Terms and conditions

1. INTERPRETATION 
In these terms: 
“Agreement” means these Terms and Conditions together with the Sales & Purchase Agreement; 
“Cancellation Fee” means a portion of the contract price, depending on the stage of the project, but excludes delivery charges and any
applicable third-party charges incurred from acceptance of the Sales Agreement to notification of cancellation by the Purchaser; 
“Pod” means a temporary removable building supplied by the Seller to the Purchaser, including all fittings, accessories and parts
supplied pursuant to this Agreement (and includes any incidental supply of services); 
“Purchaser” means that person or persons entering into this Agreement and where the person or persons enters into this Agreement
for or on behalf of another entity includes such entity. This expression also extends to those claiming under or authorised by the
Purchaser; 
“Purchase Price” means the price of the Pod as shown in the “Agreement”; 
“Seller” means Mantis Projects Limited trading as Podlife; 
“Seller’s Premises” means 2c Gateway Crescent, Whakatane; 
“Terms” means these Terms of Sale; 
 
2. GENERAL 
2.1 Unless expressly modified or varied in writing, these conditions shall apply to the Agreement and shall be deemed to be
incorporated to form part of the contract and to have been accepted by the Purchaser; 
2.2 If the Purchaser is not an individual, the person who signs this Agreement on behalf of the Purchaser warrants that they have the
authority to bind the Purchaser and will in any event be personally liable for the performance of the obligations of the Purchaser. 
 
3. RESERVATION OF TITLE 
3.1 Title to any Pod sold and/or delivered by the Seller to the Purchaser shall pass to the Purchaser on payment of the full Purchase
Price. Pending payment of the full Purchase Price: 
(a) the Pod shall be stored by the Purchaser in such way as to clearly set aside the Pod from other goods which may belong to the
Purchaser; (b) the Purchaser shall hold the Pod as bailee and shall be in a fiduciary relationship with the Seller in respect of the Pod.(c)
if default is made in payment for the Pod, the Seller may retake the Pod and dispose of the Pod as it sees fit and may cancel any
contract with the Purchaser; and 
(d) in the event of default by the Purchaser or in the event the Seller believes default is likely the Purchaser hereby grants the Seller an
irrevocable license and otherwise authorises it to enter the land upon which the Pod is stored or kept to uplift the Pod and to carry out
such work as may be necessary to return the Pod to the possession of the Seller. 
 
4. TERMS OF PAYMENT AND PRICE 
4.1 Payment of the Purchase Price and any other charges must be made: in full before delivery, without deduction; 
4.2 Once the order for the Pod has been accepted by the Seller, the Purchaser is bound to pay the Purchase Price pursuant to clause
4.1; 
4.3 With respect to quotations, prices shall be confirmed in writing at the time of the order, but prices are subject to change without
notice; 
4.4 Payment shall be on an invoice basis and no statement shall be issued; 
4.5 Interest is payable on all overdue accounts calculated daily at the rate of interest equivalent to the Seller’s bank indicator rate as at
the final date for payment, plus 4% until full payment is received by the Seller. 
4.6 If the Purchaser defaults in payment of any invoice when due, the Purchaser indemnifies the Seller from all legal costs and
disbursements calculated on a solicitor-client basis and all costs of collection. 
 
5. CANCELLATION FEE 
5.1 If after acceptance of the Agreement, but before payment of the Purchase Price, the Purchaser (for whatever reason) cancels the
Agreement by providing notification of such cancellation to the Seller, depending on the stage of the project, the Purchaser will receive
the following Refunds, while the Seller withholds the following Cancellation Fee. 
(a) The project has started: this is upon receipt of the signed Agreement and receipt of 30% deposit of the agreed purchase price. The
Seller will withhold a cancellation fee of $3,850 per sold Pod and the charged Podlife building consent service cost, and return the
remainder of the funds to the Purchaser. 
(b) The project is well on the way: this is upon the purchaser signed, final floor plan, and receipt of the second 30% instalment of the
agreed purchase price. The Seller will withhold a flat cancellation fee of $3,850 per sold Pod, the charged Podlife building consent
service cost, and 40% of the cost of the Pod(s) with add-ons, and return the remainder of the funds to the Purchaser. 
(c) The project is close to its end: this is upon the booked delivery date, and receipt of the final 40% installment. The Seller will
withhold a cancellation fee of $3,850 per sold Pod, and 60% of the purchase price, excluding delivery cost, and return the remainder of
the funds within to the Purchaser. 
 
6. DELIVERY AND FREIGHT 
6.1 The Seller agrees delivery shall be made: 
(a) at the place agreed between the parties; or 
(b) at the Seller’s Premises if no place has been agreed. 
6.2 Where delivery is made elsewhere other than at the Seller’s Premises, the Seller has the right to select the method of delivery and
the carrier. 
6.3 Unless otherwise agreed in writing, the Seller is not responsible for storage of the Pod if delay is or will be caused by the Purchaser
or a third party to deliver the Pod to the agreed place. 
6.4 The Seller may deliver the Pod by instalment and each instalment shall be treated as a separate agreement under the Terms. 
6.5 Any time agreed for delivery is an estimate only. The Seller shall not be liable for any delay in delivery. If the Seller fails to deliver or
makes defective delivery of the Pod, it shall not entitle the Purchaser to cancel the order for the Pod or these Terms. 
6.6 Podlife’s delivery vehicle has a weight of up to 29 tonnes which may affect driveways, roading, pavers, cobblestones, lawns &
underground services. Podlife will always endeavour to minimise damage but accepts no responsibility for any damage caused during
the delivery. 
6.7 Charges for delivery shall be shown on the Agreement and shall be paid by the Purchaser (without any set-off) and shall be due on
the date for final payment of the Purchase Price, which at the latest is two weeks prior to the booked delivery date. 
6.8 The Purchaser is responsible to ensure the site is accessible and ready for delivery. If for any reason, Podlife can’t access the site
upon arrival for delivery, a flat fee of $2,850 will be charged to the Purchaser and shall be due at the latest 7 working days after delivery
of the Pod(s). 
6.9 If there are any changes to the delivery schedule at the purchaser's request Podlife reserves the right to charge Ferry. Final
payment is due when the delivery date is booked by Podlife or 12 weeks after the site building consent issue these payment terms are
still applicable if the delivery date is changed at the purchaser's request. 

 
7. BUILDING AND RESOURCE CONSENT  
7.1 The Purchaser will be responsible to apply for and obtain any building consents and Resource Consents that may be required for
the Pod to be located on their property. 
 
8. RISK 
8.1 Risk in any Pod supplied to the Purchaser shall pass when the Seller parts with possession of the Pod. 
 
9. WARRANTIES 
9.1 The Seller warrants that the Pod building work will be carried out: 
(a) in a proper and competent manner; 
(b) in accordance with the plans and specifications; 
(c) in accordance with the relevant building consent; 
(d) with reasonable care and skill; and 
(e) be completed within a reasonable time. 
9.2 The Seller warrants that all materials to be supplied for use in the Pod will be: 
(a) suitable for the purpose for which they will be used; and 
(b) unless stated otherwise in the Agreement will be new. 
9.3 The Seller warrants the Pod work will be carried out in accordance with and comply to the Building Act 2004 insofar as is possible
and practical. 
9.4 The Seller warrants that where the Agreement states the particular purpose for which the Pod is required, or the result that the
Purchaser wish the Pod to achieve, that the Pod and any materials used in the Pod will: 
(a) be reasonably fit for that purpose; or 
(b) be of such nature and quality that they might reasonably be expected to achieve that result. 
9.5 In the event that the Purchaser believes they have a right to claim under the warranties in clauses 9.1 to 9.4 the Purchaser shall
immediately notify the Seller and the Seller will at its discretion determine to remedy it or if it is a material component of the Pod not
manufactured by the Seller, it will have the benefit of the warranty provided by the manufacturer. 
 
10. MAINTENANCE AND DEFECTS 
10.1 The Purchaser is responsible for all maintenance of the Pod from the time risk passes pursuant to clause 8. 
10.2 The Purchaser will ensure that all maintenance is completed in accordance with the maintenance schedule provided by the Seller
to the Purchaser. 
10.3 The Purchaser will notify the Seller of any defects as soon as the Purchaser becomes aware of the defects. 
10.4 Any damage or defect resulting from the Purchaser’s failure to comply with the warranty conditions of any product or appliance is
the Purchaser’s responsibility and liability. 
10.6 After the date of practical completion (being the date the Pod work is complete) the Purchaser must notify the Seller in writing
within 12 months of any defects in relation to the Pod (limited to workmanship and materials) which may require remedial work. Such
defects (if accepted by the Seller) will be remedied by the Seller at its own cost, fair wear and tear excepted. 
10.7 If the Pod has: (a) not been assembled, installed, or operated according to the Seller’s instructions; and (b) subjected to abuse or
unsuitable weather conditions; (c) been improperly treated; (d) been rusted by the exposure to the elements; (e) been misused; (f) been
modified from the original specification; and/or (g) had any repairs or maintenance done by an unauthorized person; and/or (h) been
used for commercial purposes; any damage or defect resulting from the above shall be the Purchaser’s responsibility and liability. 
 
11. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA) 
11.1 The acquisition of the Pod pursuant to this Agreement may create a security interest in the Pod. If so, the provisions of this clause
11 apply. All terms in this clause 11 have the meaning given in the PPSA and section references are sections to sections of the PPSA. 
11.2 On the request of the Seller, the Purchaser shall promptly execute any documents, provide all necessary information, and do
anything else required by the Seller to ensure that the  
security interest created under this Agreement constitutes a perfected security interest in the Pod and their proceeds which will have
priority over all other security interests in the Pod. 
11.3 The Purchaser shall pay to the Seller all fees and expenses incurred by the Seller in relation to the filing of a financing statement in
connection with this contract. 
11.4 The Purchaser agrees that nothing in sections 133 and 134 of the PPSA applies to this Agreement. 
11.5 To the extent they are applicable to the Purchaser, the Purchaser waives the Purchaser’s right to: 
(a) receive a notice under sections 114(1)(a); 
(b) receive a statement of account under section 116; 
(c) receive a surplus distributed under section 117; 
(d) recover any surplus under section 119; 
(e) receive notice of any proposal of the Seller to retain the collateral under section 120(2); (f) object to any proposal of the Seller to
retain collateral under section 121; (g) not have goods damaged if the Seller were to remove an accession under section 125; (h)
receive notice of the removal of an accession under section 129; (i) apply to the court for an order concerning the removal of an
accession under section 131; (j) redeem collateral under section 132; and 
(k) receive a copy of any Verification Statement. 
 
12. CONSUMER GUARANTEES ACT 1993 
12.1 Nothing in this Agreement is intended to have the effect of contracting out of the Act; 
12.2 If the Purchaser purchases or indicated that the purchase of the Pod is for the purposes of a business the provisions of the Act
shall not apply. 
 
13 CONTRACTUAL REMEDIES ACT 1979 TO APPLY 
13.1 The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if s15(d) of that Act states that nothing in the
Act shall affect the Sale of Goods Act 1908 were omitted from the Contractual Remedies Act 1979. 
 
14. PRIVACY ACT 1993 
14.1 The Purchaser authorizes and directs the Seller to seek and obtain from and supply any information concerning the credit or
business standing of the Purchaser to any other person whether trader, merchant, firm, organization, company, or any agency of source
whatever including any credit agency or association or the like and directs any such person to supply or receive and record such
information to and from the Seller. 

14.2 The Purchaser further authorizes the Seller to use any information obtained from the Purchaser to advise the Purchaser of the
Seller's other goods and services. The Purchaser has rights of access to, and correction of personal information contained in this
contract subject to the provisions of the Privacy Act 1993. 
 
15. ADDITIONAL CLAUSES 
15.1 Failure by the Seller to insist on strict performance of any term(s) of this Agreement shall not constitute a waiver of any of the
Seller’s rights or remedies and is not a waiver of any subsequent breach or default by the Purchaser. 
15.2 The Agreement is personal to the Purchaser and neither the Agreement nor any rights arising under it may be assigned by the
Purchaser. 
15.3 If any provision in these Terms is held by a court to be unlawful, invalid, or unenforceable, the validity of the remaining provisions
shall not be affected. 
15.4 All Pods supplied by the Seller are subject to the laws of New Zealand and the Seller takes no responsibility for changes in the law
which affect the equipment or the services supplied. 
15.5 The Seller shall not be responsible for any breach of this Agreement due to any matter or thing beyond its control (including but not
limited to transport stoppages, transport breakdown, fire, flood, earthquake, pandemic, acts of God, industrial action, war, riot or civil
commotion, intervention of public authority or accident).