Terms & Conditions
1. Definitions
1.1 “Conditions” means these Terms and Conditions of Kitchen Studio.
1.2 “Client” means the Client or any person acting on behalf of and with the authority of the Client.
1.3 “Client Contract” means the job detail as noted in the Agreement between the Client and Kitchen Studio and the Contract Value provided to the client.
1.4 “Client Contract Terms and Conditions” means the terms and conditions attached to the Client Contract Agreement.
1.5 “Delivery Site” means the location where the Goods are to be delivered or provided as noted under the Delivery Site details in the Client Contract.
1.6 “Goods” means all Goods and/or Services supplied by Kitchen Studio to the Client.
1.7 “Kitchen Studio” means the Kitchen Studio Franchisee.
1.8 “Contract Value” means the cost for supply of the Goods as estimated in the Total Contract Value provided on page one of the Client Contract accepted by the Client.
1.9 “Product” includes the design, supply, and installation of Goods by Kitchen Studio.
2. Scope
2.1 All Goods supplied by Kitchen Studio are subject to these Conditions and the Client Contract.
2.2 These Conditions include all those statutory rights conferred on the Client which Kitchen Studio is not capable of excluding, restricting or modifying.
2.3 The Client Contract Terms and Conditions will include any accepted quotation, order or other correspondence but only insofar as it describes Goods to be supplied to the Client by Kitchen Studio or indicates the Client’s assent to these Conditions and the Client Contract Terms and Conditions.
2.4 Any instructions whether written or verbal, received by Kitchen Studio from the Client for the supply of Goods and/or, the Client’s acceptance of Goods supplied by Kitchen Studio, shall constitute acceptance of these Conditions.
2.5 The Client(s) shall be jointly and severally liable for all payments of the Contract Value and performance of the Client’s obligations.
2.6 These Conditions are irrevocable and can only be rescinded or amended in accordance with the Conditions themselves or with the written consent of Kitchen Studio.
2.7 None of Kitchen Studio’s agents or representatives are authorised to make any representations, statements, or agreements not expressed by Kitchen Studio in writing nor is Kitchen Studio bound by any such unauthorised statements.
3. Prices and Variations
3.1 The Contract Value (as detailed in the Client Contract) includes Goods and Services Tax (GST).
3.2 The Contract Value is provided on the basis that the walls and floor of the Delivery Site where the Product is to be installed are plumb, level, square and structurally sound.
3.3 Where the walls and floor of the Delivery Site are not plumb, level, square or structurally sound, Kitchen Studio reserves the right to increase the Contract Value where additional services are provided or are required.
3.4 The Contract Value has been calculated by Kitchen Studio based on the current prices for the component materials for the Product and in reliance on the assumption that there will be no increase in costs after the date of the Client Contract payable to a supplier for materials or payable to a sub-contractor for services (“Costs”). The Client acknowledges that where there is any delay in ordering of the Products, the Costs may increase.
3.5 Where there are increases in the Costs after the date of the Client Contract and before the date Kitchen Studio places the order with the supplier for the Product, Kitchen Studio reserves the right to increase the Contract Price by notice in writing to the Client setting out the details of the increase in Costs.
3.6 Any Contract Value estimate provided by Kitchen Studio to the Client is valid for a period of fifteen days (15) days from the date of the estimate. If the Client Contract is not entered into by both parties within 15 days of the date of the Contract Value estimate given to the Client, Kitchen Studio reserves the right to issue a revised quotation at which time the preceding quotation shall lapse, and the revised quotation will be open for acceptance by the Client.
3.7 The Client acknowledges that due to market conditions beyond Kitchen Studio’s control, including supplier pricing practices, freight costs and fuel-related cost increases, supplier costs may change after the date Kitchen Studio places the order with the supplier for the Product. Where there are increases in the costs after Kitchen Studio places the order with the supplier for the Product, Kitchen Studio reserves the right to increase the Contract Price by notice in writing to the Client setting out the details of the increase in costs. In such circumstances, the increase in the Contract Price will be limited to the actual increase in costs of the Product obtained from the supplier.
4. Delivery / Installation
4.1 Kitchen Studio will use its best endeavours to deliver and install the Product by the agreed date but accepts no liability for delays due to circumstances outside Kitchen Studio’s control including delay on behalf of the manufacturer of the Product. The Client is responsible for ensuring, at its own cost (unless expressly agree in writing by Kitchen Studio), that:
- The site is prepared to the satisfaction of Kitchen Studio;
- Kitchen Studio (and its authorised personnel) has access to the site that Kitchen Studio reasonably requires.
4.2 Kitchen Studio will make every effort to deliver the Goods within the agreed timeframe. However, should there be any delay in delivery, Kitchen Studio will not be liable for any loss or damage incurred by the Client as long as the Goods are delivered within a reasonable period. Please note that the delivery timeframes provided are estimates and not guaranteed deadlines.
4.3 If the Client wishes to delay the install dates set out in the Client Contract, the Client must provide 10 working days’ notice to Kitchen Studio. Kitchen Studio reserves the right to charge a fee of $1,000.00 (inclusive of GST) where the Client requires a delay to the install dates and the required notice is not provided.
4.4 If Kitchen Studio has delivered the Product to the Delivery Site (as detailed in the Client Contract) and is delayed in installing the Product due to the Client’s contractors or subcontractors, Kitchen Studio reserves the right to charge $100.00 per hour (inclusive of GST) for any waiting time experienced by Kitchen Studio.
4.5 The Contract Value includes the cost of delivery of the Product to the allocated area of the Delivery Site. If there are unexpected Costs involved in delivery due to the need for crane hire, or additional labour required to transport heavy items upstairs or through difficult access points, Kitchen Studio reserves the right to increase the Contract Value to recover such additional costs.
5. Property and Risk
5.1 Our Contract Value require full payment prior to installation. While Kitchen Studio retains ownership of the Goods until full payment is received, all risk for the Goods transfers to the Client upon delivery.
6. Services
6.1 The following services are provided by Kitchen Studio under the Client Contract:
6.1.1 Design and preparation of plans for your Product.
6.1.2 Delivery of the Product to the Delivery Site.
6.1.3 Fitting and installation of the Product only into the allocated area of the Delivery Site (“the Services”).
6.2 The following services and/or costs are NOT provided by Kitchen Studio under the Client Contract unless specified in writing in the Client Contract:
6.2.1 Any site trades or other services including building, plumbing, electrical or gas work.
6.2.2 Making good of any floors, walls, ceilings or mouldings.
6.2.3 Costs of obtaining any building consent or resource consent (if any) required to install and permit the use of the Product including those required by any builder, plumber, electrician and/or gas fitter.
6.2.4 Removal and disposal of the existing kitchen.
6.2.5 Project management fees.
7. Terms of Payment and the “Total Trust Deposit Guarantee”
7.1 The Client shall pay to Kitchen Studio the Contract Value as set out in invoices provided by Kitchen Studio to the Client in respect of Goods supplied.
7.2 Payment of a deposit is due on the date the Client Contract is signed as to the amount specified on the Client Contract (“Deposit”) and payment of the balance owing under the Client Contract is due prior to the date of delivery of the Product/Installation. All Costs payable to Kitchen Studio must be paid in full and without any deduction or set-off.
7.3 Prices quoted and accepted are inclusive of GST. All payments due to Kitchen Studio must be made in full without deduction, set-off or counter-claimcounterclaim.
7.4 If full payment is not made on or before the due date by the Client, Kitchen Studio reserves the right to charge interest on the outstanding amount at the rate of 3% per month calculated on a daily basis (“Default Interest”) and the Client shall pay all debt collection costs, legal costs (on a solicitor/client basis) and expenses incurred by Kitchen Studio as a result of a default by the Client.
7.5 Payments made by credit card will incur an additional fee of 3.4% of the total amount of the credit card transaction.
7.6 Payments made to Kitchen Studio will be applied firstly in payment of the Default Interest, secondly in payment of collection costs, and thirdly in the reduction of invoiced amounts. Default Interest to be paid is without prejudice to Kitchen Studio’s other rights or remedies.
7.7 Ownership of and copyright in the plans and designs prepared by Kitchen Studio will not transfer to the Client until full payment of the Contract Value.
7.8 The Client acknowledges that the Deposit is non-refundable and is covered by the Total Trust Deposit Guarantee. Kitchen Studio shall provide the Client a certificate for the Total Trust Deposit Guarantee which is issued on behalf of Kitchen Studio Distribution Limited (“Total Trust Deposit Guarantee Certificate”) upon payment of the Deposit.
7.9 The “Total Trust Deposit Guarantee” is a guarantee that where the Kitchen Studio franchisee is unable to provide the Product and/or Services, then Kitchen Studio Distribution Limited shall at its discretion either:
7.9.1 Give notice to the Client cancelling the Client Contract and refund the Deposit (if any); or
7.9.2 Arrange for the Client Contract to be completed by another Kitchen Studio franchisee for the Contract Value, and if so, the Client Contract and the Conditions shall be read where applicable as if the reference to Kitchen Studio were a reference to Kitchen Studio Distribution Limited.
8. Payment by Credit Finance
8.1 Where the Client has chosen to finance the Contract Value through a credit facility, the remaining balance shall be due upon the Practical Completion of the Services as specified in the Client Contract. “Practical Completion of the Services” is defined as the installation of the Product in accordance with the Client Contract, with minor omissions or defects that do not affect the reasonable use of the Product being permissible.
8.2 Examples of minor defects or minor omissions include but are not limited to: toe kicks to be installed once floor coverings have been installed, cosmetic damage to a surface, missing accessory/hardware item etc.
8.3 Any minor omissions or minor defects at Practical Completion of the Services will be made good in a timely manner by Kitchen Studio and additionally are covered by the provisions of Kitchen Studio’s Total Trust Guarantee as described in Clause 7.
8.4 Upon Practical Completion of the Services, the Client will sign the Practical Completion Authorisation section of the Client Contract which authorises the credit finance provider to pay the balance owing under the Contract to Kitchen Studio. The Client agrees that any finance promotional period (whether relating to an interest-free period or otherwise) will commence on the date of signing the Practical Completion Authorisation.
9. Warranty and the “Total Trust Guarantee”
9.1 Kitchen Studio shall provide the Client a Certificate for the Total Trust Guarantee (“Total Trust Guarantee Certificate”) upon completion of the Client Contract and payment in full of the Contract Value and fulfilment of Clause 9.2 below (whichever is the later).
9.2 The Total Trust Guarantee being provided to the Client is strictly conditional upon full payment of the Contract Value to Kitchen Studio and the Client not being in breach of these Conditions.
9.3 The Total Trust Guarantee includes a guarantee:
9.3.1 That the installation of the Product and the provision of Goods will be competed in accordance with the Client Contract and best trade practice.
9.3.2 That all hardware, hinges, runners and moving parts are warranted free of product failure for ten (10) years from the date of delivery of the Product (“the Warranty Period”).
9.3.3 That all Product of Kitchen Studio’s own design and manufacture are warranted free of defective workmanship and/or materials for the Warranty Period.
9.3.4 That all Product not manufactured by Kitchen Studio including benchtops, kitchen appliances and accessories are sold with the same warranties (if any) as are given by the manufacturer provided those warranties are capable of being assigned to the Client.
9.4 Kitchen Studio’s total obligations under the Total Trust Guarantee extend only to the repair, replacement or refund of defective or damaged Product and under no circumstances whatsoever is it to be liable under the Total Trust Guarantee for any loss, damage or wastage or other consequential loss occasioned through any defect in the Product or the provision of the Services.
9.5 In the event of change in ownership of the Delivery Site where the Product is installed, the unexpired benefits of the Total Trust Guarantee will transfer to the new owner of the Delivery Site and the Product provided the new owner produces the Total Trust Guarantee Certificate to Kitchen Studio. Kitchen Studio reserves the right to decline any claim under the Total Trust Guarantee should there be any doubt about the veracity of the ownership. The Client is responsible for the transfer of the Total Trust Guarantee Certificate and the Care & Maintenance Guide to any new owners of the Delivery Site.
9.6 The Total Trust Guarantee does not cover the following:
9.6.1 Polishing and lacquering of doors;
9.6.2 Installation not carried out by an authorised Kitchen Studio tradesperson;
9.6.3 Damage caused by misuse, water, moisture, heat, steam, shipping, accident or normal wear and tear;
9.6.4 The cracking of benchtops as the result of but not limited to undue force, undue heat and movement in the dwelling;
9.6.5 Failure by the Client or any subsequent owner of the Delivery Site to follow the Care & Maintenance Guide provided by Kitchen Studio;
9.6.6 Other exclusions as per these Conditions.
9.7 The Total Trust Guarantee is in addition to the rights of the Client under the Consumer Guarantees Act 1993 (“CGA”) and does not replace or negate those rights.
10. Variations and Changes
10.1 Any changes to the scope of work, design, materials, or any other aspect of the original contract (hereinafter referred to as “Variations”) must be requested in writing by the Client.
10.2 Kitchen Studio may also propose Variations if deemed necessary to complete the work or improve the outcome.
10.3 Upon receiving a request for a Variation, Kitchen Studio will assess the proposed changes and provide the Client with a written Variation Order detailing:
- The nature and extent of the Variation;
- The impact on the contract timeline;
- Any additional costs or savings associated with the Variation.
10.4 The Client must approve the Variation Order in writing before any work related to the Variation commences. No Variation will be binding until documented and signed by both parties.
10.5 Any Variations that result in additional costs or savings will be reflected in an adjusted Contract Value. The adjusted Contract Value will include:
- The cost of any additional materials or labour required for the Variation (including quoting and providing the Variation Order);
- Any savings from omitted work or materials;
- A reasonable adjustment for overheads and profit.
10.6 The adjusted Contract Value will be payable by the Client immediately upon written acceptance of the Variation Order by both Parties.
10.7 Kitchen Studio will make reasonable efforts to minimise any delays caused by Variations. However, any approved Variations may result in adjustments to the project timeline. Kitchen Studio will endeavour to provide the Client with an updated project schedule reflecting any changes due to the Variation and will not be liable for any delays clause in respect of the Variation Order.
11. Cancellation
11.1 If Kitchen Studio is in material breach of its obligations under these Conditions and remains in default for a period of 20 working days following the written notice of such default by the Client to Kitchen Studio the Client may cancel the Client Contract.
11.2 The Client is not entitled to cancel any order for Product or Goods without Kitchen Studio’s express consent once the Client Contract is executed by both parties for any reason other than that stated in Clause 11.1 above.
12. Default & Consequences of Default
12.1 If the Client defaults in payment of any invoice when due, the Client shall indemnify and hold harmless Kitchen Studio from and against any and all of Kitchen Studio’s costs and disbursements relating to such default, including solicitor’s fees in addition all of Kitchen Studio’s nominee’s costs of collection.
12.2 Without prejudice to any other remedies Kitchen Studio may have, if at any time the Client is in breach of any of its obligations (including those relating to payment), Kitchen Studio may suspend or terminate the supply of Goods to the Client and any of its other obligations under these Conditions or the Client Contract Terms and Conditions. Kitchen Studio will not be liable to the Client for any loss or damage the Client suffers because Kitchen Studio exercised its rights under these Conditions or the Client Contract Terms and Conditions.
12.3 If any account remains unpaid at the end of the second month after supply of the Goods an immediate amount of $100.00, may be levied for administration fees which sum shall become immediately due and payable in addition to the interest payable under Clause 7.3.
13. Consumer Guarantees Act 1993 (“CGA”) and Fair Trading Act 1986 (“FTA”)
13.1 Where Kitchen Studio is supplying Product and Goods to the Client for the purposes of resupplying them in trade within the meaning of the CGA, pursuant to section 43 of the CGA, the provisions of the CGA will not apply to the Contract or these Conditions.
13.2 Where Kitchen Studio is supplying Product and Goods to the Client in trade then pursuant to Section 5D of the FTA, sections 9, 12A and 13 of the FTA will not apply to the Contract or these Conditions or the Client Contract Terms and Conditions. Kitchen Studio and the Client agree that it is fair and reasonable that the parties are bound by this clause 13.
14. General
14.1 If any provision of these Conditions or the Client Contract Terms and Conditions shall be invalid, void, illegal of unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not thereby be affected, prejudiced or impaired.
14.2 If at any time Kitchen Studio does not enforce any of these Conditions or the Client Contract Terms and Conditions or grants the Client time or other indulgence, Kitchen Studio will not be construed as having waived that Condition or its rights to later enforce that or any other Condition.
14.3 All Goods supplied by Kitchen Studio are subject to the laws of New Zealand and Kitchen Studio takes no responsibility for changes in the law which affect the Goods supplied.
14.4 To the fullest extent permitted at law, Kitchen Studio shall be under no liability whatsoever to the Client for any loss and / or expense (including loss of profit) suffered by the Client arising in any way from or out of these Conditions or the Client Contract Terms and Conditions.
14.5 In the event of any breach of these Conditions or the Client Contract Terms and Conditions by Kitchen Studio the remedies of the Client shall be limited to actual damages. Under no circumstances shall the liability of Kitchen Studio under these Conditions or the Client Contract Terms and Conditions exceed the Price of the Goods.
14.6 Kitchen Studio may license, assign or sub-contract all or any part of its rights and obligations without the Client’s consent.
14.7 Kitchen Studio reserves the right to review these Conditions or the Client Contract Terms and Conditions at any time and from time to time. If following any such review, there is any change in such Conditions, that change will take effect from the date on which Kitchen Studio notifies the Client of such change or on the date of publication of the revised Conditions replacing these on Kitchen Studio’s website whichever is the earlier.
14.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
14.9 Automatic Adjustments by Law: In the event that the CGA, FTA, or any similar legislation (including any replacement legislation) in New Zealand establishes terms that are more favourable or provide greater protection to the consumer than the terms outlined in these Conditions or the Client Contract Terms and Conditions, these Conditions shall be automatically extended to match the statutory minimum required by New Zealand law. The intent is to ensure that the consumer benefits from the minimum protection afforded by applicable legislation, and any provision within these Conditions which may be inconsistent with such legislation shall be modified to comply with the statutory minimum requirements by New Zealand law.
15. Force Majeure Event
Neither party shall be liable for any failure or delay in the performance of its obligations under the Client Contract where such failure or delay is caused by events beyond that party’s reasonable control (“Force Majeure Event”). A Force Majeure Event includes, without limitation:
(a) suspension, shortage or failure of supply by Kitchen Studio’s suppliers or manufacturers;
(b) freight disruption, transport delays, port congestion or embargoes;
(c) fuel shortages or energy supply restrictions;
(d) acts of government, governmental restrictions, regulatory changes or emergency directions;
(e) strikes, lockouts, or industrial action;
(f) natural disasters, pandemic, epidemics, or other acts of god.
Where a Force Majeure Event occurs, Kitchen Studio will be entitled to suspend, defer or extend the time for performance of its affected obligations for the duration of the Force Majeure Event without liability.
If a Force Majeure Event continues for more than 30 working days and makes performance of the Client Contract impossible, Kitchen Studio may, by written notice to the Client, terminate the Client Contract. In that event, Kitchen Studio shall refund any amounts paid by the Client for Goods not yet supplied, less any costs reasonably incurred by Kitchen Studio prior to termination.