Terms & Conditions

1. DEFINITIONS

1.1: The term Crusader means Crusader Engineering Limited, its successors, assigns, or any person acting with its authority.

1.2: Crusader Engineering Limited is the legal owner of various engineering and process technologies, both patented and unpatented, developed over the past forty years for multiple industries. This knowledge and expertise is offered to suitable clients.

1.3: Client means any person or entity, or anyone acting with their authority, requesting Crusader to provide the goods and services as specified in any proposal, quotation, order, or other documentation, and:

a) Where there is more than one client, refers to each client jointly and severally;

b) If the client acts as a trustee, binds them in that capacity; and

c) Includes the client’s executors, administrators, successors, and permitted assigns.

1.4: Services means all goods, systems, processes, and services supplied by Crusader to the client at the client’s request from time to time (the terms ‘services’, ‘systems’, ‘processes’, and ‘goods’ may be used interchangeably).

1.5: Price means the amount payable (plus GST, where applicable) for the services, as agreed between Crusader and the client in accordance with clause (4).

2. QUOTATION or OFFER from CRUSADER ENGINEERING LTD

2.1: Upon the client requesting goods and/or services, Crusader may, at its sole discretion, provide an offer or quotation outlining the scope of work.

2.2: The client must review the scope of work and determine whether it meets their requirements and expectations.

2.3: Any change or variation to the offer or quotation requested by the client will only be valid if made in writing and confirmed in writing by Crusader.

2.4: The offer or quotation, as issued or amended in accordance with clause 2.3, will form the primary document forming the basis of any contract or agreement between Crusader and the client upon acceptance.

2.5: Any subsequent document issued by either Crusader or the client will be secondary to the document referenced in clause 2.4.

2.6: Crusader’s offer or quotation will remain valid for thirty (30) days from the date stated on the written offer or, if unspecified, from the date received by the client.

2.7: This thirty (30) day validity period is considered reasonable for the client to review and agree on any changes required to the primary document.

2.8: If the parties do not reach agreement within this period, Crusader reserves the right to re-assess and update the costs forming the basis of its offer or quotation.

22.9: The client is deemed to have accepted and be immediately bound, jointly and severally, by these terms and conditions upon placing any further order for, or accepting delivery of, goods and services.

3. ACCEPTANCE

3.1: The client is deemed to have accepted and be immediately bound, jointly and severally, by the terms and conditions of Crusader’s offer or quotation, as defined in clause 2, upon placing an order for Crusader to provide the specified services.

3.2: These terms and conditions may only be amended with the written consent of both parties and shall prevail over any inconsistent document or communication between the client and Crusader.

3.3: Any advice, recommendation, information, assistance, or service provided by Crusader in relation to the goods or services is offered in good faith, based on Crusader’s knowledge and experience. Such advice is provided without liability, and it is the client’s responsibility to verify its accuracy and suitability for the intended purpose.

3.4: The client acknowledges that the supply of services may depend on the availability of materials or products. If such materials or products become unavailable, Crusader reserves the right to substitute comparable alternatives (including components) and adjust pricing if deemed necessary.

3.5: In such cases, Crusader will notify the client in advance of any substitution and may place the client’s order or services on hold until both parties agree to the proposed changes.

4. PRICE

4.1: At Crusader’s sole discretion, the price shall be as stated in the prime document (as defined in clause 2.4) and adjusted for any authorised variations or changes arising during the project or contract. The following apply:

a) A deposit shall be paid upon acceptance by the client, at the percentage stated in the prime document.

b) Progress payments shall be made as scheduled in the prime document; or

c) As otherwise agreed in writing between Crusader and the client, which may include progress based on completion targets or percentage of work performed.

4.2: Crusader reserves the right to adjust the price:

a) Where the client requests any variation to the specification, scope, or timing defined in the prime document;

b) If materials or products become unavailable, allowing Crusader to substitute comparable alternatives;

c) Where unforeseen circumstances or conditions arise (including, but not limited to, poor weather, restricted access, safety issues, incomplete prerequisite work by others, faults found during inspection, or specialist tools or equipment required); or

d) Where increases occur in labour or material costs beyond Crusader’s direct control.

4.3: Variations will be detailed and charged in writing, based on Crusader’s pricing structure and the percentage increase in actual cost, including overheads and margin, consistent with the original pricing summary.

4.4: The client must respond to any variation submitted by Crusader within five (5) working days. Failure to do so entitles Crusader to add the variation cost to the contract price. Payment for all variations is due in full upon completion of the variation, regardless of any separate progress payment schedule. This ensures project continuity and adherence to agreed timelines.

4.5: Time for payment is of the essence, and the client must pay strictly in accordance with the dates determined by Crusader, which may be:

a) On completion of the services; or

b) By way of deposit, progress payments, or variations, in accordance with Crusader’s written offer or as separately agreed in writing, including the reasonable value of goods delivered to site but not yet installed;

c) Within twenty (20) days following the end of the month of the invoice date, where invoices and statements are emailed to the client’s nominated address;

d) On the date specified on any invoice or other document as the due date for payment; or

e) If not otherwise specified, seven (7) days after the date of the invoice issued by Crusader.

4.6: Where agreed in writing by both parties, payments may be subject to retention by the client of a fixed sum or percentage of the price. Such retention monies shall:

a) Be held in a separate account or trust in accordance with section 18 of the Construction Contracts Act 2002;

b) Be retained only until completion of the services, being the date the client can use or operate them, even if minor remedial work remains; and

c) Be paid to Crusader by cash, electronic transfer, or any other agreed method upon release.

4.7: The client shall not set off or deduct any amount from the price or retention monies for any

reason, including disputed sums, without Crusader’s prior written consent.

4.8: Unless expressly stated otherwise, all prices are exclusive of GST. The client must pay GST

and any applicable taxes, duties, or levies in addition to the price, at the same time and on the

same basis as payment of the price.

5. PAYMENT

5.1: A foundation of any contract or relationship between Crusader and the client is mutual trust — both parties shall act with integrity, transparency, and good faith in all dealings.

5.2: All accounts submitted by Crusader shall:

a) Be issued in accordance with Crusader’s offer or quotation and the client’s acceptance or purchase order; and

b) Be payable on or before the 20th day of the month following the invoice date; and

c) Where a deposit is required, be payable immediately upon the client’s acceptance of the offer or quotation, at which point a binding contract is formed.

5.3: No amount shall be withheld, reduced, or deferred by the client for any reason, including claims, counterclaims, or set-offs. Payment on the due date is a condition precedent to any further delivery or continuation of work.

5.4: Failure to pay any account when due may result in suspension or cancellation of credit facilities and immediate cessation of all work or services without notice. In such cases, any contractual conditions, deadlines, or commitments become null and void until payment in full is received.

5.5: Interest on overdue payments shall accrue daily from the due date until full payment is received, at a rate of two and a half percent (2.5%) per calendar month, compounding monthly at Crusader’s discretion, both before and after judgment.

5.6: If the client owes money to Crusader, the client shall indemnify Crusader for all costs incurred in recovering the debt, including administrative fees, legal costs, collection agency charges, bank dishonour fees, and any costs arising from contractual amendments necessitated by the client’s non-payment.

5.7: Without prejudice to other legal remedies, Crusader may cancel all or part of any order and require immediate payment of all outstanding amounts if:

a) Any payment becomes overdue, or Crusader reasonably believes the client will be unable to pay when due;

b) The client exceeds any agreed credit limit;

c) The client becomes insolvent, bankrupt, or enters into any arrangement or compromise with creditors; or

d) A receiver, manager, liquidator (provisional or otherwise), or similar person is appointed over the client or its assets.

6. CRUSADER RESPONSIBILITIES

6.1: Subject to clause 6.2, Crusader shall ensure that the goods and services are commenced as soon as reasonably possible and proceed in accordance with the agreed programme, or as amended in writing by both parties.

6.2: The commencement and completion dates shall be extended for any period Crusader deems necessary, upon written notice to the client, where completion is delayed by events beyond Crusader’s control, including (but not limited to) the client’s failure to:

a) Make a selection or decision required for progress;

b) Ensure the site or required civil works are ready on time; or

c) Notify Crusader in writing that the site or civil works are ready.

6.3: Where site delivery forms part of Crusader’s service, and delivery cannot occur on the due date due to circumstances beyond Crusader’s reasonable control (including weather, transport delays, or labour disputes), clause 6.2 shall apply.

6.4: Any time specified by Crusader for delivery or completion is an estimate given in good faith. Crusader shall not be liable for any loss or damage arising from late delivery. Both parties shall use best endeavours to complete delayed work as soon as reasonably possible. If delay results from the client’s actions or inactions, or from shipping delays beyond Crusader’s control, Crusader may charge reasonable fees for later delivery and/or storage of goods.

6.5: The client acknowledges that Crusader accepts no liability for any alleged or actual errors or omissions:

a) Resulting from inadvertent mistakes by Crusader or its subcontractors; or

b) Contained in, or omitted from, any written or electronic materials supplied by Crusader.

6.6: Where any such error or omission occurs under clause 6.5 and is not due to Crusader’s negligence or wilful misconduct, the client shall not treat this contract as repudiated or invalid.

7. CLIENT’S RESPONSIBILITIES

7.1: Before Crusader commences any goods and services, the client must provide full and accurate details of all existing services, including (but not limited to) electrical, mechanical, gas, fibre, stormwater, and sewage systems located in or near the work area. This information must be sufficient to ensure safe working conditions.

7.2: While Crusader and any third parties will take all reasonable care to avoid damage or danger from hidden or existing site services, the client shall indemnify Crusader and any third parties against all claims, losses, damages, costs, fines, medical expenses, or equipment damage arising from incomplete or inaccurate information supplied under clause 7.1.

7.3: It is a condition of this contract that the client shall:

a) Ensure Crusader has clear, safe, and unobstructed access to the site at the agreed dates and times to perform its work;

b) Where heavy-lift or specialist equipment is required and not included in Crusader’s quotation, provide such equipment at no cost to Crusader, and ensure all movement zones are suitable and safe;

c) Indemnify Crusader for any loss or damage to the site, including (but not limited to) driveways, pathways, gardens, grassed areas, landscaping, and structures;

d) Ensure the work area and its surroundings are safe, protected, and free from all hazards, including flammable or dangerous materials; and

e) Provide Crusader with suitable facilities such as washing, toilet, and canteen areas, and ensure that power, compressed air, water, and other services specified in the quotation are available at no cost to Crusader, immediately adjacent to the work area.

8. TITLE

8.1: Crusader and the client agree that ownership of the goods and services shall not pass to the client until:

a) The client has paid Crusader all amounts owing; and

b) The client has fully met all other obligations under the offer/quotation and these terms and conditions.

8.2: Receipt by Crusader of any payment other than cash shall not constitute payment until that payment has been honoured, cleared, or otherwise recognised by Crusader.

8.3: For as long as ownership has not passed to the client under clause 8.1, the following shall apply:

a) The client holds the goods and services as bailee only. If the client is required by Crusader to return them, this must be done at the client’s sole cost, and the client is liable for any damage caused by their removal, even if they have become fixtures.

b) The client holds the benefit of any insurance of the goods and services on trust for Crusader and must pay to Crusader any insurance proceeds in the event of loss, damage, or destruction.

c) Production of these terms and conditions by Crusader is sufficient evidence of Crusader’s entitlement to receive insurance proceeds directly from the insurer without further enquiry.

d) The client must not sell, dispose of, or otherwise part with possession of the goods and services except in the ordinary course of legitimate business and for fair market value, as defined by Crusader. If such a transaction occurs, the client must keep full details and hold the proceeds on trust for Crusader, remitting them on demand.

e) If the client disposes of the goods and services for less than their proven market value (being the value established in Crusader’s offer/quotation), the client must, on demand, pay Crusader the difference between the proceeds received and the true market value.

f) The client irrevocably authorises Crusader to enter any premises where Crusader believes its goods and services are held and either recover them or supervise their removal by the client.

g) Crusader may recover any goods and services in transit, whether or not delivery has occurred.

h) The client must not create or grant any charge, lien, or other encumbrance over the goods and services while ownership remains with Crusader.

i) Crusader may commence proceedings to recover the price of the goods and services even if ownership has not yet passed to the client.

9. RISK

9.1: If Crusader retains ownership of the goods and services under clause 8, then:

a) Where Crusader supplies goods only (without installation or associated services), all risk passes to the client upon:

(i) Collection by the client or its carrier from Crusader’s premises; or

(ii) Delivery by Crusader or its carrier to the client’s nominated address, whether or not the client or its representative is present.

b) Where Crusader supplies and installs the goods, Crusader shall maintain appropriate contract works insurance until completion or until the client is able to use the goods as intended. At that point, all risk transfers to the client.

c) Where the work is carried out on a site owned, leased, or controlled by the client, the client is responsible for providing adequate security and insurance for that site at all times and shall fully indemnify Crusader against any loss or damage arising from failure to do so.

9.2: If the client requests that Crusader leave goods outside its premises for collection, or deliver to an unattended location, those goods are at the client’s sole risk. The client must ensure adequate insurance, and any loss, damage, or destruction of the goods shall not invalidate the contract. Replacement shall be at the client’s cost.

9.3: Where Crusader installs goods or performs services, the client warrants that the premises, foundations, approaches, and any related structures, plant, or civil works are fit for purpose and capable of safely supporting the installation. Crusader shall not be liable for any loss, damage, or cost arising from deficiencies in the site or associated works.

9.4: Crusader is entitled to rely on the accuracy of all verbal or written information, plans, drawings, specifications, or data provided by the client. Crusader accepts no liability for any loss, damage, or cost resulting from inaccuracies in such information.

9.5: The client acknowledges and accepts that:

a) Where the client supplies materials or services for use in the project, they must be fit for purpose and meet all relevant standards. Crusader shall not be liable for any defect, performance failure, or cost arising from deficiencies in client-supplied materials.

b) Crusader is only responsible for goods or services it has supplied or replaced. The client shall indemnify Crusader against any loss or damage caused by failure of other components or systems.

c) All specifications, drawings, data, dimensions, and promotional materials provided by Crusader (including catalogues or website content) are approximate and for general guidance only. Such materials do not form part of any contract unless expressly stated in writing by Crusader.

9.6: Crusader has an established record of long-term reliability of its engineered systems and stands by their performance. However:

a) Crusader accepts no responsibility for failures arising from:

(i) The client’s disregard of Crusader’s manuals or reliance on uninformed third-party advice;

(ii) The client’s failure to follow Crusader’s operating instructions, resulting in reduced performance or efficiency; or

(iii) Reinstallation or modification of Crusader equipment by third parties lacking proper technical understanding.

b) In such circumstances, repairs or rectification work will be at the client’s sole cost. Crusader strongly advises that the client consult Crusader directly for all maintenance, operational, or technical advice, as Crusader holds design documentation, drawings, and software for its equipment.

10. INTELLECTUAL PROPERTY

10.1: Crusader is a design-and-build engineering company supplying specialised goods and services across various industries.

10.2: All designs, drawings, concepts, systems, software, and process details created or supplied by Crusader in connection with any contract remain the exclusive intellectual property of Crusader.

10.3: The client acknowledges that all design documentation, process flow sheets, hardware, software, electrical standards, and related materials developed by Crusader are proprietary and remain the sole property of Crusader, whether or not supplied to the client.

10.4: The client must not copy, disclose, transfer, sell, reproduce, or otherwise use any of Crusader’s intellectual property for any purpose other than that expressly intended under the contract, without the prior written consent of a Crusader director.

10.5: Any unauthorised use, disclosure, or reproduction of Crusader’s intellectual property, as determined solely by Crusader, will render the client liable to pay Crusader liquidated damages of New Zealand dollars one hundred thousand dollars ($100,000), representing reasonable compensation for the misuse of proprietary information and technology.

11. GOVERNING LAW

11.1: All contracts between Crusader and the client, whether for domestic or international projects, are governed by the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the New Zealand courts.

11.2: Crusader conducts all design and build engineering services in accordance with applicable New Zealand statutes and regulations, including (but not limited to) the Construction Contracts Act, Privacy Act, Personal Property Securities Act, Consumer Guarantees Act, Health and Safety at Work Act, and any relevant Building Code or Seismic Design Standards.

11.3: Crusader ensures that all designs and manufactured systems meet appropriate New Zealand and international standards for documentation, design approval, quality control, and material compliance, as determined solely by Crusader.

11.4: For projects undertaken outside New Zealand, Crusader is not responsible for compliance with local laws or regulations unless specifically agreed in writing. The client must advise Crusader in writing, before acceptance of any offer or quotation, of any special standards or requirements applicable in the destination country.

12. SERVICE OF NOTICES

12.1: Any written notice given under a contract between Crusader and the client shall be deemed to have been properly given and received if delivered:

a) In person to the other party;

b) By leaving it at the address stated in the contract;

c) By sending it by registered post or courier to the address stated in the contract; or

d) By sending it by email to the other party’s last known email address.

12.2: Any notice sent by post or courier shall, unless proven otherwise, be deemed served at the time it would ordinarily have been delivered in the normal course of post.

13. GENERAL

13.1: Any dispute or difference arising under these terms and conditions, or under any contract between Crusader and the client, shall be referred to adjudication in accordance with the Construction Contracts Act 2002 (and any amendments), or to arbitration under the Arbitration Act 1996 (and any amendments).

13.2: Clause 13.1 shall only be invoked after good faith discussions between the parties have failed to reach agreement.

13.3: Failure by either party to enforce any provision of these terms and conditions shall not constitute a waiver of that provision. If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, unaffected, prejudiced, or impaired.

13.4: These terms and conditions and any related contract shall be governed by the laws of New Zealand and subject to the exclusive jurisdiction of the Manukau District Court (or any other competent Auckland, New Zealand court).

13.5: Crusader shall not be liable for any indirect or consequential loss or expense, including loss of profit, suffered by the client as a result of any breach of these terms and conditions.

13.6: Crusader may, in the ordinary course of business, license, assign, or subcontract any part of its rights or obligations under a contract with the client without the client’s consent.

13.7: The client shall not license, assign, or otherwise transfer any part of the goods and services supplied by Crusader, as these remain subject to Crusader’s intellectual property rights, regardless of whether the part in question appears minor or incidental to the overall system or design.

13.8: Where Crusader subcontracts any part of the work, it shall remain responsible for its performance under the contract. The client shall not issue instructions directly to any subcontractor without the prior written consent of a Crusader director.

13.9: Crusader may amend these terms and conditions by written notice to the client. Such amendments shall take effect from the date specified in the notice.

13.10: Neither party shall be liable for any default arising from causes beyond its reasonable control, including acts of God, floods, storms, war, terrorism, strikes, lockouts, industrial action, piracy, major policy changes, or other recognised force major events.

13.11: Both parties warrant that they have full power and authority to enter into this contract, have obtained all necessary authorisations, and are not insolvent.

13.12: The client is solely responsible for obtaining all permits, approvals, and authorisations (including environmental and governmental) necessary for the development and operation of any technologies or systems provided by Crusader under this contract.

13.13: The client acknowledges that each contract with Crusader involves goods and services specifically designed to meet the client’s individual requirements. As such, the goods and services supplied are non-returnable under any circumstances.