TERMS AND CONDITIONS OF TRADE
In these terms of trade:
“Account” means the Customer’s account with the Vendor;
“Customer” means the person or entity signing an Application for Credit or making an Order and any person acting with ostensible authority on behalf of the party named as the Customer;
“Goods” means goods supplied by the Vendor to the Customer at any time;
“Guarantor” means any party executing a Guarantee of the Customer's Account with the Vendor;
“Order” or “Orders” means any order or orders of the Customer to the Vendor to supply Goods and/or Services;
"PPSA" means the Personal Property Securities Act 1999;
“Services” means services supplied by the Vendor to the Customer at any time;
"Terms" means these Terms and Conditions of Trade;
“Vendor” means PIRTEK New Zealand and includes its agents and employees.
Orders will be on such forms as the Vendor may require from time to time.
Each Order will constitute acceptance by the Customer of these Terms.
Prices are subject to change without notice in the Vendor’s sole discretion. Unless otherwise specified all Orders will be charged at prices prevailing at the date of delivery of the Goods and/or Services.
(a) Where an Order makes provision for delivery then delivery will take place at the place stated in the Order. If no place is indicated then delivery will be made at the physical address of the Customer set out in the Order or Application for Credit.
(b) If the Customer is not in a position to accept or take delivery of the Goods or accept provision of the Services as scheduled the Customer will be responsible for all additional charges caused thereby.
(c) Delivery of Goods by the Vendor to a carrier is deemed to be delivery to the Customer.
(d) The Customer must notify the Vendor within two working days of delivery of any alleged defect, damage, failure to comply with description, or shortfall in Goods supplied, time being of the essence. The Customer shall afford the Vendor an opportunity to inspect the Goods within a reasonable time following such notification and before any use is made of the Goods. If the Customer fails to comply with this clause, the Customer shall be deemed to have accepted the Goods.
6. Access for Installation and Provision of Services
(a) The Customer will provide at no cost to the Vendor, adequate access and all necessary facilities including but not limited to power, lighting, unloading, hoisting and lifting facilities, labour, and site preparation for the purposes of installation and provision of Services and employee amenities which comply with all statutory requirements, including all requirements under the Health and Safety at Work Act 2015.
(b) If the Customer fails to supply adequate access in accordance with these Terms the Vendor may make a further charge to the Customer to cover the additional costs incurred arising from such failure as the Vendor considers reasonable in its discretion.
(c) Upon the Vendor delivering Goods the Customer will ensure adequate safe storage facilities are provided for protection against theft and damage of any Goods, equipment or other items belonging to the Vendor at no cost to the Vendor. The Customer will ensure that such Goods are securely kept, in good condition, and readily identifiable.
(d) Where installation or supply of the Goods or provision of the Services requires co-ordination with other trades the Customer will arrange for all such trades to co-ordinate delivery and acknowledges that delays may arise as a result.
(e) Any expected delivery dates will be deemed to be extended to cover delays caused by strikes, lockouts, prohibitions, non-availability of materials, Acts of God, or any circumstances beyond the Vendor's control.
7. Health and Safety at Work Act 2015
The Vendor will be responsible for all of its own duties and obligations under the Health and Safety at Work Act 2015 ("HSWA") including but not limited to the duty to ensure, so far as is reasonably practicable, the health and safety of its own workers. The Customer will be responsible for all of its duties and obligations under the HSWA in respect of the Customer's site including, but not limited to, the duty to ensure, so far as is reasonably practicable, that the workplace, the means of entering and exiting the workplace, and anything arising from the workplace, are without risks to the health and safety of any person, including the workers of the Vendor. The Customer will advise the Vendor prior to commencement of entering the Customer’s site and undertaking any work of any hazards and risks at the Customer’s site and the Customer will ensure appropriate resources and processes to eliminate or minimise risks to health and safety.
8. Time of Performances
Time will in no case be of the essence in respect of the delivery of Goods or the provision of Services. The Vendor will not be responsible or liable for any failure to deliver or delay in the delivery of Goods or the provision of Services and the Customer will not be entitled to cancel orders because of any such delay. Dates for delivery of Goods and provision of Services are given in good faith and are not to be treated as a condition of sale or purchase.
9. Terms of Payment
(a) Unless otherwise specified, payment for all Goods and Services will be made in full no later than the 20th day of the month following supply.
(b) All payments shall be made by the Customer without deduction, counterclaim, or set-off.
(c) The Vendor may, at its sole discretion, require payment of a deposit by the Customer prior to processing any Order.
(d) An administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this clause.
(e) Interest will accrue on all amounts overdue at the rate of 2.5% per month or part month and will be calculated on a daily basis on the outstanding balance until payment is received in full by the Vendor.
(f) All costs of or incurred by the Vendor as a result of a default by the Customer or which are incurred in the enforcement or attempted enforcement of the Vendor’s rights under these Terms including, but not limited to, administration charges, debt collection costs and legal costs as between solicitor and client are payable by the Customer.
(g) 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 will immediately become due.
(h) Overdue accounts may be passed on to an appropriate agency for collection which may result in the Customer’s credit rating being adversely affected. Supply of credit and/or Goods and Services may be stopped on overdue accounts.
(i) The Vendor reserves the right at any time to place a limit on the total credit allowance of the Customer’s Account to an amount that the Vendor deems to be appropriate in its own discretion.
Unless otherwise specified, where a written quotation is given by the Vendor for the supply of Goods and Services:
(a) the quotation will be valid for thirty (30) days from the date of issue;
(b) the Vendor reserves the right to alter the quotation because:
(i) the Customer requests variations to the supply of Goods and Services; and/or
(ii) of circumstances beyond the Vendor's control including, but not limited to, increases in the Vendor’s own costs of supply of goods, materials and labour.
11. Taxes and Duties
Unless expressly included in any quotation or Order, 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 will be the responsibility of the Customer or, where the payment of such taxes or duties is the responsibility of the Vendor at law, the price will be increased by the amount of such taxes or duties.
12. Payment Allocation
The Vendor may in its discretion allocate any payment received from the Customer towards any invoice that the Vendor determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer the Vendor may re-allocate any payments previously received and allocated. In the absence of any payment allocation by the Vendor, payment will be deemed to be allocated in such manner as preserves the maximum value of the Vendor's Purchase Money Security Interest (as defined in the PPSA) in the products.
13. Errors or Omissions
Clerical errors or omissions, whether in computation or otherwise in any Order, quotation, acknowledgement, or invoice will be subject to correction.
From the time of dispatch to the Customer by the Vendor, risk in all Goods supplied will pass to the Customer and any loss, damage or deterioration of the Goods will be borne by the Customer. The Customer will notwithstanding any loss, damage or deterioration of the Goods, remain liable to pay for the Goods in full. The Vendor accepts no responsibility or liability for Goods lost or damaged during the course of delivery.
(a) The Vendor will retain ownership of all Goods supplied until it receives payment in full of all amounts owing by the Customer for all Orders and any other amounts outstanding under these Terms.
(b) If any of the Goods are attached, fixed or incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods will be and remain with the Vendor until payment is made. The Vendor’s Security Interest (as defined in the PPSA) in the Goods will continue in the terms of section 82 of the PPSA.
(c) The Vendor will have a right to stop and retrieve the Goods in transit whether or not ownership has passed.
(d) Until payment is made in full by the Customer, the Customer agrees:
(i) to enable the Goods to be readily identifiable as the property of the Vendor;
(ii) to hold the Goods as trustee for the Vendor and will deal with the Goods as agent for and on behalf of the Vendor (but will not hold the Customer out as an agent of the Vendor to any third parties);
(iii) that if the Goods are re-sold, the proceeds of re-sale will belong to the Vendor and the Customer will keep the proceeds of sale in a separate account for which separate records are kept.
16. Export Prohibition
(a) The Goods provided pursuant to these Terms are sold for use in New Zealand only and are not to be exported elsewhere, directly or indirectly, without the prior written consent of the Vendor.
(b) In the event that the Vendor consents to the export of the Goods the Customer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined.
17. Recovery of Goods
(a) In the event of non-payment or if payment of the Customer’s Account is overdue the Vendor will be entitled without prejudice to any other right it has at law or in equity to enter the place where the Goods are stored whether at the Customer’s premises or property or the premises or property of a third party for the purpose of recovering and taking possession of any Goods supplied.
(b) The Customer warrants to the Vendor that where the Goods are stored on the premises or property of a third party the Customer is acting as agent for the third party and has the full authority of the third party to authorise entry on to the premises or property of the third party for the purpose of recovering the Goods supplied without releasing the Customer from liability.
(c) The Vendor will not be responsible for any damage reasonably caused in the course of removal of Goods supplied whether such Goods are 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.
(d) The Vendor may resell any Goods seized pursuant to this clause and apply the proceeds towards payment of the Customer’s debt to the Vendor. Any shortfall will remain the liability of the Customer. The Customer 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.
(a) The Customer warrants that at the time of agreeing to these Terms the Customer’s business is solvent and able to meet all its liabilities in the ordinary course of business.
(b) Except for any warranty or fitness required at law all other warranties express or implied are hereby excluded including but not limited to any implied warranty or merchantability or fitness for any particular purpose. The Vendor shall not be liable for special, indirect or consequential damages or loss of vehicle, cargo, or profits.
(c) The Customer must satisfy itself that the Goods and Services as ordered are fit and suitable for the purpose for which they are required. The Vendor makes no warranties or representation and expressly negates any implied or expressed condition that the Goods and Services will be suitable for a particular purpose or use for which the Customer may use them. The Customer accepts all risk and responsibility for consequences arising from the use of the Goods and Services whether singularly or in combination with other Goods and Services.
(d) All of the Vendor's products are warranted to be free from defects in materials or workmanship for a period of seven (7) days from date of Delivery. The Customer must give notice in writing to the Vendor within seven (7) days from the date of delivery of the alleged defects in materials or workmanship. During this period the Vendor will at its option repair or replace without charge any products or part thereof found to be defective in material or workmanship. This warranty extends only to the Customer herein and does not extend to any product which has been subject to misuse, abuse, negligence, accident, alteration or unauthorised repair. Defective products must be returned to the Vendor that the Goods were purchased from, within 30 days from the date of delivery, quoting invoice numbers, transportation prepaid.
(e) Where the Customer is a consumer within the meaning of the Consumer Guarantees Act 1993 the Customer will have all the rights and remedies provided under that Act and as expressly provided herein but no others. Where the Customer is acquiring the Goods or Services for business purposes in terms of sections 2 and 43 of the Consumer Guarantees Act 1993, the Customer agrees that the provisions of that Act shall not apply to the sale of Goods and the supply of Services by the Vendor to the Customer.
(f) Except as expressly provided herein, no representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Goods and Services.
The Customer will be solely responsible for obtaining any necessary permits under and in compliance with all legislation, regulations, by-laws or rules having the force of law in connection with the installation operation and provision of the Goods and Services.
20. Cancellation and Returns
(a) The Customer will not be entitled to cancel an Order or return Goods other than as allowed pursuant to these Terms.
(b) Goods will only be accepted for return after discussion with and written agreement of the Vendor. Any request to return Goods must be made within ten (10) working days from the date of invoice. Non-standard products will not be accepted for return. Freight for such returns will be at the Customer's expense.
21. Personal Property Securities Act 1999
(a) The Customer acknowledges that these Terms constitute a security agreement which creates a purchase money security interest in favour of the Vendor in all Goods supplied by the Vendor to the Customer and Goods are supplied on that basis.
(b) The Customer acknowledges and agrees that by making an Order the Customer grants a security interest (by virtue of clause 15 of these Terms) to the Vendor in all Goods supplied by the Vendor to the Customer pursuant to that Order and any subsequent supplies of Goods to the Customer notwithstanding anything express or implied to the contrary contained in the Customer's Order and that such security interest constitutes a Purchase Money Security Interest as defined in the PPSA.
(c) The Customer grants to the Vendor a Security Interest in all of the Customer’s present and after-acquired property that the Vendor has performed Services on or to or in which Goods or materials supplied or financed by the Vendor have been attached or incorporated.
(d) The Customer agrees that the purchase money security interest has attached to the Goods and that the attachment of the purchaser money security interest has in no way been deferred or postponed form the date that the Goods are supplied to the Customer.
(e) The Customer undertakes:
(i) to sign any further documents and/or provide any further information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) which the Vendor may reasonably require to enable registration of financing statements or financing change statements on the Personal Property Securities Register ("PPSR");
(ii) not to register a financing change statement as defined in section 135 of the PPSA or make a demand to alter a financing statement pursuant to section 162 of the PPSA in respect of the Goods without the prior written consent of the Vendor;
(iii) to give the Vendor not less than 14 days' prior written notice of any proposed change in the Customer's name and/or any other changes in the Customer's details (including but not limited to changes in the Customer's address, facsimile number, email address; trading name or business practice);
(iv) to pay all costs incurred by the Vendor in registering and maintaining any financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce any security interest created by these Terms including executing subordination agreements;
(v) to be responsible for the full costs incurred by the Vendor (including actual legal fees and disbursements on a solicitor/client basis) in obtaining an order pursuant to section 167 of the PPSA; and
(vi) to waive any rights it may have under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
(f) Pursuant to section 148 of the PPSA, unless otherwise agreed to in writing by the Vendor, the Customer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest. The Customer also waives the right to object to any proposal to retain repossessed Goods under clause 120 of the PPSA.
(g) To the maximum extent permitted by law, the Customer waives its rights and, with the Vendor's agreement, contracts out of its rights under sections referred to in sections 107(2), 8(e) and (g) to (l) of the PPSA.
(h) The Customer agrees that nothing in section 113, 114(1)(a), 117(1)(c), 125, 132, 133 and 134 of the PPSA will apply to these Terms or the security interest under these Terms, and, with the Vendor's agreement, contracts out of such sections.
(i) The Customer and the Vendor agree that section 109(1) of the PPSA is contracted out of in respect of particular Goods if and only for as long as the Vendor is not the secured party with priority over all other secured parties in respect of those Goods and Services.
(j) If the Vendor has cause to exercise its rights under section 109 of the PPSA, including but not limited to the Customer’s failure to make full payment for the Goods and other charges (if any), then the Vendor has a right without notice, and without being in any way liable to the Customer or to any person or other entity claiming through the Customer and without prejudice to any of the Vendor’s other rights, to enter upon the Customer’s premises by the Vendor’s agents or servants to exercise the Vendor’s rights under section 109 of the PPSA.
(k) The Customer agrees that immediately on request by the Vendor the Customer will procure from any third parties such agreement and waivers as the Vendor may at any time require to protect the Vendor's security position.
22. Events of Default
All payments will become immediately due to the Vendor and the Vendor may at its option and without prejudice to any of its rights suspend or terminate these Terms and/or exercise any of the remedies available to it under these Terms in the event that:
(a) a receiver is appointed over any of the assets or undertaking of the Customer;
(b) 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 appointed;
(c) the Customer goes into voluntary liquidation, amalgamates with another company or acquires its own shares in accordance with the Companies Act 1993;
(d) the Customer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme with its creditors; or
(e) 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 in section 287 of the Companies Act 1993 or commits any act of bankruptcy.
23. Authority to Sell Goods and Services Supplied
Notwithstanding that title in all Goods and Services is retained by the Vendor, the Customer is authorised to sell the Goods and Services in the ordinary course of business provided that the authority may be removed by written notice if the Vendor considers the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations to the Vendor and will be deemed automatically revoked if any of the events in clause 22 occur.
24. Sale of Goods and Services Supplied
(a) Where Goods not already passed to the Customer are sold by the Customer in the ordinary course of business, the book debt created on the sale and the proceeds of sale when received will be held by the Customer for the Vendor in terms of section 45 of the PPSA.
(b) Where any proceeds of sale are placed in the Customer’s bank account the funds in the Customer’s bank account will be deemed to be held on trust for the Vendor to the extent of the proceeds of sale.
(c) Where any payments are made from the Customer’s bank account otherwise than to the Vendor, payment will be deemed to have been made from all other funds in the Customer’s bank account and not from funds held on trust for the Vendor .
(d) The obligation to hold funds in trust imposed by this clause and the Vendor’s entitlements under the PPSA will continue for so long as the Vendor is unpaid for all Goods and Services supplied to the Customer.
Without prejudice to such other rights as the Vendor may have pursuant to these Terms, the Vendor reserves the right to request from the Customer such security as the Vendor may from time to time think desirable to secure to the Vendor all sums due to the Vendor and may refuse to supply further Goods and Services to the Customer until such security is given.
(a) The Vendor’s liability to the Customer will be limited to the value of the Order supplied out of which any such liability arose.
(b) The Contract and Commercial Law Act 2017, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations 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 will, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
(c) Except as otherwise provided above the Vendor will 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 special, indirect, or consequential loss or damage 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.
(d) The Customer indemnifies the Vendor and its officers, directors, agents, advisers, and employees against all actions, proceedings, losses, damages, liabilities, claims, costs, expenses, and loss of any kind whatsoever however caused or arising on a full indemnity basis and without limiting the generality of the foregoing of this clause whether 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.
27. Copyright And Intellectual Property
(a) Unless it is specifically agreed in writing to the contrary, the Vendor retains all intellectual property rights, including copyright, patents, registered designs, source code, and all protection of confidential information in respect of any Goods and Services provided by the Vendor for/to the Customer.
(b) The Customer will at all times keep the Vendor advised of any infringement or potential infringement by a third party of the Vendor's intellectual property rights.
(c) The Customer will immediately advise the Vendor of any alleged infringement by the Vendor of a third party's intellectual property rights. The Customer will indemnify and hold harmless the Vendor against any losses, costs, actions or liabilities suffered or incurred as a consequence of such infringement or alleged infringement.
(d) The Vendor owns and has copyright in all designs, specifications, documents, source code and software produced by the Vendor in connection with the Goods and Services provided pursuant to these Terms and the Customer may use any Goods incorporating the same if such Goods are paid for in full and applied for the purpose for which they were intended and supplied by the Vendor.
28. Dimensions and Specifications
(a) Dimensions and specifications contained or referred to in any Order, catalogues, brochure or other publications maintained or issued by the Vendor are estimates only.
(b) Unless otherwise expressly agreed in writing, it is not a condition of these Terms or any Order that the Goods and Services will correspond precisely with any dimensions and specifications recorded in an Order and customary tolerances or in the absence of customary tolerances, reasonable tolerances will be allowed.
29. Personal Guarantee of Company Directors or Trustees
If the Customer is a Company or Trust, the Director(s) or Trustee(s) accepting these Terms, 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 will not exclude the customer in any way whatsoever from the liabilities and obligations contained in these Terms. The signatories and the Customer will be jointly and severally liable under these Terms and for payment of all sums due hereunder.
(a) The Customer will not assign all or any of its rights or obligations or any debt (or part thereof) under these Terms without the written consent of the Vendor.
(b) The Vendor may assign all or any of its rights or obligations under these Terms to any person (including the benefit of any security interest created under these Terms and any associated financing statement(s)) and may also assign or sub-contract any part of the provision of the Goods and Services which is to be performed under any contract.
(c) In respect of any assignment by the Vendor pursuant to this clause, the Assignee will be entitled to the full rights of the Vendor.
(a) In the event of any dispute, difference of question which may arise at any time between the Vendor and the Customer with respect to these Terms and/or any Order, the parties shall endeavour to resolve such dispute, difference or question amicably by discussion between the parties in good faith.
(b) In the event resolution is not achieved through discussion direct within ten (10) working days then either party may refer the dispute to mediation for resolution in terms of the standard mediation agreement under the Resolution Institute (New Zealand).
(c) 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.
(d) Nothing in this clause prevents the Vendor from taking immediate legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.
All notices to the Vendor required or committed under these Terms are to be served as provided in section 387 of the Companies Act 1993. All notices to the Customer required or committed under these Terms may be served by ordinary post or email to an address provided to the Vendor by the Customer on the Application for Credit or at any other time (and in the case of ordinary posting a notice is deemed to have been served on the third working day following the date of posting and in the case of email, a notice is deemed to have been served when it is sent).
If any provision of these Terms is invalid, void or illegal, or unenforceable the validity, existence, legality, and enforceability of the remaining provisions will not be affected, prejudiced, or impaired.
34. Changes of General Terms and Conditions
(a) 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.
(b) The existence of an account by the Customer with the Vendor does not automatically entitle the Customer to credit in the future.
(c) Failure by the Vendor to enforce at any time or for any period any on or more of the terms and conditions contained in these Terms will not be deemed to be a waiver of any of the rights or obligations the Vendor has under these Terms.
(d) The Vendor may from time to time by written notice to the Customer amend, add to or repeal the trading conditions covered by these Terms or may substitute any fresh trading conditions and such amendment, addition or substitute trading conditions will be binding on the Customer fourteen days after the date of delivery of the notice.
35. Force Majeure
Neither the Vendor nor the Customer will be liable to the other for any breach of these Terms by any extraordinary occurrences which are beyond the reasonable control of the party in question including, but not limited to, emergencies, Acts of God, extreme weather conditions, epidemics, pandemics, civil disruption or industry wide industrial action, electrical faults, defaults of manufacturers, suppliers, shipping agents or companies, government, customer or transport restrictions.
(a) The Customer and the Guarantor(s) authorise the Vendor to hold and use the information supplied by the Customer and the Guarantor(s) for the purposes of assessing the Application for Credit, administering the Customer’s account and marketing products to the Customer. The Customer and the Guarantor(s) agree that the Vendor may disclose personal information to such third parties (including credit reporting agencies and debt collection agencies) as the Vendor in its sole discretion deems necessary, for the purpose of managing and controlling the credit the Vendor extends to the Customer and recovering any debts owed to the Vendor by the Customer. If the Customer and/or the Guarantor(s) are individuals then they are are entitled to have access to the personal information held by the Vendor about them and to correct it from time to time.
(b) The Customer and the Guarantor(s) irrevocably authorise the Vendor to use any information supplied to the Vendor, to obtain any information concerning the Customer and the Guarantor(s) from any source, for the purposes of assessing the Customer’s and the Guarantor(s)’s credit history.
(c) The Customer and the Guarantor(s) agree that they must notify the Vendor of any changes in circumstances that may affect the accuracy of any information provided to the Vendor.
37. Electronic Communications
If the Customer has provided the Vendor with an email address for communication purposes the Vendor will fully comply with all requirements under the Unsolicited Electronic Messages Act 2007.
38. Entire Agreement
These Terms constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Vendor and the Customer.
39. Binding on successors
These Terms shall be binding on the legal representatives, assignees, and successors of both parties.
40. Other Agreements
If there is inconsistency between these Terms and any Order submitted by the Customer or any other arrangement between the Vendor and Customer, these Terms prevail unless otherwise agreed in writing by the parties.
These Terms will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction over any dispute in relation to the Goods and Services