Where Redlite is able to do so, Redlite will pass through to the Customer the benefit of any manufacturer warranty that can lawfully and contractually be passed on. 

10.2 For business-to-business supplies, and subject to clause 9.1, Redlite does not guarantee the continued availability of any goods, components, repair facilities, spare parts, firmware, software updates, cloud functionality, or technical support beyond any support period stated by the manufacturer or expressly confirmed by Redlite in writing. 

10.3 Unless Redlite expressly agrees otherwise in writing, warranty remedies do not include labour, travel, access equipment, diagnostic attendance, removal, reinstallation, recommissioning, programming, or site-related costs. 

10.4 If a product or service is discontinued by the manufacturer or supplier, Redlite may, subject to law, offer a substantially equivalent replacement, the manufacturer’s remedy, a credit, or a refund of the price paid for the affected goods at Redlite’s reasonable election. 

  1. Liability and remedies 

11.1 The Customer must preserve any allegedly defective goods and give Redlite a reasonable opportunity to inspect or test them before any repair, removal, or alteration takes place, unless immediate action is reasonably necessary for safety reasons. 

11.2 To the maximum extent permitted by law, Redlite’s total liability arising out of or in connection with any claim relating to goods or services supplied under the agreement is limited, at Redlite’s option, to repair, replacement, re-supply, credit, or refund of the price paid for the affected goods or services. 

11.3 To the maximum extent permitted by law, Redlite is not liable for any indirect, consequential, incidental, or special loss, including loss of profit, loss of revenue, loss of business, loss of goodwill, delay damages, liquidated damages, third-party claims, loss of data, or labour / removal / reinstallation costs. 11.4 Nothing in these terms limits any liability that cannot legally be limited or excluded. 

Redlite Security Electronics Ltd – Terms of Trade March 2026 Page 3

  1. Default, cancellation and suspension 

12.1 If the Customer breaches these terms, fails to pay any amount when due, commits an act of insolvency, or is otherwise unable to meet its obligations as they fall due, Redlite may suspend supply, cancel any unfulfilled order, stop goods in transit, require the return of goods, and exercise any other rights available to it at law or under these terms. 

12.2 If the Customer cancels an accepted order without Redlite’s written consent, the Customer must indemnify Redlite for all losses, supplier charges, freight, handling, and administration costs reasonably incurred because of that cancellation. 

  1. Force majeure 

13.1 Redlite is not liable for any delay or failure to perform to the extent caused by events beyond Redlite’s reasonable control, including supplier shortages, transport disruption, border or customs delays, industrial action, cyber incidents affecting essential systems, natural events, war, pandemic impacts, governmental action, or utility outages. 

13.2 If a force majeure event continues for more than 60 days, either party may cancel the affected undelivered part of the order by written notice, without prejudice to accrued rights and obligations. 

  1. Privacy, credit information and communications 

14.1 Redlite may collect, use, store, and disclose personal information about the Customer’s directors, owners, trustees, guarantors, and representatives for account management, credit assessment, order fulfilment, warranty support, PPSR registration, fraud prevention, debt recovery, and related business purposes in accordance with the Privacy Act 2020. 

14.2 The Customer and each guarantor authorise Redlite to obtain information from trade references, credit reporting agencies, financiers, suppliers, and other third parties for credit and enforcement purposes, and to disclose payment performance and enforcement-related information to those parties where permitted by law. 

14.3 The Customer must ensure that any individual whose personal information is provided to Redlite is aware of that disclosure and, where required by law, has authorised it. 

14.4 Redlite may send invoices, statements, notices, and other communications electronically to the email address last notified by the Customer or guarantor. 

  1. Notices 

15.1 A notice under these terms may be given by email, courier, post, or personal delivery to the recipient’s last notified contact details. 

15.2 An email is deemed received when it leaves the sender’s information system unless the sender receives an automated message that the email was not delivered. 

  1. General 

16.1 A waiver by Redlite is effective only if it is in writing and signed by Redlite. A failure or delay in exercising a right does not operate as a waiver of that right. 

16.2 If any provision of these terms is illegal, unenforceable, or invalid, that provision is to be severed to the extent necessary without affecting the remaining provisions. 

16.3 The Customer may not assign or transfer any of its rights or obligations without Redlite’s prior written consent. Redlite may assign or subcontract any of its rights or obligations, provided this does not materially prejudice the Customer’s non-excludable rights. 

16.4 These terms are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts. 

Schedule 1 | Personal Guarantee and Indemnity 

G1 In consideration of Redlite granting or continuing to grant credit or supply to the Customer, each person signing as guarantor irrevocably and unconditionally guarantees to Redlite the due and punctual 

Redlite Security Electronics Ltd – Terms of Trade March 2026 Page 4

payment of all money now or later owing by the Customer to Redlite and the due and punctual performance of all of the Customer’s obligations to Redlite. 

G2 If the Customer does not pay any amount or does not perform any obligation when due, the guarantor must immediately on demand pay that amount and perform or procure performance of that obligation. G3 As a separate and independent obligation, each guarantor indemnifies Redlite against any loss, damage, cost, or expense suffered or incurred by Redlite because any obligation of the Customer is unenforceable, void, voidable, or otherwise ineffective for any reason. 

G4 Each guarantor’s liability is continuing, absolute, and unconditional and is not affected by any time, waiver, compromise, variation, indulgence, renewal, release, insolvency event, or other act or omission relating to the Customer, any co-guarantor, or any security held by Redlite. 

G5 Each guarantor is liable as principal debtor as well as guarantor. 

G6 If there is more than one guarantor, each guarantor is jointly and severally liable. 

G7 This guarantee remains in force until Redlite releases the guarantor in writing after all liabilities of the Customer and each guarantor to Redlite have been fully satisfied. 

G8 Each guarantor acknowledges that it has had the opportunity to obtain independent legal advice before signing this guarantee and that a copy of these terms has been provided to it.