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Terms & Conditions

Conditions of Use

The use of this website is subject to the Terms of Use as detailed below in conjunction with our standard Terms and Conditions for the supply of Goods and Services which together constitute the full agreement between you the client and ourselves. By using this website you acknowledge that you have read, accepted and agree to be bound by both of these sets of Terms and Conditions.

If you intend to transact through this website (i.e. purchase Goods and/or Services) then you warrant that you are at least 18 years of age, that you have the power to enter into this agreement and you acknowledge that this agreement creates binding and valid legal obligations upon you.

If you do not agree with or do not wish to accept the Terms and Conditions relating to this website, then please do not use this website. You are also advised that failure to accept our Terms and Conditions may result in your inability to access certain sections of this website.

Conditions of Sale NZ

1. Definitions
1.1 "Buyer" means the person/s, entities or any person acting on behalf of and with the authority of the Buyer requesting the Seller to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Buyer, is a reference to each Buyer jointly and severally; and
(b) if the Buyer is a partnership, it shall bind each partner jointly and severally; and
(c) if the Buyer is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Buyer's executors, administrators, successors and permitted assigns.
1.2 "Contract" means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.3 "Cookies" means small files which are stored on a user's computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client's computer. If the Buyer does not wish to allow Cookies to operate in the background when using the Seller's website, then the Buyer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
1.4 "Goods" means all Goods or Services supplied by the Seller to the Buyer at the Buyer's request from time to time (where the context so permits the terms ‘Goods' or ‘Services' shall be interchangeable for the other).
1.5 "Installation" shall mean the levelling and positioning of the Goods, removal of travel clamps, aligning of any auxiliary equipment, connection of all necessary air and power supplies at the machine, and checking and adjusting where necessary all lubricant levels but DOES NOT include the provision of a level site of sufficient strength capability for the Goods, the provision of which is the sole responsibility of the Buyer.
1.6 "Price" means the Price payable (plus any Goods and Services Tax ("GST") where applicable) for the Goods as agreed between the Seller and the Buyer in accordance with clause 7 below.
1.7 "Seller" means Machineryhouse (NZ) Pty Limited, its successors and assigns.

2. Acceptance
2.1 The Buyer acknowledges and agrees that:
(a) they have read and understood the terms and conditions contained in this Contract; and
(b) the Buyer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Buyer places an order for or accepts delivery of the Goods.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Buyer acknowledges that the supply of Goods on credit shall not take effect until the Buyer has completed a credit application with the Seller and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Goods requested exceeds the Buyer's credit limit and/or the account exceeds the payment terms, the Seller reserves the right to refuse delivery.
2.6 None of the Seller's agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Seller in writing nor is the Seller bound by any such unauthorised statements.
2.7 The Buyer:
(a) agrees that it does not rely on the skill or judgment of the Seller in relation to the suitability of the Goods for any particular purpose unless it has indicated that purpose in writing to the Seller and the Seller has acknowledged in writing that the Goods will be fit for that purpose;
(b) acknowledges that it has chosen the Goods relying on its own skill, expertise and experience; and
(c) acknowledges that delivery lead times advised by the Seller are indicative only and shall not be binding on the Seller.
2.8 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Errors and Omissions
3.1 The Buyer acknowledges and accepts that the Seller shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by the Seller in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by the Seller in respect of the Services.
3.2 In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of the Seller; the Buyer shall not be entitled to treat this Contract as repudiated nor render it invalid.

4. Change in Control
4.1 The Buyer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Buyer and/or any other change in the Buyer's details (including but not limited to, changes in the Buyer's name, address and contact phone or fax number/s, change of trustees or business practice). The Buyer shall be liable for any loss incurred by the Seller as a result of the Buyer's failure to comply with this clause.

5. On-Line Ordering
5.1 The Buyer acknowledges and agrees that:
(a) the Seller does not guarantee the website's performance;
(b) display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by the Seller;
(c) on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades;
(d) there are inherent hazards in electronic distribution, and as such the Seller cannot warrant against delays or errors in transmitting data between the Buyer and the Seller including orders, and you agree that to the maximum extent permitted by law, the Seller will not be liable for any losses which the Buyer suffers as a result of online-ordering not being available or for delays or errors in transmitting orders;
(e) when making a transaction through the website, the Buyer's information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by the Seller and/or displayed on the website. The encryption process ensures that the Buyer's information cannot be read by or altered by outside influences;
(f) if the Buyer is not the cardholder for any credit card being used to pay for the Goods, the Seller shall be entitled to reasonably assume that the Buyer has received permission from the cardholder for use of the credit card for the transaction.
5.2 The Seller reserves the right to terminate the Buyer's order if it learns that you have provided false or misleading information, interfered with other users or the administration of the Seller's business, or violated these terms and conditions.

6. Credit Card Information
6.1 The Seller will:
(a) keep the Buyer's personal details, including credit card details for only as long as is deemed necessary by the Seller;
(b) not disclose the Buyer's credit card details to any third party;
(c) not unnecessarily disclose any of the Buyer's personal information, except is accordance with the Privacy Act (clause 20) or where required by law.
6.2 The Buyer expressly agrees that, if pursuant to this Contract, there are any unpaid charges, other amounts due and outstanding by the Buyer, the Seller is entitled to immediately charge the Buyer's nominated credit card for these amounts, and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by the Buyer pursuant to the terms of this Contract.

7. Price and Payment
7.1 At the Seller's sole discretion the Price shall be either:
(a) as indicated on any invoice provided by the Seller to the Buyer; or
(b) the Price as at the date of Delivery of the Goods according to the Seller's current price list; or
(c) the Seller's quoted Price (subject to clause 7.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
7.2 The Seller reserves the right to change the Price if a variation to the Seller's quotation is requested. Variations will be charged for on the basis of the Seller's quotation, and will be detailed in writing, and shown as variations on the Seller's invoice. The Buyer shall be required to respond to any variation submitted by the Seller within ten (10) working days. Failure to do so will entitle the Seller to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
7.3 The Seller reserves the right to charge the Buyer for any fluctuation in foreign exchange currency rates resulting in an increase in the cost to the Seller of obtaining the Goods or delivering the Goods to the Buyer. The Buyer acknowledges that any sum charged by the Seller in respect of such fluctuation shall be based upon the entire purchase Price, irrespective of whether a deposit has been paid by the Buyer.
7.4 At the Seller's sole discretion a deposit may be required.
7.5 Time for payment for the Goods being of the essence, the Price will be payable by the Buyer on the date/s determined by the Seller, which may be:
(a) on or before delivery of the Goods;
(b) by way of instalments/progress payments in accordance with the Seller's payment schedule;
(c) for certain approved Buyers, due twenty (20) days following the end of the month in which a statement is posted to the Buyer's address or address for notices;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Buyer by the Seller.
7.6 Payment may be made by cash, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Buyer and the Seller.
7.7 The Seller may in its discretion allocate any payment received from the Buyer towards any invoice that the Seller determines and may do so at the time of receipt or at any time afterwards. On any default by the Buyer the Seller may re-allocate any payments previously received and allocated. In the absence of any payment allocation by the Seller, payment will be deemed to be allocated in such manner as preserves the maximum value of the Seller's Purchase Money Security Interest (as defined in the PPSA) in the Goods.
7.8 The Buyer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Buyer by the Seller nor to withhold payment of any invoice because part of that invoice is in dispute.
7.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Buyer must pay to the Seller an amount equal to any GST the Seller must pay for any supply by the Seller under this or any other contract for the sale of the Goods. The Buyer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Buyer pays the Price. In addition, the Buyer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

8. Delivery of Goods
8.1 Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery, or delivery of the Goods shall be made to the Buyer at the Seller's address.
8.2 Unless otherwise agreed in writing:
(a) the Seller shall arrange for transport of the Goods to the Buyer's specified delivery point; and
(b) the Seller is entitled to charge a delivery fee for such transport. The delivery fee shall be due and payable by the Buyer on the date for payment of the Price; but
(c) the Buyer is responsible for unloading the Goods from the transport vehicle; or
(d) if no delivery point has been specified by the Buyer, the Buyer shall collect the Goods from the Seller's premises within seven (7) days of the Seller notifying the Buyer that the Goods are ready for collection.
8.3 If the Seller notifies the Buyer that the Goods are ready for transport or collection and the Buyer requests the Seller to hold the Goods, or where clause 8.2(d) applies and the Buyer does not collect the Goods within seven (7) days of notification by the Seller that the Goods are ready for collection then;
(a) the Seller shall hold the Goods; and
(b) delivery shall be deemed to have occurred and the Goods shall be at the Buyer's risk from the time of the Buyer's request or failure to collect as per 5.2 (d); and
(c) the Seller shall be entitled to charge storage fees in respect of the Goods so stored. Storage fees shall be due and payable by the Buyer on the date for payment of the Price.
8.4 If the Seller has agreed in writing to install the Goods, then:
(a) the Seller shall arrange for the installation of the Goods;
(b) the Seller is entitled to charge a fee for the installation. The installation fee shall be due and payable by the Buyer on the date for payment of the Price.
8.5 The Seller may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions in this Contract of sale.
8.6 Delivery of the Goods to a third party nominated by the Buyer is deemed to be delivery to the Buyer for the purposes of this Contract.
8.7 The Seller may extend the anticipated delivery date without consultation with the Buyer. Where such an extension occurs, the Seller shall notify the Buyer of the extension as soon thereafter as is reasonably practicable.
8.8 In the event of any delay or failure to deliver, arising from any circumstances including, but not limited to, a Force Majeure occurrence;
(a) the Seller shall not be liable to any claims by the Buyer or for any loss, damage or expense suffered or incurred by the Buyer including consequential loss or damage whatsoever or howsoever arising out of that delay or failure; and
(b) the delay or failure shall not;
(i) relieve the Buyer of its obligation to pay the purchase Price; or
(ii) permit the Buyer to rescind the Contract and/or reject the Goods.
8.9 The failure of the Seller to deliver shall not entitle either party to treat this Contract as repudiated.

9. Risk
9.1 Risk of damage to or loss of the Goods passes to the Buyer on delivery and the Buyer must insure the Goods on or before delivery.
9.2 Delivery of the Goods shall be deemed to occur and the Goods shall be at the Buyer's risk, (subject to clause 7.3 above);
(a) in the case of transport to the Buyer's specified delivery point, upon the commencement of the unloading of the Goods from the transport vehicle;
(b) in the case of collection by the Buyer from the Seller's premises, upon the commencement of the loading of the Goods onto the Buyer's vehicle;
(c) in the case of installation, the risk in the Goods passes to the Buyer upon installation.
9.3 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Buyer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller is sufficient evidence of the Seller's rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.
9.4 If the Buyer requests the Seller to leave Goods outside the Seller's premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Buyer's sole risk.

10. Title
10.1 The Seller and the Buyer agree that ownership of the Goods shall not pass until:
(a) the Buyer has paid the Seller all amounts owing to the Seller; and
(b) the Buyer has met all of its other obligations to the Seller.
10.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
10.3 It is further agreed that until ownership of the Goods passes to the Buyer in accordance with clause 10.1:
(a) the Buyer is only a bailee of the Goods and must return the Goods to the Seller on request;
(b) the Buyer holds the benefit of the Buyer's insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
(c) the Buyer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Buyer sells, disposes or parts with possession of the Goods then the Buyer must hold the proceeds of any such act on trust for the Seller and must pay or deliver the proceeds to the Seller on demand;
(d) the Buyer should not convert or process the Goods or intermix them with other goods but if the Buyer does so then the Buyer holds the resulting product on trust for the benefit of the Seller and must sell, dispose of or return the resulting product to the Seller as it so directs;
(e) the Buyer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods;
(f) the Seller may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) the Buyer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Seller; and
(h) the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Buyer.


11. Personal Property Securities Act 1999 ("PPSA")
11.1 Upon assenting to these terms and conditions in writing the Buyer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods that have previously been supplied and that will be supplied in the future by the Seller to the Buyer, and the proceeds from such Goods as listed by the Seller to the Buyer in invoices rendered from time to time.
11.2 The Buyer undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Seller may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of the Seller; and
(d) immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
11.3 The Seller and the Buyer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
11.4 The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
11.5 Unless otherwise agreed to in writing by the Seller, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
11.6 The Buyer shall unconditionally ratify any actions taken by the Seller under clauses 11.1 to 11.5.
11.7 Subject to any express provisions to the contrary (including those contained in this clause 11), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

12. Security and Charge
12.1 In consideration of the Seller agreeing to supply the Goods, the Buyer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Buyer either now or in the future, and the Buyer grants a security interest in all of its present and after-acquired property, to secure the performance by the Buyer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.
12.2 The Buyer indemnifies the Seller from and against all the Seller's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Seller's rights under this clause.
12.3 The Buyer irrevocably appoints the Seller and each director of the Seller as the Buyer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Buyer's behalf.

13. Defects
13.1 The Buyer shall inspect the Goods on Delivery and shall within seven (7) days of Delivery (time being of the essence) notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following Delivery if the Buyer believes the Goods are defective in any way. If the Buyer fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which the Seller has agreed in writing that the Buyer is entitled to reject, the Seller's liability is limited to either (at the Seller's discretion) replacing the Goods or repairing the Goods.
13.2 Goods will not be accepted for return other than in accordance with 13.1 above, and provided that:
(a) the Seller has agreed in writing to accept the return of the Goods; and
(b) the Goods are returned at the Buyer's cost within seven (7) days of the Delivery date; and
(c) the Seller will not be liable for Goods which have not been stored or used in a proper manner; and
(d) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
13.3 The Seller may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of fifteen percent (15%) of the value of the returned Goods plus any freight.

14. Warranty
14.1 Subject to the conditions of warranty set out in clause 14.2 the Seller warrants that if any defect in any workmanship provided by the Seller becomes apparent and is reported to the Seller within twelve (12) months of the date of delivery (time being of the essence) then the Seller will either (at the Seller's sole discretion) replace or remedy the defect.
14.2 The conditions applicable to the warranty given by clause 14.1 are:
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Buyer to properly maintain any Goods or serviced item; or
(ii) failure on the part of the Buyer to follow any instructions or guidelines provided by the Seller; or
(iii) any use of any Goods or serviced item otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Goods or serviced item after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) the warranty shall cease and the Seller shall thereafter in no circumstances be liable under the terms of the warranty if the defect is repaired, altered or overhauled without the Seller's consent.
(c) in respect of all claims the Seller shall not be liable to compensate the Buyer for any delay in either replacing or remedying the defective Goods or Services or in properly assessing the Buyer's claim.
14.3 For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Seller shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
14.4 The conditions applicable to the warranty given on Goods supplied by the Seller are contained on the "Warranty Documentation" that will be supplied with the Goods.
14.5 In the case of second hand Goods, the Buyer acknowledges that full opportunity to inspect the same has been provided and accepts the same with all faults and that no warranty is given by the Seller as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Seller shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

15. Consumer Guarantees Act 1993 and the Fair Trading Act
15.1 If the Buyer is acquiring Goods for the purposes of a trade or business, the Buyer acknowledges that the provisions of the Consumer Guarantees Act 1993 ("CGA") do not apply to the supply of Goods by the Seller to the Buyer.
15.2 The Seller agrees to abide by the provisions of the Fair Trading Act ("FTA") where applicable.

16. Intellectual Property
16.1 Where the Seller has designed, drawn or developed Goods for the Buyer, then the copyright in any designs and drawings and documents shall remain the property of the Seller. Under no circumstances may such designs, drawings and documents be used without the express written approval of the Seller.
16.2 The Buyer warrants that all designs, specifications or instructions given to the Seller will not cause the Seller to infringe any patent, registered design or trademark in the execution of the Buyer's order and the Buyer agrees to indemnify the Seller against any action taken by a third party against the Seller in respect of any such infringement.

17. Default and Consequences of Default
17.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Seller's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
17.2 If the Buyer owes the Seller any money the Buyer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Seller's collection agency costs, and bank dishonour fees).
17.3 Further to any other rights or remedies the Seller may have under this Contract, if a Buyer has made payment to the Seller, and the transaction is subsequently reversed, the Buyer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Seller under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Buyer's obligations under this Contract.
17.4 Without prejudice to the Seller's other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:
(a) any money payable to the Seller becomes overdue, or in the Seller's opinion the Buyer will be unable to make a payment when it falls due;
(b) the Buyer has exceeded any applicable credit limit provided by the Seller;
(c) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer.

18. Cancellation
18.1 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment) under these terms and conditions the Seller may suspend or terminate the supply of Goods to the Buyer. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller has exercised its rights under this clause.
18.2 The Seller may cancel any Contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Buyer. On giving such notice the Seller shall repay to the Buyer any money paid by the Buyer for the Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
18.3 Where the Buyer wishes to cancel Delivery of the Goods and/or Services, it shall be the Buyer's responsibility to provide the Seller with at least twenty-four (24) hours written notice from the day of the placement of the order. In the event that notice is received outside of the prescribed timeframe the Buyer acknowledges and agrees that they shall be liable for all losses incurred (whether direct or indirect) by the Seller as a direct result of the cancellation (including, but not limited to, any loss of profits).
18.4 Cancellation of orders for Goods made to the Buyer's specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

19. Limitation of Liability and Indemnity
19.1 Subject to the CGA, the Seller shall be under no liability whatsoever to the Buyer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these terms and conditions (alternatively the Seller's liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
19.2 Without limiting the generality of clause 13.1, the Seller shall not be liable for any costs of recovery of the Goods from the field, loss of use of the Goods, loss of time, inconvenience, incidental or consequential loss or damage, or for any other loss or damage, whether ordinary or exemplary, caused either directly or indirectly by use of the Goods.
19.3 The Seller shall not be liable for any defect, damage or other malfunction caused to the Goods by misuse, neglect, accident, vandalism, damage in transit, normal wear and tear, alteration, modification or unusual physical, environmental or electrical stress.
19.4 Without prejudice to any other rights the Seller may have against the Buyer, and to the extent permitted by law, the Buyer hereby agrees to indemnify and keep indemnified the Seller against any loss, damage or expense (including, without limitation, costs, whether or not the subject of a court order) incurred by it should the Buyer breach the Contract or cancel any order or part thereof for the Goods after entry into the Contract.
19.5 Nothing in the Contract shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including, but not limited to, the Fair Trading Act 1986) and which by law cannot be excluded, restricted or modified.

20. Privacy Policy
20.1 All emails, documents, images or other recorded information held or used by the Seller is "Personal Information" as defined and referred to in clause 20.3 and therefore considered confidential. The Seller acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 ("the Act") including Part II of the OECD Guidelines as set out in the Act. The Seller acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Buyer's Personal Information, held by the Seller that may result in serious harm to the Buyer, the Seller will notify the Buyer in accordance with the Act. Any release of such Personal Information must be in accordance with the Act and must be approved by the Buyer by written consent, unless subject to an operation of law.
20.2 Notwithstanding clause 20.1, privacy limitations will extend to the Seller in respect of Cookies where the Buyer utilises the Seller's website to make enquiries. The Seller agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Buyer's:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to the Seller when the Seller sends an email to the Buyer, so the Seller may collect and review that information ("collectively Personal Information")
If the Buyer consents to the Seller's use of Cookies on the Seller's website and later wishes to withdraw that consent, the Buyer may manage and control the Seller's privacy controls via the Buyer's web browser, including removing Cookies by deleting them from the browser history when exiting the site.
20.3 The Buyer authorises the Seller or the Seller's agent to:
(a) access, collect, retain and use any information about the Buyer;
(i) including, name, address, D.O.B, occupation, driver's license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice for the purpose of assessing the Buyer's creditworthiness; or
(ii) for the purpose of marketing products and services to the Buyer.
(b) disclose information about the Buyer, whether collected by the Seller from the Buyer directly or obtained by the Seller from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Buyer.
20.4 Where the Buyer is an individual the authorities under clause 20.3 are authorities or consents for the purposes of the Privacy Act 2020.
20.5 The Buyer shall have the right to request (by e-mail) from the Seller, a copy of the Personal Information about the Buyer retained by the Seller and the right to request that the Seller correct any incorrect Personal Information.
20.6 The Seller will destroy Personal Information upon the Buyer's request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
20.7 The Buyer can make a privacy complaint by contacting the Seller via e-mail. The Seller will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Buyer is not satisfied with the resolution provided, the Buyer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.

21. Service of Notices
21.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party's last known email address.
21.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

22. Trusts
22.1 If the Buyer at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust ("Trust") then whether or not the Seller may have notice of the Trust, the Buyer covenants with the Seller as follows:
(a) the Contract extends to all rights of indemnity which the Buyer now or subsequently may have against the Trust and the trust fund;
(b) the Buyer has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Buyer against the Trust or the trust fund. The Buyer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
(c) the Buyer will not without consent in writing of the Seller (the Seller will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Buyer as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust property.

23. Lien and Stoppage in Transit
23.1 Where the Seller has not received, or been tendered the whole of the Price, or the payment has been dishonoured, the Seller shall have:
(a) a lien on the Goods;
(b) the right to retain the Goods whilst the Seller is in possession of of the Goods until such time as payment has been made in full;
(c) a right of stopping the Goods in transit whether or not delivery has been made or ownership has passed; and
(d) a right of resale,
(e) the foregoing right of disposal,
(f) the lien of the Seller shall continue despite the commencement of proceedings, or judgment for the Price having been obtained; and
(g) the Seller shall be under no obligation to release the Goods to the Buyer if the Buyer is in default of payment except as may be required by any law or statute.

24. General
24.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party's right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
24.2 These terms and conditions and any Contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Auckland, New Zealand.
24.3 The Seller may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Buyer's consent.
24.4 The Buyer cannot licence or assign without the written approval of the Seller.
24.5 The Seller may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Buyer agrees and understands that they have no authority to give any instruction to any of the Seller's sub-contractors without the authority of the Seller.
24.6 The Buyer agrees that the Seller may amend their general terms and conditions for subsequent future Contracts with the Buyer by disclosing such to the Buyer in writing. These changes shall be deemed to take effect from the date on which the Buyer accepts such changes, or otherwise at such time as the Buyer makes a further request for the Seller to provide Goods to the Buyer.
24.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, ("Force Majeure") or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Buyer to make a payment to the Seller.
24.8 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.