Terms & Conditions
1. These terms and conditions (our Terms and Conditions) apply in respect of any painting work
carried out by us for you, except to the extent that we otherwise agree with you in writing.
2. These Terms and Conditions and our Quotation constitute the entire contract between us, as the
painters, and you, as customer for the painting work specified in the Quotation.
OUR QUOTATION / ACCEPTANCE
3. Unless withdrawn in writing, otherwise agreed, or specified in the Quotation, our Quotation is
available for acceptance for 90 days from the date of the Quotation.
4. Your acceptance should be confirmed in writing however, in the absence of written acceptance
you will be bound to these Terms and Conditions if, after receipt of the Quotation, you provide an
oral or written instruction for us to commence the painting work.
5. We will not be bound by a Quotation unless such is in writing.
6. Our Quotation does not include goods and services tax unless expressly stated to do so. Goods
and services tax is payable in addition to any applicable charges.
PAYMENT:
7. Invoices are deemed to be “payment claims” as per section 20 of the Construction Contracts Act
2002 (the Act).
8. Invoices are rendered at the end of each month and shall cover work done and costs incurred
including variations up to the end of each month.
9. Invoices are payable by the 20th of the month following the date on which such is served on you
(the due date). You agree that service may occur via email. In the event that we serve invoices on
you via email you agree that you will be deemed to have received and accepted the invoice upon
such having been sent by us to any email address provided by you for this purpose.
10. You must examine each invoice and notify us within seven (7) days of the date of the invoice of
any alleged error. After such a period, the invoice will be deemed for all purposes to be correct and
no claim to the contrary may be brought by you against us.
11. If you wish to dispute the amount invoiced you must, within seven (7) days of the date of the
invoice and, in accordance with sections 21(2) and (3) of the Act, respond to us in writing with a
payment schedule: identifying the invoice to which the payment schedule relates; detailing a
scheduled amount (the amount you propose to pay), the manner in which you calculated that
amount, and your reasons for not paying the amount invoiced in full. You must also pay the
scheduled amount by the due date.
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12. If we disagree with your payment schedule, we may refer the matter to adjudication in
accordance with clause 40 of these Terms and Conditions.
VARIATION OF ORDERS
13. A variation of the painting work may be agreed between the parties.
14. Variations include, without limitation:
(a) any change to the scope, quality or timing of the work, any circumstance that changes the cost of
performing our work from that reasonably foreseeable at the time of the Quotation arising from a
written instruction from you or your representative by way of a signed Work Order; or
(b) Any other circumstance which is stated in these Terms and Conditions to be a variation arising
from your acceptance of these Terms and Conditions.
15. We will advise you as soon as practicable of any change to our Quotation price arising out of any
variation.
16. We may at our sole discretion on written notice withhold performance of any work that we
reasonably consider to be a variation until we have received your written instruction, or where we
have submitted a price for a variation, your agreement to that submitted price.
TIME FOR COMPLETION.
17. We will endeavor to meet the reasonable target completion date made known to us or agreed
by us, and in the absence of any agreed target date will complete our work within a reasonable time.
We will not be liable for liquidated or other damages for completion delays. The time for
completion shall be extended for any event directly or indirectly causing delay including but not
limited to: access, weather conditions, labour disputes, strikes, accidents, fire, changed work
sequence, lack of information or approvals, or for any suspension of work.
Should it be necessary due to circumstances beyond our reasonable control to engage other
resources or to do work outside ordinary working hours (7.30am to 5pm), we will endeavour to
meet your completion date but any extra cost so incurred will be a variation.
DEFAULT
18. In the event of a default of any of these Terms and Conditions including, but not limited to, if a
payment schedule is not provided in accordance with clause 11 of these Terms and Conditions and
payment is not made by the due date or, a payment schedule is provided but the scheduled amount
is not paid by the due date or, as a result of adjudication you have been ordered to pay an amount
to us by a certain date and such is not paid accordingly, we may at our sole discretion:
(a) Give notice of our intention to suspend work pursuant to section 24A of the Act and if you fail to
remedy the situation within 5 working days, suspend work;
(b) Terminate the contract;
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(c) claim and recover all costs and losses incurred as a result of our suspending and/or resuming
work and/or terminating the contract including but not limited to loss of profit arising out of such
termination;
(d) charge default interest at the rate of 12% per annum on any amount not paid by the due date,
calculated from the due date of each invoice until the date we receive payment in full; and
(e) Charge you all costs incurred by us in the collection of any overdue amount from you including,
without limitation, all legal costs on a solicitor/client basis and any collection agency charges
incurred by us, up until the date of payment.
19. If we elect to exercise our right to suspend work we will, in addition to the rights specified above:
(a) Not be liable for any loss or damage suffered by you or any third party as a result of our
exercising our right to suspend work;
(b) Be entitled to an extension of time to complete the contract if we elect to complete such; and/or
(c) Be entitled to lift the suspension even if the amount has not been paid, if we so elect.
20. Any payment received by us will first be applied in reduction of interest and any costs incurred
by us under this clause, the remaining balance of any such payment will then be applied to reduction
of any other amounts outstanding to us.
CUSTOMER WARRANTIES
21. You warrant that:
(a) You are authorised to accept and are accepting these Terms and Conditions personally or as
agent for and on behalf of the Customer.
(b) If the Customer is a trust, these terms will bind each trustee of the trust as well as personally.
Our rights against each trustee will only be limited if the trustee is an independent trustee (being a
trustee who is not listed as a beneficiary) in which case the trustee’s liability will be limited to the
assets of the Trust. This clause will however not affect the liability of an independent trustee who
has guaranteed your obligations under this agreement (if applicable).
(c) You cannot assign all or any of your rights or obligations under this contract unless we agree
specifically in writing. You must advise us of any alteration to your entity structure and/or of any
revocation of an agent’s authority. Until such written confirmation is received and specifically
accepted by us in writing you shall remain liable for any amount owing and our conduct shall not be
deemed acceptance or affirmation of any assignment or revocation.
WARRANTY
22. You will notify us of any defects discovered in our workmanship. We will remedy any defective
workmanship and at our sole discretion repair or fix any faulty workmanship reported to us in
writing within 90 days of completion of the work or any defined stage of the work, or within any
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whatsoever arising directly or indirectly out of any defect or failure. This warranty is in addition to
any rights you may have as a consumer under the Consumer Guarantees Act 1993 (if applicable).
23. No warranty is given as to the reappearance of rust. Unless rust is completely removed (which in
most cases is impossible) rust is likely to reappear within 6 to 12 months.
24. No warranty is given in respect of ageing of paint applied. Dark colours generally speed up the
ageing process of paint and may cause blistering in a short period of time. Accordingly, we
recommend lighter colours be used when choosing bulk colour areas.
25. To the maximum extent permitted by law, we exclude all liability to you or any other person for,
and you indemnify us against any claim by any person about, any loss, injury, damage, delay,
deterioration, our failure to deliver the goods or perform the painting work, any minor variation in
product specifications including but not limited to colour or design, which may occur from time to
time, and whether arising because of breach of contract, tort including negligence (including
negligent advice), our willful act or omission or breach of statutory duty.
26. In any event and subject to clause 25, should a court or adjudicator find us liable, our maximum
aggregate liability to you arising out of any claim for loss or damages, however arising, shall not
exceed the lesser of: a) the contract price; b) the value of the goods or services which are the subject
of the claim; or c) the actual value of the loss you have incurred.
27. Furthermore, we note that while all care is taken around windows and glass, older glass may
crack easily as it becomes brittle with age. We will not be liable for any glass that is broken or
cracked in the course of the painting work except for that caused due to our negligence.
MATERIALS
28. Materials, equipment or systems nominated or specified by manufacturer, brand or model will
be supplied and installed in accordance with the manufacturer’s published literature or performance
standards and will comply with the specified manufacturer’s product literature.
29. Any goods or materials supplied by us including but not limited to paint shall remain our
property until paid for in full. If any money remains unpaid or you are in breach of any obligation to
us, we or our agents are authorised by you to enter your premises to recover and resell any or all of
those goods and materials. You agree that we may register a Financing Statement under the
Personal Property Securities Act 1999 to give us a perfected security in any goods supplied.
EQUIPMENT AT WORK SITE
30. Any equipment supplied or hired by us to complete the painting work, whether in consideration
of rental or free of charge, shall remain our property. While such equipment is located on your
property during the course of the painting work you will:
(a) Not attempt to sell, assign, mortgage, sublet, lend or otherwise deal with or part with our
equipment or any part thereof;
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(b) Not alter or make any additions of the equipment, including, but without limitation, alter make
any additions to, deface or erase any part thereof, on or in the equipment or in any manner interfere
with it; and
(c) Irrevocably permit us (or our agents) at any time without notice to enter all premises at which we
believe on reasonable grounds the equipment to be stored, to inspect, repair, remove or repossess
the equipment supplied by us. We shall not be liable for costs, damages or expenses or any other
moneys or losses suffered by you or any third party as a result of this action. You shall also
indemnify us against any liability against any third party suffered by us as a result of such actions.
31. Furthermore, clause 30 of these Terms and Conditions shall be binding on any liquidator or
receiver in the event that you are put into liquidation or the Official Assignee in the event that you
are adjudicated bankrupt.
32. We will provide reasonable protection for our work and equipment while the work is being
carried out but we do not accept responsibility for any damage caused to our work or equipment by
anyone not engaged by us or otherwise under our direct control. The repair of any damage to our
work and equipment (including any costs incurred as a result of the actions set out in clause 20) shall
be a variation.
33. You irrevocably authorise us to enter the worksite at any time to carry out our work (including
the delivery of goods) and unless otherwise agreed in writing you will provide suitable access,
information, documents and facilities to enable us to properly complete or coordinate our site
access including use of equipment such as scaffolding.
HEALTH AND SAFETY
34. We will perform the painting work in accordance with all relevant health and safety
requirements and with any site-specific safety requirements notified to us. You will inform us of any
hazards in the workplace to which we may be exposed in working on your premises, and we will
provide a site-specific safety plan if so requested.
35. We may refuse to work if we are not satisfied that such work can be completed safely.
INSURANCE
36. We carry public insurance cover with State Insurance of $2,000,000.00. This can be increased at
your request.
FORCE MAJEURE
37. If we cannot carry out any obligation under the contract either in whole or in part because of a
force majeure event including anything outside our reasonable control including, without limitation,
fire, storm, flood, earthquake, lightning, explosion, accident, road or rail closures, rail derailment,
war, terrorism, sabotage, epidemic, quarantine restriction, labour dispute or shortage, defaults of
manufacturers and suppliers, the inability to obtain equipment, supplies or other facilities not
caused by a failure to pay, or other similar events beyond our control then our 6
Obligations under the contract will be suspended for the duration of the event or waived to the
extent applicable.
TERMINATION
38. Either party may terminate the contract by immediate notice if the other party materially
breaches the contract and neglects to rectify the breach within three (3) working days.
39. Termination shall not prejudice or affect the accrued rights or claims or liabilities of the parties.
DISPUTE RESOLUTION
40. If any dispute or difference arises in connection with the painting work or payments claimed, or
any other matter relating to this contract, both parties will endeavour to resolve the matter by
negotiation. Either party may at any time refer any dispute to adjudication in the manner set out in
section 28 of the Act and may refer any matter that is not resolved by adjudication to arbitration
under the Arbitration Act 1966.
41. Notwithstanding this clause, where any dispute or difference arises in connection with the
payments claimed, payment is to be made in accordance with clauses 9 to 11 of these Terms and
Conditions pending a formal outcome of the dispute or difference.
OTHER MATTERS WHICH AFFECT THE CONTRACT
42. We acknowledge that the Construction Contracts Act 2002 applies to the painting work. Where
the Act’s provisions are not mandatory and these Terms and Conditions say something different to
what is in the Act, we have intentionally modified the provisions of the Act and these Terms and
Conditions should be read accordingly.
43. If a condition or part of a condition is unenforceable, it must be severed from and does not affect
the rest of the contract.
44. We are not bound by any waiver, discharge or release of a condition or any agreement which
changes the contract, unless it is in writing and signed by or for us.
45. Except as expressly set out in the contract, you acknowledge that the contract records the entire
understanding relating to the matters dealt with in the contract and that you are not relying on any
other representations, warranties or statements regarding the nature, characteristic or quality of the
services provided by us (with the intent that we will not be liable in any manner whatsoever for any
errors or omissions in publications or schedules or for statements or representations made by our
employees, agents or representatives that are not expressly recorded in the contract).
46. We may amend these Terms and Conditions from time to time without notice. The conditions
applicable to the painting work provided are our terms and conditions current at the time at which
the Quotation is provided to you.
47. A reference to any law includes any statutory modification, substitution or re-enactment of it.
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48. The laws of New Zealand apply to the contract and these Terms and Conditions and any
proceedings initiated by either party must be brought against the other party in a court in New
Zealand.
DEFINITIONS:
“Act” means the Construction Contracts Act 2002 and its amendments.
“contract” means the Quotation and these Terms and Conditions and any other document which
sets out the terms upon which the painting work is provided to you.
“customer”, “you”, “your” means the person contracting with us whether as principal or as agent for
another.
“us”, “we” “our” means Plastering & Services Limited and includes its officers, employees, agents
and subcontractors.
“Painting work” means the work we undertake as set out in the Quotation or variations.
“Quotation” means any offer or tender or specifications listed in the Quotation rendered in writing
to you.
“writing” means any representation of words, figures or symbols capable of being rendered in visible
form.
Supply of Goods and ServicesTerms and Conditions
Terms and Conditions – Supply of Goods and Services
1. Definitions
In these terms of trade:
Account means the Customer account with the Vendor.
Customer means the person or entity requesting and receiving the Goods or Service or any person acting with
ostensible authority on behalf of the Customer.
Goods or Services means goods or services supplied by the Vendor to the Customer at any time.
Guarantor means any party executing a guarantee of the Customers account with the Vendor.
Site means where the Goods and Services will be used as per stated on the accepted Quotation.
Vendor means Plastering & Services Ltd.
2. Acceptance
If a verbal acceptance has been received and an order has been placed by the Vendor for the quoted works, this order shall constitute
acceptance by the Customer of these Terms and Condition of Trade even if a signed acceptance has not been received by the vendor at
the time of starting on site.
3. Quotation
Where a quotation is given by the Vendor for the supply of Goods and Services:
1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue;
2. The quotation shall be exclusive of Goods and Services Tax (GST) unless specifically stated to the contrary;
3. The Vendor reserves the right to alter the quotation because of circumstances beyond its control, but this will be
done in writing to the customer within seven (7) days of identifying any changes.
4. Where a variation or a scope change occurs after the quote acceptance has been given which increases the total
quotation value, this extra work will be on a charge up basis of cost + 15% margin.
4. Provision of Services
1. Upon the Vendor delivering Goods or providing Services to the Customer shall ensure adequate safe storage
facilities are provided for protection against theft and damage of the Goods or any equipment or other items
belonging to the Vendor at no cost to the Vendor.
2. The Customer acknowledges that it solely shall be responsible for arranging and providing convenient access for
the Goods and provision of Services to the proposed place of installation.
3. Where installation or supply of the Goods or Provision of the Services is required of the Vendor by the Customer
and installation or supply is required to be coordinated with other trades the Customer shall provide the Vendor
with a schedule detailing all relevant information relating to installation or supply with sufficient time allowed for
the Vendor to meet start dates.
4. The delivery or supply period shall be extended to cover delays caused by strikes, lockouts, prohibition, non-
availability of materials or any circumstances beyond the Vendors control.
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5. Health and Safety in Employment Act 1992
The Vendor shall be responsible for the action of its employees in terms of section 15 of the Health and Safety in Employment Act 1992
('HESA').
The Act applies to all New Zealand workplaces and places duties on Employers, the Self Employed, Employees, Principals and other who
are in a position to manage or control hazards.
6. Terms of Payment
1. Unless otherwise specified, payment for all Goods and services shall be made:
1. For domestic customers no later than the 7th day following invoice; or
2. For commercial customer no later that the 20th day of the month following invoice.
2. The Vendor may, at its sole discretion, submit to the customer progress invoices during the job whilst the works are
underway, which are to be paid as per 6.1.
3. The Vendor may, at its sole discretion, require payment of a deposit by the Customer of $1,000 prior to placing any Order.
4. Interest will accrue on all amounts overdue at the rate of 2.5% per month and will be calculated on a day by day basis until
payment is made in full.
5. All costs incurred by the Vendor as a result of a default by the Customer including but not limited to administration charges,
debt collections costs and legal costs as between solicitor and client shall be payable by the Customer.
6. If the Customer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be
wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or if a receiver is appointed
for all or any assets of the Customer, the Vendor may cancel any Order without prejudice to any other rights it may have and
payment for all completed Orders shall immediately become due.
7. Taxes and Duties
Unless expressly included in any quotation given by the Vendor, Goods and Services Tax and other taxes and duties assessed or levies in
connection with the supply of the Goods and Services to the Customer are not included in the price and shall be the responsibility of the
Customer or, where the payment of such taxes or duties is the responsibility or the Vendor at law, the price shall be increased by the
amount of such taxes or duties.
8. Errors or Omissions
Clerical errors or omissions, whether in computation or otherwise in the quotation, acknowledgment or invoice shall be subject to
correction.
9. Ownership / General Lien
1. The Vendor shall retain ownership of all Goods supplied until it receives payment in full or all amounts owing by the
Customer for all Orders.
2. If any of the Goods are incorporated in or used as material for other goods before payment is made, ownership in the whole
of the other goods shall be and remain with the Vendor until payment is made.
10. Recovery of Goods
1. In the event of non-payment or if payment of the Customer's Account is overdue the Vendor shall be entitled without
prejudice to any right it has at law or in equity to enter the place where the Goods are stored whether the Customer's premises
or property or the premises or property of a third party for the purpose of recovering and taking possession of the balance of
Goods supplied not yet used.
2. The Vendor will not be responsible for any damage reasonably caused in the course of removal of balance of Goods supplied
either in the possession of the Customer or a third party and the Customer indemnifies the Vendor to the full extent in respect
of damage caused in the course of removal from the property of a third party.
3. The Vendor may take back to the manufacturer the balance of Goods and apply the credit towards payment of the
Customer's outstanding Account with the Vendor. Any shortfall will remain the liability of the Customer. The Customer
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indemnifies the Vendor for all costs and expenses including legal costs as between solicitor and client which the Vendor may
incur in recovering the Goods and any monies owed to it.
11. Warranties
1. Where applicable, manufacturer's & workmanship warranties will attach to the Services.
2. The vendor can only provide warranties on newly applied plaster systems and not on existing done by others as we cannot
warrant anything done by others.
3. Manufacture & Workmanship warranties will only become available to the Customer once full payment has been made to
the Vendor. Exceptions to this rule can be made but only on a “case by case” basis, and then it is still at the Vendors discretion
whether this exception is upheld.
4. Where the Consumers Guarantees Act 1993 applies the Customer shall have all the rights and remedies provided under this
Act but no others. The Customer warrants to the Vendor that any Goods and Services supplied by the Vendor under any order
with the Vendor are being acquired by the Customer for the purpose of its business and the Consumer Guarantee's Act 1993
does not apply to the supply of those Goods and Services.
12. Compliance
The Customer shall be solely responsible for obtaining any necessary permits under and for compliance with all legislation, regulation, by-
laws or rules having the force of law in connection with the installation operation and provision of the Goods and Services.
13. Cancellation
The Customer shall not be entitled to cancel an Order other than as allowed pursuant to these Terms and Condition of Trade.
14. Events of Default
All payments shall become immediately due to the Vendor and the Vendor may at its option suspend or terminate these Terms and
Condition of Trade and / or exercise any of the remedies available to it under these Terms and Condition of trade in the event that:
1. A receiver is appointed over any of the assets or undertaking of the Customer;
2. An application for the appointment of a liquidator is filed against the Customer which remains unsatisfied for a period of 10
days, or any of the conditions necessary to render the Customer liable to have a liquidator exist, or a liquidator is incorporated.
3. The Customer goes into voluntary liquidation, amalgamates with another company or acquires its own shares in accordance
with the Companies Act 1993;
4. The Customer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme
with its creditors; or
5. The Customer becomes insolvent within the meaning of the Insolvency Act 2006 or is, becomes, or is presumed to be unable
to pay its debts as they fall due as defined section 287 of the Companies Act 1993; or commits any act of bankruptcy.
15. Liability
1. The Vendors Liability to the Customer shall be limited to the value of the Quotation supplied.
2. The Sale of Goods Act 1908, The Fair Trading Act 1986 and other statutes may imply warranties or condition or impost
obligation upon the Vendor which cannot by law (or which can only to a limited extent by law) be excluded or modified. In
respect of any such implied warranties, conditions or terms imposed on the Vendor the Vendor's liability shall, where it is
allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
3. Except as otherwise provided above the Vendor shall not be liable for any loss or damage of any kind whatsoever, arising
from the supply of Goods and Services by the Vendor to the Customer including consequential loss whether suffered or
incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and
irrespective of whether such loss or damage arises directly or indirectly from Goods and services provided by the Vendor to the
Customer.
4. The Customer shall indemnify the Vendor against all claims and loss of any kind whatsoever however caused or arising as a
result of the negligence of the Vendor or otherwise, brought by any person in connection with any matter, act, omission, or
error by the Vendor its agents or employees in connection with the Goods and Services.
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16. Construction Contracts Act
1. All Orders that fit within the meaning of a Construction Contract pursuant to section 5 of the Construction Contracts Act
2002 ("CCA") are subject to the CCA and this clause.
2. The Customer acknowledges that the Vendor is entitled to progress payments in accordance with sections 16 and 17 of the
CCA and will make payment on the due date for payment as defined in section 18 of the CCA and clause 6.1. Of these Terms &
Conditions.
3. The Vendor retains the right to claim under the CCA by submitting a Payment Claim as defined in the CCA, in writing,
identifying the contract, indentifying the item, the period to which it relates, the amount claimed, when it is due to be paid and
detailing how the claim is calculated.
4. In the event of a dispute regarding the Payment Claim the parties shall resolve the matter using the binding fast track
process in Part 3 of the CCA.
5. The Vendor does not accept any liability whatsoever for loss or damage resulting from defects in designs prepared by any
third party. Any such defect discovered by the Vendor will be brought to the attention of the Customer forthwith. If the
Customer then chooses to proceed with a defective design the Customer shall confirm same in writing and indemnifies the
Vendor against any loss or liability. The Vendor shall be entitled to cease the provision of Services until such time as the
requested indemnity is provided by the Customer in writing. 6. Should the Vendor be asked to incorporate any new, used or
second hand products the Customer acknowledges that no warranty is given as to the quality of suitability for any purpose of
the4 products before, during or after installation.
17. Personal Guarantee of Company directors or Trustees
If the Customer is a Company or Trust, the Director(s) or Trustee(s) signing this contract, in consideration for the Vendor agreeing to
supply Goods and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly
and severally personally guarantee as principal debtors to the Vendor the payment of any and all moneys now or hereafter owed by the
Customer to the Vendor and indemnify the Vendor against non-payment by the Customer. Any personal liability of a signatory hereto shall
not exclude the customer in any way whatsoever from the liabilities and obligation contained in these Terms and Condition of Trade. The
signatories and the Customer shall be jointly and severally liable under the Terms and Condition of Trade and for payment of all sums due
hereunder.
18. Assignment
1. The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of the
Vendor.
2. The Vendor is entitled at any time to assign to any other party all or any part of a debt which is owing to the Vendor.
3. The Vendor may also assign or sub-contract any part of the work which is to be performed under any contract.
4. In respect of any assignment by the Vendor pursuant to this clause, the Assignee shall be entitled to the full rights of the
Vendor.
19. Disputes
1. In the event of any dispute arising between the Vendor and the Customer, such dispute shall in the first instance try to be
resolved between both parties, failing this it be referred to mediation for resolution.
2. In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to
mediation, either party may then take legal action to resolve the dispute.
3. Nothing in this clause prevents the Vendor from taking legal action to enforce payment of any debt due, nor where required
to seek interlocutory or injunctive relief.
20. Validity
If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the
remaining provisions shall not be affected, prejudiced or impaired.
21. Changes of General Terms and Conditions
1. The Vendor may at any time refuse an Order by the Customer or decline to approve any application by the customer for any
reason whatsoever.
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2. Failure by the Vendor to enforce any of the Terms and Conditions contained in these Terms and Conditions of Trade shall not
be deemed to be a waiver of any of the rights or obligations the Vendor has under these Terms and Conditions of Trade.
3. The Vendor may from time to time by written notice to the Customer amend, add to or repeal the trading conditions covered
by this Agreement or may substitute trading conditions and such amendment, addition or substitute trading conditions shall be
binding on the Customer fourteen days after the date of delivery of the notice.
22. Force Majeure
Neither the Vendor nor the Customer will be liable to the other for any breach of this Agreement by any extraordinary occurrences which
are beyond the reasonable control of the party in question.
23. Entire Agreement
These Terms and conditions of Trade constitute the entire agreement and supersede and extinguish all prior agreements and
understandings between the Vendor and customer.
24. Other Agreements
If there is inconsistency between these Terms and Conditions of Trade and any Order submitted by the Customer or any other
arrangement between the Vendor and Customer, These Terms and Conditions of Trade prevail unless otherwise agreed in writing by the
parties.
25. Governing Law
These Terms and Conditions of Trade will be interpreted in accordance with and governed by the laws of New Zealand and the New
Zealand Courts will have exclusive jurisdiction over nay dispute in relation to the Goods and Services.
