Terms of Trade
A1. Website use
A1.1 Information on this website, including product descriptions, span tables, drawings, images and technical data, is general guidance only. It is not design, engineering or compliance advice for any particular project.
A1.2 We work to keep the website accurate and up to date, but products and specifications change. Where website content differs from a written quote, specification or document we issue for your project, the written document applies.
A1.3 The content of this website, including the Clearspan name and logo, text, drawings and images, belongs to UGS or its licensors. You may view and print it for your own use in considering or specifying our products. You may not copy, republish or use it commercially without our written permission.
A1.4 Links to other websites are provided for convenience. We are not responsible for their content.
A1.5 How we handle personal information collected through this website is set out in our Privacy Policy – LINK
Part B: Terms of trade
1. Definitions
Agreement: These terms, the accepted Quote, and any other document we agree in writing forms part of the order. If they conflict, the accepted Quote applies to price, quantities and specification, and these terms apply to everything else.
Consumer: A Customer who acquires Goods for personal, domestic or household use, as defined in the Consumer Guarantees Act 1993.
Customer / you: The person, business or organisation named on the Quote or order. If there is more than one, each is jointly and individually responsible.
Goods: Clearspan system components and any other products we supply, including aluminium framing, polycarbonate, glass, rubbers, tapes, fixings and accessories.
Quote: A written quotation issued by UGS.
Warranty: The UGS Clearspan Product Warranty is current at the date of your order.
Working Day: A day other than a Saturday, Sunday, or public holiday in New Zealand.
2. How an order is formed
2.1 An order is formed when you accept a Quote in writing (or pay the deposit on it) and we confirm the order.
2.2 Your own terms, such as those printed on a purchase order, do not apply unless we agree to them in writing.
2.3 Changes to an order after it is formed must be agreed in writing and may change the price and timing.
3. Quotes and pricing
3.1 A Quote is valid for 30 days from its date unless it states otherwise.
3.2 Quotes are based on the information you give us, including dimensions, site location, exposure and corrosion conditions, and the structure the Goods will be fixed to. If that information is incomplete or changes, we may revise the Quote.
3.3 Prices are in New Zealand dollars and exclude GST unless stated otherwise. Freight is charged separately unless included in the Quote.
4. Payment
4.1 Unless the Quote says otherwise, a deposit of 50% is payable on acceptance, and production is scheduled once it is received.
4.2 The balance is payable [before dispatch / by the due date on the invoice / 20th of the month following invoice for approved accounts].
4.3 Credit accounts are available to approved trade customers only, following a completed credit application. We may require a personal guarantee.
4.4 Payment is by bank transfer [list other accepted methods and any card surcharge].
4.5 Business customers may not deduct or withhold amounts from an invoice because of a claim against us or a dispute over part of the invoice. The undisputed amount remains payable on time.
5. Made-to-order goods and cancellation
5.1 Clearspan systems are cut, fabricated and finished to your order. Once production or material ordering has started, the order cannot be cancelled without charge.
5.2 If you cancel after that point, you must pay the costs we have reasonably incurred, including materials ordered, powder coating and fabrication completed. We will account for any deposit against those costs.
5.3 We may cancel an order before delivery by written notice if we cannot supply it. If we do, we will refund any money you have paid for the undelivered Goods.
5.4 Nothing in this clause limits any right a Consumer has under New Zealand law.
6. Delivery and collection
6.1 Lead times and delivery dates are estimates. We will keep you informed of changes, but we are not liable for delays caused by events outside our reasonable control.
6.2 Delivery happens when the Goods are unloaded at the delivery address you give us, or when we tell you the Goods are ready for collection from [Kumeu premises address].
6.3 You must provide safe vehicle access and people to help unload long lengths and glazing sheets where needed. If delivery cannot be completed because of access or because no one is available, we may charge for redelivery or storage.
6.4 If you ask us to leave Goods unattended, they are left at your risk.
7. Risk and ownership
7.1 Risk of loss or damage passes to you on delivery.
7.2 Ownership of the Goods stays with UGS until you have paid all amounts owing to us, on this order and any other.
7.3 Until ownership passes, you must store the Goods so they can be identified as ours, and must not sell or give security over them except in the ordinary course of your business.
7.4 You grant UGS a security interest in the Goods, and their proceeds, under the Personal Property Securities Act 1999. You agree to provide information we reasonably need to register a financing statement, and, to the extent the law permits, you waive your right to receive a verification statement. [Lawyer to confirm PPSA contracting-out provisions]
7.5 If you do not pay when due, we may recover Goods that have not been installed.
8. Specifications, design and consents
8.1 Brochures, website content, span tables and sample drawings are indicative. Only specifications and engineering documents issued by UGS for your specific project form part of the Agreement.
8.2 Where UGS provides project-specific engineering or producer statements, they apply only to the design, site conditions and installation method described in them. [Confirm when UGS provides PS1 and on what basis]
8.3 You are responsible for obtaining any building consent or other approval required, and for confirming that the structure the Goods are fixed to is suitable to carry them.
8.4 On sites in corrosivity category C4 or C5, specifying fixings suitable for those conditions is your responsibility, not UGS’s.
8.5 Polycarbonate, glass, aluminium and powder coat are natural or manufactured materials that can expand and contract with temperature, and can show minor variation in colour or finish between batches. These characteristics are not defects.
9. Installation
9.1 UGS supplies Goods. Installation is carried out by the Customer or the Customer’s installer, who is responsible for the workmanship.
9.2 Goods must be installed and maintained in line with UGS’s installation and maintenance instructions current at the time of supply.
9.3 Installers in UGS’s partner programme are independent businesses. They contract with you directly and do not act as UGS’s agents.
10. Inspection and damage claims
10.1 Please check the Goods on delivery. Tell us about any damage, shortage or incorrect items within 7 Working Days, with photos and your order number.
10.2 Do not install Goods you believe are damaged or incorrect. Installing them may affect our ability to assess the claim.
10.3 Where we confirm Goods were damaged or incorrect when delivered, we will repair, replace or credit them.
11. Warranty
11.1 Clearspan Goods are covered by the UGS Clearspan Product Warranty, which sets out the warranty period for each component and how to make a claim. See our Warranty page [link].
11.2 The Warranty applies only where the UGS maintenance programme has been followed and proof of purchase is provided.
11.3 Powder coat finishes are covered by the coating manufacturer’s warranty on that manufacturer’s terms. UGS does not extend that warranty.
11.4 UGS does not provide a warranty on installation workmanship.
12. Consumer and business customers
12.1 If you are a Consumer, nothing in these terms limits your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986. The Warranty is in addition to those rights.
12.2 If you are acquiring Goods for business purposes, you and UGS are both in trade and agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, to the extent the law allows. You agree this is fair and reasonable.
12.3 If you resell or supply the Goods to someone else, you must not make promises about them that go beyond UGS’s published specifications and Warranty.
13. Limitation of liability
13.1 This clause does not limit any liability that cannot be limited by law, including a Consumer’s statutory rights.
13.2 UGS is not liable for indirect or consequential loss, including loss of profit, revenue or use, however it arises.
13.3 Otherwise, UGS’s total liability arising from an order is limited to the price paid for the Goods concerned.
14. Overdue accounts
14.1 We may charge interest on overdue amounts at 1.5% per annum from the due date until paid.
14.2 You must pay reasonable costs we incur in recovering overdue amounts, including debt collection and legal costs.
14.3 If your account is overdue, or you become insolvent or have a receiver or liquidator appointed, we may suspend production or delivery of any order until the position is resolved.
15. Intellectual property
15.1 Clearspan™ and all UGS designs, drawings, system details and engineering documents remain UGS’s property. Buying Goods does not transfer any of those rights to you.
15.2 Project drawings and documents we provide may be used only for the project they were issued for.
15.3 You must not copy, reverse engineer or reproduce the Clearspan system or its components.
15.4 We may photograph completed projects using our Goods for marketing, but will not identify you or your property address without your consent.
16. Privacy
16.1 We collect and use personal information to quote, process and deliver orders, manage accounts, handle warranty claims and keep in touch with you, in line with the Privacy Act 2020 and our Privacy Policy [link].
16.2 We carry out credit checks only where you have applied for a credit account and given consent in the credit application.
16.3 You can ask to see or correct personal information we hold about you by contacting us using the details below.
17. Disputes
17.1 If something goes wrong, contact us first. Most issues are resolved quickly by talking them through.
17.2 If a dispute is not resolved within [__] Working Days of written notice, either party may propose mediation. If mediation is not agreed or does not resolve the dispute, either party may take the matter to the Disputes Tribunal (for eligible claims) or the courts.
17.3 Nothing in this clause stops either party seeking urgent relief from a court.
18. General
18.1 These terms are governed by New Zealand law, and New Zealand courts have jurisdiction.
18.2 Neither party is liable for failing to perform because of events outside its reasonable control, such as natural disasters, extreme weather, supply chain disruption or government restrictions.
18.3 If any part of these terms is unenforceable, the rest continue to apply.
18.4 Not enforcing a term straight away does not mean we have given up the right to enforce it later.
18.5 You must tell us in writing of any change of ownership or trading name of your business.
18.6 We may update these terms from time to time. The version published at the date your order is formed applies to that order.
