Terms and Conditions

 Lil Room Agreement | Terms and Conditions 

 Application 

1. We agree to sell to you the Lil Room on the terms of this Agreement only unless otherwise specifically agreed to in writing. 

2. You agree to be bound by the terms of this Agreement and make payments to us in full without set-off or deduction and on the dates required for payment. 

Quotes 

3. Any quote or quotation given to you by us will lapse 20 Business Days from the date of that quote, unless we have given a different time period in writing. 

4. We may withdraw a quote prior to your acceptance of it by notifying you in writing. 

5. Quoted prices apply only to the full quantities of all goods specified or the cost of services specified in the quote for a Lil Room, this provision being subject to Clause 11. 

6. By accepting a quote, either in writing or verbally, you are deemed to have made an Order for the Lil Room specified in the quotation. 

Orders 

7. We may accept or decline to accept any Order for a Lil Room at our sole and absolute discretion. 

8. We reserve the right to cancel an Order we have accepted without any liability to you if the goods and/or services required to provide the Lil Room are not available or are no longer available, or fulfilling the Order becomes impracticable or uneconomic due to any cause beyond our reasonable control. 

9. You may request your Order be changed or cancelled by making a request to us in writing. If we accept your change or cancellation, you agree to reimburse us for any reasonable costs incurred in connection with that change or cancellation. 

Price 

10. The price for a Lil Room is either: a) The price agreed between us and you when the Order was made; or b) The price set by us at the date of delivery and/or the date at which the Lil Room is completed. 

11. Despite Clauses 5 and 10, we reserve the right to vary the agreed price where: a) There has been an increase in the cost of providing the goods and/or supplying the services involved in a Lil Room beyond our reasonable control between the date the price was agreed and the date the Lil Room is delivered; and Where it is necessary for alterations be made to the Lil Room after an Order has been placed and accepted by us. 

12. Unless otherwise agreed in writing, all prices are exclusive of: a) Delivery charges;  GST; and/or c) Other government duties, levies or taxes whether incurred in New Zealand or elsewhere. These will be the responsibility of and to the cost of you. Where the payment of such taxes or duties is our responsibility at law, the price will be increased by the amount of such taxes or duties. 

Deposit 

13. Upon a Quote being accepted by you, a deposit of 50% becomes payable. We reserve the right to not commence work on the Lil Room until such time as the deposit has been paid in full. 

Payments 

14. You agree to make payments without set-off or deduction of any kind on the dates advised by us to you. 

15. We reserve the right to delay Delivery of the Lil Room or not release the Lil Room to you until all monies owed to us by you are received by us in cleared funds. 

Delivery 

16. The point of delivery shall be at our premises upon our notification to you that your Lil Room is ready for your use. 

17. If we agree to deliver the Lil Room to you all costs of and incidental to such delivery shall be at your cost. 

Risk 

18. Risk in a Lil Room passes to you upon Delivery. 

19. You are responsible to ensure such insurance arrangements as you see fit to cover the risk in a Lil Room supplied to you from Deliver, including any risk associated with delivery by us of the Lil Room to a premise stipulated by you. 

Acceptance of Goods 

16. If you do not make a claim in writing setting out the alleged problem with the Lil Room within seven (7) days from Delivery (time being of the essence) you are deemed to have accepted the Lil Room and to have waived any right to reject the Lil Room or claim compensation or any other remedy. 

Default 

17. In the event that a payment is overdue, default interest at a rate of 3% will be payable from the date payment became due and payable until such time as payment of the outstanding amount is made in full including interest. 

18. You acknowledge that payment of default interest is without prejudice to our other rights and remedies. 

19. If we take action to recover any amount due from you to us including default interest, or to otherwise protect our interests in relation to money owed to us by you including default interest, you agree to pay our costs (including costs incurred on a solicitor/client basis and debt collection costs). 

Cancellation 

20. You may cancel your Order of a Lil Room at any time by notification to us in writing. 

21. We may retain any deposit and payments you have made towards the purchase price at our sole and absolute discretion. 

22. You agree to indemnify us for any losses or costs incurred by us in your cancellation of the Order. 

Title/Recovery of Goods 

23. Title in the Lil Room does not pass to you until the purchase price is paid in full and you have performed all other obligations under this Agreement. 

Page 2 of 2 Lil Room Agreement | Terms and Conditions 

24. In all other circumstances, title in any Lil Room supplied by us will remain with us and we have a security interest over the Lil Room. 

25. If you have sold the Lil Room before title passes to you, the proceeds of sale shall be held on trust by you for our benefit. 

26. You authorise us to enter any premise at any time to recover a Lil Room of which we still have title or a security interest. If the premises are the premises of a third party, you will obtain for us from the landlords/registered owners written consent regarding the provisions of this Agreement and shall hold us harmless accordingly. 

27. You will be responsible for any losses or costs we incur in the recovery of Lil Rooms from you. 

Security Interest 

28. You agree that, pursuant to Clause 23 above, we have a security interest for the purposes of the Personal Property Securities Act 1999 (“PPSA”) over the Lil Room provided as well as the proceeds of any sale of a Lil Room by you until payment of all amounts owed to us has been received in full. 

29. You agree that we may take all steps required to perfect our security interest under the PPSA and you agree to execute any documents and provide us with all necessary information for this purpose. To the maximum extent permitted under the PPSA, you agree to waive your rights as a debtor. In particular, you agree to waive your right to receive a verification statement if we register a financing statement or a financing change statement. 

Warranty 

30. We warrant that a Lil Room will be constructed in a good and workmanlike manner, be fit for the purpose you have provided to us in writing and match the description we have provided to you. 

31. We will repair or make good any substantiated defect in our workmanship for any Lil Room provided that written notice of the claim is made immediately after any defect is suspected or within seven (7) days of Delivery whichever is the earlier. We will investigate your claim as soon as practicable and if we agree the claim is substantiated, we will address you claim in accordance with Subclauses 33(a)-(c) as expediently as practicable. 

32. If we fail to perform our warranty obligations, liability for such failure shall be subject to the limitations provided in Clauses 33 to 378. 

Limitation of Liability 

33. Our liability for any defective Lil Room, or for any cost, loss, damage or claim arising directly or indirectly in relation to any Lil Room provided by us, whether arising in contract, tort (including negligence) or otherwise, shall be limited to either (at our sole and absolute discretion): a) Refunding your deposit to you, collecting the Lil Room at our cost and releasing you from your obligations under this Agreement; or b) Modifying or repairing the defective Lil Room at our own expense within a reasonable timeframe after you have given us notice of the defect; or  c) Replacing the affected Lil Room. 

34. We are not liable for any defect in a Lil Room if: a) The Lil Room has been materially altered;  b) Steps have been taken to remedy an alleged problem with a Lil Room without our written consent; or  c) The Lil Room has been damaged by improper storage or handling following delivery. 

35. We are not responsible to you or any third party for any defect in a Lil Room that results partly or wholly from: a) The act or omission of any third party; or  b) A cause beyond our reasonable control. 

36. We are not responsible in any circumstances for any indirect, consequential or special loss, loss of profits or economic loss including if said losses arise due to our not delivering to you a Lil Room on the date specified for Delivery. 

37. All warranties implied by customary practice, at law or under statute are excluded to the extent legally permitted. 

38. If you are acquiring a Lil Room for business purposes, then the provisions of the Consumer Guarantees Act 1993 shall not apply. 

Personal Information 

39. You authorise us to collect and hold your personal information as we may require for credit inquiries and or for marketing purposes from any third party or from us to you. 

40. You authorise us to disclose any personal information to any person for the purpose of assessing your credit worthiness or in relation to the recovery of moneys or Lil Room(s) including but not limited to notification of default to a credit or debt collection agency. 

Variation 

41. We reserve the right to alter this Agreement at our sole and absolute discretion. You cannot alter this Agreement without our written agreement. 

42. Notice of such alterations will be deemed as having occurred by our updating our website with the altered Agreement. 

Governing Law 

43. These Terms and Conditions are governed by New Zealand law. 

Consents 

44. If any permit, consent or licence to use the Lil Room is required to be obtained from any Government, local authority or any other person, the same shall be obtained by you at your sole cost and responsibility. 

Miscellaneous 

45. No delay or failure by us to act or insist upon any right shall be regarded as a waiver and every right remains enforceable and may be exercised by us at any time. 

46. You may not assign or transfer your rights under this Agreement to any third party without obtaining our prior written consent.