vGRID Terms of Trade

  1. Application
    1. These Terms of Trade apply to every order for hardware products (Hardware Products) that you place with SaferCities (as defined below) unless there is a separate written agreement for the supply of Hardware Products signed by both parties which excludes these terms. If there is such an agreement and it does not exclude these terms, both these terms and the terms of that agreement apply, and that agreement prevails if there is any inconsistency.
    2. Each order, once accepted by us as set out below, forms a binding agreement on these terms, the terms set out in our quote for those Hardware Products (Quote), if applicable, and (if applicable) any other agreement referred to above (Terms).
    3. In these Terms of Trade, SaferCities, we, us, and our means the contracting entity specified in clause 9.
    4. The Terms apply to the exclusion of any standard or other terms you may have for the purchase of goods.
  2. Order Acceptance
    1. Our acceptance of your order occurs on the earlier of when we supply the Hardware Products to you or notify you by email that we accept your order. We can reject an order for any reason. Once accepted, an order cannot be cancelled without the written agreement of both parties.
  3. Price and Payment
    1. The prices set out in a Quote are only valid until the expiry date listed in that Quote or, if none is stated, for 30 days from the date of the Quote.
    2. If following your receipt of a Quote for the Hardware Products there is a price increase that is beyond our control, we reserve the right to increase the price as we consider necessary.
    3. Unless we agree otherwise in writing, you must:
      1. Pay the price for the Hardware Products stated in our Quote, or if we have not provided a Quote, our standard price for the Hardware Product plus applicable shipping costs before we will ship the Hardware Products, unless you have prior credit approval from us in which case you must pay the price by the 20th of the month following the date of invoice; and
      2. Electronically in cleared funds without any set off or deduction.
    4. Unless stated otherwise, all prices are in New Zealand dollars, and all payments must be made in New Zealand dollars.
    5. Prices exclude GST, VAT, sales tax, and taxes of a similar nature (if applicable), which will be added to the price if applicable.
  4. Delivery
    1. We will ship the Hardware Products to the shipping address stated in the Quote or otherwise agreed in writing. Unless we agree otherwise in writing, all Hardware Products will be sold and delivered ex-works our or our manufacturer’s or agent’s premises.
    2. Any stated time for delivery is an estimate only. You must accept and pay for the Hardware Products regardless of any delay. We will not be liable for any loss or damage resulting from any delay, however caused.
    3. Title to the Hardware Products passes to you on the later of delivery and payment in full for the Hardware Products. Risk in the Hardware Products passes to you when we ship the Hardware Products.
  5. Warranties
    1. Our warranties for the Hardware Product and the requirements for making a claim under those warranties are as set out in our product warranty available at vgrid.io/product-warranty or on request (Product Warranty).
    2. To the maximum extent permitted by law, our warranties are set out in the Product Warranty and all other conditions and warranties, including any warranties as to merchantability or fitness for purpose (including fitness for a particular purpose), are excluded.
  6. Intellectual Property
    1. We (and our licensors) own all intellectual property rights in the Hardware Products and any accompanying documentation.
    2. Nothing in the Terms acts to assign or license any of our (or our licensors’) intellectual property rights to you.
    3. Except to the extent expressly permitted by law that cannot be excluded by the Terms, you must not copy, modify, decompile, reverse-engineer, re-sell, sub-license, or otherwise deal in the Hardware Products without our written consent.
  7. Liability
    1. Our maximum aggregate liability to you in connection with a Hardware Product will not exceed the amount paid by you for the Hardware Product. We are not liable to you for any loss of profit, revenue, savings, business, data, goodwill, or any consequential, indirect, incidental, or special damage or loss of any kind.
  8. Export Control
    1. You must comply with all applicable export control laws and not export or re-export Hardware Products or technical data you receive other than in compliance with the applicable export control laws. You are responsible for obtaining any required licenses to export, re-export, or import Hardware Products or technical data.
  9. Governing Law and Jurisdiction
    1. If you are domiciled in New Zealand or any other country other than Australia:
      1. You are contracting under the Terms with Safer City Group Limited, a New Zealand company, company number 3514694;
      2. The Terms are governed by and must be interpreted in accordance with the laws of New Zealand; and
      3. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with the Terms.
    2. If you are domiciled in Australia:
      1. You are contracting under the Terms with SaferCities Pty Ltd, an Australian company, ACN 674 682 654 (SaferCities AU);
      2. The Terms are governed by and must be interpreted in accordance with the laws of New South Wales; and
      3. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia in relation to any dispute connected with the Terms.
  10. General
    1. For us to waive a right under the Terms, that waiver must be in writing and signed by us.
    2. Any illegality, unenforceability, or invalidity of a provision of the Terms does not affect the legality, enforceability, or validity of the remaining provisions.
    3. Any variation to the Terms must be in writing and signed by both parties.
    4. The Terms, together with the Product Warranty, set out everything agreed in relation to the supply of the Hardware Products and supersede and cancel anything discussed, exchanged, or agreed prior to their start. If there is any inconsistency between the Quote and the other Terms, the other Terms prevail.
    5. You must not assign or transfer your obligations without our prior written consent.