Brian Baker Instrumentation Limited
New Zealand – Sale of FITOK Components
Updated 2 March, 2026

These Terms & Conditions (“Terms”) govern all quotations, sales, and supply of FITOK components (“Goods”) by the Supplier (“we”, “us”, “our”) to any purchaser (“you”, “your”). By purchasing Goods from us, you agree to be bound by these Terms.

1. Definitions
   1.1 “Goods” means any products supplied by us, including genuine FITOK-branded valves, fittings, tubing, regulators, accessories, and associated components.
   1.2 “Supplier” means the business entity providing the Goods.
   1.3 “Customer” means any individual, company, or organisation purchasing Goods.
   1.4 “Working Day” has the same meaning as defined under New Zealand law.
   1.5 “PPSA” means the Personal Property Securities Act 1999 (NZ).
   1.6 “Consumer Guarantees Act” or “CGA” means the Consumer Guarantees Act 1993 (NZ).
   1.7 “Business Purpose” means Goods acquired for use in trade or in the course of business operations.

2. Application of Terms
   2.1 These Terms apply to all quotations, purchase orders, invoices, and all supply of Goods unless otherwise agreed in writing.
   2.2 If there is any conflict between these Terms and a Customer’s purchase order or terms, these Terms prevail.
   2.3 No variation is binding unless expressly agreed in writing by an authorised representative of the Supplier.

3. Quotations and Pricing
   3.1 All quotations are valid for 14 days unless stated otherwise.
   3.2 Prices are quoted exclusive of GST and national freight charges, unless expressly stated.
   3.3 FITOK components may be subject to international supply-chain adjustments; we reserve the right to adjust pricing or impose surcharges for reasons beyond our control.

4. Orders and Acceptance
   4.1 A Customer’s purchase order constitutes an offer to purchase Goods.
   4.2 An order is deemed accepted only when we issue written confirmation, invoice, or dispatch the Goods.
   4.3 We may decline or cancel any order due to stock availability, credit concerns, regulatory restrictions, or other commercial reasons.

5. Payment Terms
   5.1 Standard payment terms are strictly 7 days from invoice date, unless agreed otherwise.
   5.2 For new Customers or custom orders, payment in full may be required prior to dispatch.
   5.3 We may suspend supply if a Customer’s account is overdue.
   5.4 Late payments may incur:
   » Interest at 2% per month, compounded; and
   » Recovery costs, including legal, collection, and administrative fees.
   5.5 All payments must be made in New Zealand dollars.

6. Delivery and Risk
   6.1 Delivery dates are estimates only and not guaranteed.
   6.2 Risk in the Goods passes to the Customer upon:
   » Collection by the Customer or their agent; or
   » Delivery to the carrier for shipment.
   6.3 The Supplier is not liable for delays due to freight carriers, customs, weather, or events beyond our control.
   6.4 It is the Customer’s responsibility to inspect Goods upon delivery and notify us of damage or discrepancies within 48 hours.

7. Retention of Title (PPSA)
   7.1 Title to the Goods does not transfer to the Customer until full payment is received.
   7.2 Until title passes, the Customer:
   » Holds the Goods as bailee;
   » Must store the Goods separately and clearly identified; and
   » Must not sell or encumber the Goods except in the ordinary course of business.
   7.3 The Customer agrees that we may register a security interest under the PPSA and waives:
   » The right to receive a copy of a Financing Statement;
   » All rights under sections 114(1)(a), 133, and 134 of the PPSA; and
   » Any rights to receive verification statements.

8. FITOK Warranty & Product Specifications
   8.1 FITOK components are manufactured to international standards. Manufacturer warranties apply to the extent offered by FITOK and subject to FITOK’s global warranty terms.
   8.2 The Supplier provides no additional warranty beyond the manufacturer’s official warranty.
   8.3 Warranty does not apply where:
   » Goods are modified, damaged, misused, improperly installed, or used outside specification;
   » Non-genuine or incompatible components are used;
   » Goods are exposed to corrosive, high-pressure, high-temperature, or hazardous environments beyond FITOK design parameters.

9. Returns, Refunds, and Credits
   9.1 Returns require prior written approval and may be refused at our discretion.
   9.2 Goods must be unused, in original packaging, and returned within 14 days.
   9.3 Special-order, indent, customised, or cut-to-length products are not returnable.
   9.4 Approved returns may incur a 20% restocking fee.
   9.5 Refunds or credits will be processed only after inspection and confirmation that Goods meet return criteria.
   9.6 Shipping and handling charges are non-refundable.

10. Liability
    10.1 To the maximum extent permitted by New Zealand law:
    » Our total liability (whether in contract, tort, negligence, or otherwise) is limited to the value of the Goods supplied;
    » We are not liable for indirect, consequential, or special losses, including downtime, loss of production, loss of data, or business interruption.
    FITOK components must be installed and used by trained professionals. We are not liable for failures caused by:
    » Incorrect assembly or installation;
    » Use outside rated pressure or temperature;
    » Compatibility issues where the Customer has not sought technical confirmation.

11. Consumer Guarantees Act & Business Use
    11.1 Where the Customer acquires Goods for business purposes, the Customer acknowledges that the CGA does not apply.
    11.2 If the CGA does apply (non-business consumers), statutory guarantees cannot be excluded.
    11.3 The Customer must notify us promptly of any alleged defect so we may assess remedies.

12. Health & Safety
    12.1 The Customer is solely responsible for ensuring that installation, maintenance, and use of FITOK components comply with:
    » The Health and Safety at Work Act 2015 (NZ);
    » Relevant standards for pressure systems and containment;
    » Site-specific safety procedures.

13. Indemnity
    13.1 The Customer indemnifies the Supplier against all loss, damage, claims, and costs arising directly or indirectly from:
    » Improper use or installation of the Goods;
    » Failure to follow FITOK specifications;
    » Misrepresentation of application parameters;
    » Failure to maintain a safe working environment.

14. Force Majeure
    14.1 We are not liable for failure to perform obligations where caused by events beyond our control, including:
    » Natural disasters, acts of war, pandemics, or government restrictions;
    » Supply-chain disruptions or factory shutdowns;
    » Transport or freight delays.

15. Intellectual Property
    15.1 FITOK trademarks, documentation, drawings, and technical data remain the property of FITOK or their respective owners.
    15.2 The Customer may not reproduce or distribute technical documents without express permission.

16. Privacy & Confidentiality
    16.1 Personal information is collected and stored in accordance with the Privacy Act 2020 (NZ).
    16.2 Commercial information exchanged between parties must be treated as confidential.

17. Governing Law
    17.1 These Terms are governed by the laws of New Zealand.
    17.2 Any disputes are subject to the exclusive jurisdiction of New Zealand courts.

18. Your Rights as a Business Owner
    18.1 As a New Zealand business purchasing Goods:
    » You may contract out of the Consumer Guarantees Act when purchasing for business purposes.
    » You retain full rights under the Contract and Commercial Law Act 2017 (NZ).
    » You may negotiate credit terms, warranties, and supply contracts.
    » You may enforce retention-of-title and PPSA securities when on-selling Goods.
    » You may exclude liability to the extent permitted under New Zealand commercial law.

19. Amendments
    19.1 We may amend these Terms at any time by publishing an updated version.
    19.2 Continued purchase of Goods after publication constitutes acceptance of updated Terms.