Terms and Conditions of Trade

1. Definitions
   1. “Agreement” means these Terms and Conditions of Trade which form part of and are intended to be read in conjunction with any Credit Account Application completed by or on behalf of the Customer and that incorporates the Guarantee.
   2. “Customer” means the person/s buying the Goods as specified in any credit application form, invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
   3. “Goods” means all Goods or Services supplied by the Seller to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
   4. “GST” means Goods and Services Tax.
   5. “Intellectual Property” means without limitation, patents, trademarks, branding, trade names, symbols, logos, business names, copyright, designs, trade secrets, formulae, methods, recipes, plans, specification, data, drawings, confidential information and know-how, licences, and any other similar proprietary rights, whether or not registered, whether or not capable of registration, vested or contingent, in any part of the world and all applications and rights to apply for registration, all renewals and extensions and all or any goodwill relating to or attaching to such rights.
   6. “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between the Seller and the Customer in accordance with clause 7 below.
   7. “Seller” means Brooklands Pet Products LP (registration number 50143652) T/A Brooklands Pet Products, its successors and assigns or any person acting on behalf of and with the authority of Brooklands Pet Products.
2. Acceptance
   1. The Customer is taken to have accepted and is immediately bound, jointly and severally, by this Agreement if the Customer places an order for the Goods.
   2. This Agreement may only be amended by written agreement between both parties and shall prevail to the extent of any inconsistency with any other document or verbal agreement between the Customer and the Seller.
   3. The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability. If, for any reason, Goods ordered by the Customer are not or cease to be readily available, the Seller may supply alternative Goods that are of reasonably comparable quality and specifications and may vary the Price in accordance with clause 7.2.
3. Electronic Signatures
   1. A party may sign this Agreement by way of the application of that Party’s electronic signature in accordance with Part 4 of the Contract and Commercial Law Act 2017 (CCLA).
4. Change in Control
   1. The Customer shall give the Seller not less than seven (7) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone number/s, or business practice). The Customer shall be liable for any loss incurred by the Seller as a result of the Customer’s failure to comply with this clause.
5. Retail Premises
   1. The Customer represents and warrants that it operates (and shall continue to operate for the duration of this Agreement) a physical retail premise that is:
      1. in New Zealand;
      2. open to the general public during usual business hours;
      3. of a standard and presentation consistent with the Seller’s brand positioning and distribution strategy; and
      4. suitable for the proper display, storage, and sale of the Goods.
   2. The Customer shall not, without the prior written consent of the Seller:
      1. retail the Goods exclusively online or via another non-physical retail model;
      2. retail the Goods outside New Zealand or via a third-party online platform; or
      3. make any material change to its retail premises or retail operations that may adversely affect the presentation or positioning of the Goods or the Seller’s brand.
   3. The Customer shall promptly notify the Seller in writing of any change (whether proposed or actual) to the Customer’s retail premises or retail operations, including any closure, relocation, material reduction in trading hours, or transition to an online-only model.
   4. The Seller may, at any time and on reasonable notice, inspect or review the Customer’s retail premises to assess compliance with this clause. The Customer shall provide the Seller (or its authorised representatives) with reasonable access to its retail premises for that purpose.
   5. Without prejudice to any other rights or remedies available to the Seller under this Agreement or at law, if the Seller (acting reasonably) determines that the Customer’s retail premises or retail operations are inconsistent with the Seller’s brand positioning or distribution strategy, or that the Customer has breached any provision of this clause, the Seller may:
      1. refuse to accept or fulfil any order for Goods;
      2. suspend the supply of Goods to the Customer; and/or
      3. terminate this Agreement by giving written notice to the Customer,
   6. The Seller shall not be liable to the Customer for any loss or damage arising from the exercise of its rights under this clause.
6. Animal Welfare
   1. This clause applies where the Goods supplied by the Seller to the Customer include live animals (including, without limitation, live fish) (Livestock).
   2. The Customer represents, warrants, and undertakes to the Seller that it shall at all times:
      1. maintain facilities that are suitable for the proper receipt, housing, and care of the Livestock, including (where applicable) adequate tank capacity, water quality, temperature control, filtration, aeration, and lighting appropriate to the species supplied;
      2. remove Livestock from transport packaging promptly upon delivery and transfer them to appropriate holding facilities without undue delay;
      3. ensure that all personnel involved in the handling, care, or sale of Livestock are appropriately trained and competent in animal husbandry practices relevant to the species supplied; and
      4. comply with all applicable laws, regulations, codes of practice, and industry standards relating to animal welfare (including, without limitation, the Animal Welfare Act 1999 and any regulations, codes of welfare, or minimum standards made or issued under that Act).
   3. The Seller may, at any time and without prior notice, inspect the Customer’s premises and facilities to assess compliance with this clause. The Customer shall provide the Seller (or its authorised representatives) with immediate access for that purpose.
   4. Without prejudice to any other rights or remedies available to the Seller under this Agreement or at law, if the Seller (acting reasonably) determines that the Customer has failed to comply with any provision of this clause or that the welfare of any Livestock supplied to the Customer is or may be at risk, the Seller may:
      1. immediately suspend the supply of all Livestock (and, at the Seller’s discretion, any other Goods) to the Customer without liability;
      2. refuse to accept or fulfil any order for Livestock; and/or
      3. terminate this Agreement by giving written notice to the Customer.
   5. The Seller shall not be liable to the Customer for any loss or damage arising from the exercise of its rights under this clause.
7. Price and Payment
   1. At the Seller’s sole discretion, the Price shall be either:
      1. the Seller’s quoted price (subject to clause 2.3) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days; or
      2. as indicated on any invoice provided by the Seller to the Customer.
   2. The Seller reserves the right to change the Price at any time before delivery if the Seller notifies the Customer of a variation to the Seller’s quotation (Variation). The Variation may include changes to the delivery or specifications of the Goods (including, but not limited to, any variation as a result of fluctuations in currency exchange rates or increases to the Seller in the cost of taxes, levies or stock availability) and will be detailed in writing, and shown as variations on the Seller’s invoice. The Customer 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 and payment of which must be made in full in accordance with clause 7.4.
   3. At the Seller’s sole discretion, a deposit may be required to be paid by the Customer and shall become immediately due and payable at the time of the order of the Goods.
   4. Time being of the essence for payment for the Goods, the Price will be payable by the Customer on the date/s determined by the Seller, which may be:
      1. on delivery of the Goods; or
      2. for certain approved Customers, twenty (20) days from the end of the month that the statement is dated.
   5. Payment may be made by cash, electronic funds transfer, or by any other method as agreed to by the Seller.
   6. The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Seller nor to withhold payment of any invoice because part of that invoice is in dispute.
   7. Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer 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
   1. Delivery of the Goods is taken to occur at the time that:
      1. the Customer or the Customer’s nominated carrier takes possession of the Goods at the Seller’s nominated address provided that:
         1. the Seller shall be deemed to have delivered the Goods by making them available for collection by the Customer at the Seller’s nominated facility (Ex-Works);
         2. risk of loss of the Goods shall pass to the Customer upon Ex-Works delivery;
         3. the Customer shall be solely responsible for arranging collection and all related costs (including insurance) of the Goods Ex-Works; or
      2. the Seller (or the Seller’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
   2. The Seller may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in this Agreement.
   3. Any time specified by the Seller for delivery of the Goods is an estimate only and the Seller will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that the Seller is unable to supply the Goods as agreed due to any action or inaction of the Customer or its representatives, then the Seller shall be entitled to charge a reasonable fee for redelivery and/or storage.
9. Risk
   1. Risk of damage to or loss of the Goods passes to the Customer on delivery, and the Customer must insure the Goods on or before delivery.
   2. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of this Agreement 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.
   3. If the Customer 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 Customer’s sole risk.
10. Title
    1. The Seller and the Customer agree that ownership of the Goods shall not pass until:
       1. the Customer has paid the Seller all amounts owing to the Seller; and
       2. the Customer has met all of its other obligations to the Seller.
    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 and until then the Seller’s ownership and rights in respect of the Goods shall continue.
    3. It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 8.1:
       1. the Customer is only a bailee of the Goods and must return the Goods to the Seller on request;
       2. the Customer holds the benefit of the Customer’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. The Seller will apply the insurance proceeds as follows:
          1. first, in payment of the Price of the Goods that are damaged or destroyed, if unpaid;
          2. second, in payment of the outstanding Price of any other Goods supplied to the Customer by the Seller whether under the terms and conditions or otherwise;
          3. third, in payment of any other sums payable to the Seller by the Customer on any account; and
          4. fourth, any balance is to be paid to the Customer;
       3. the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value with the Seller’s written consent. If the Customer sells, disposes or parts with possession of the Goods then the Customer 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;
       4. the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so with the Seller’s written consent, then the Customer 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;
       5. the Customer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods;
       6. the Seller may recover possession of any Goods in transit whether or not delivery has occurred;
       7. the Customer 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
       8. the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
    4. Risk of loss of the Goods passes to the Customer in accordance with clauses 8 and 9 despite the Seller retaining title to the Goods in accordance with this clause 10.
11. Personal Property Securities Act 1999 (“PPSA”)
    1. As security for:
       1. the payment or delivery of all amounts of any nature which the Customer (whether alone, jointly, or jointly and severally with any other person) is, or may at any time become, liable (whether actually or contingently) to pay or delivery to the Seller under this Agreement or otherwise; and
       2. performance by the Customer of its obligations to the Seller at any time under this Agreement or otherwise,

       the Customer charges and grants a security interest to the Seller in all of the Customer’s right, title and interest in:

       1. all Goods supplied by the Seller to the Customer from time to time; and
       2. all the Customer’s present and after acquired personal property.
    2. The Customer acknowledges that this Agreement constitutes a security agreement for the purposes of the PPSA.
    3. The Customer agrees and undertakes to:
       1. 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 (PPSR);
       2. indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any Goods charged thereby;
       3. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of the Seller; and
       4. 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.
    4. The Seller and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this Agreement.
    5. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
    6. The Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    7. The Customer 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.
    8. The Customer irrevocably authorises and consents to the Seller and each director of the Seller performing all necessary acts to give effect to the provisions of this clause 11, including, but not limited to, signing any document, completing any registration or filing (including any financing statement or financing change statement under the PPSA), and doing all other things on the Customer’s behalf as the Seller considers necessary or desirable to perfect, maintain, or enforce the Seller’s security interest in the Goods and/or collateral. This authority is given for valuable consideration, is irrevocable, and shall survive any termination of this Agreement until all obligations of the Customer to the Seller have been discharged in full.
12. Defects
    1. The Customer and the Seller acknowledge and agree:
       1. that they are both in trade;
       2. that the Goods are both supplied and acquired in trade for the purposes of a business;
       3. to contract out of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986, and to contract out of all provisions of the Consumer Guarantees Act 1993 (CGA) (including, without limitation, the guarantees as to acceptable quality, fitness for purpose, correspondence with description, and correspondence with sample);
       4. that all conditions, undertakings and warranties implied by Part 3 of the CCLA are excluded to the fullest extent permitted by law; and
       5. that it is fair and reasonable that the Customer and Seller are bound by this clause 12.1.
    2. The Customer shall inspect the Goods on delivery and shall within five (5) 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 (Defect Notice). The Customer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following receipt of the Defect Notice if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free of defects and will be deemed to have been accepted by the Customer, regardless of any actual or claimed defect or damage. For defective Goods, which the Seller has agreed in writing that the Customer has a valid claim, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods or repairing the Goods.
    3. Goods will not be accepted for return other than in accordance with 12.2 above, and provided that:
       1. the Seller has agreed in writing to accept the return of the Goods;
       2. the Goods are returned at the Customer’s cost within seven (7) days of the delivery date;
       3. the Seller will not be liable for Goods which have not been stored or used in a proper manner; and
       4. 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.
    4. The Seller may (in its discretion) accept the return of undamaged and non- defective Goods for credit but this may require the Customer to pay a handling fee of twenty percent (20%) of the Price of the returned Goods plus any freight
13. Warranty
    1. The Seller warrants that the Goods will correspond in all material respects with any description of, sample or quote relating to those Goods provided by the Seller to the Customer.
    2. 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 and fulfilled by the manufacturer of the Goods.
    3. Without limitation to clause 13.1, no warranty is given by the Seller as to the quality or suitability of the Goods for any purpose and all conditions, undertakings and warranties implied by Part 3 of the CCLA and by the CGA are expressly excluded to the fullest extent permitted by law. 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.
14. Intellectual Property
    1. All Intellectual Property rights in or relating to the Goods (including any Goods designed or developed specifically for the Customer) (including, without limitation, any designs, drawings, specifications, formulations, trade marks, trade names, branding, logos, and packaging) shall remain the exclusive property of the Seller or, where the Goods are manufactured or supplied to the Seller by a third party, the relevant third-party owner (“Third-Party IP Owner“). The Customer acquires no right, title or interest in any such Intellectual Property by virtue of the purchase of the Goods or otherwise under this Agreement, except for the right to on-sell the Goods in the ordinary course of the Customer’s business in their original form and packaging.
    2. The Customer must not, without the prior written consent of the Seller:
       1. use, reproduce, or display any trade mark, trade name, logo, branding, or other Intellectual Property of the Seller or any Third-Party IP Owner, except in connection with the on-sale of the Goods in their original form and packaging in the ordinary course of the Customer’s business;
       2. alter, remove, obscure, or tamper with any branding, labelling, packaging, trade mark, or other Intellectual Property notice applied to or accompanying the Goods;
       3. reverse engineer, decompile, analyse, or otherwise attempt to derive the composition, formulation, manufacturing process, or trade secrets embodied in the Goods; or
       4. use any Intellectual Property of the Seller or any Third-Party IP Owner in any manner that is, or is likely to be, misleading or deceptive, or that may damage the reputation or goodwill associated with such Intellectual Property.
    3. The Customer warrants that all designs, specifications or instructions given to the Seller will not cause the Seller to infringe any existing Intellectual Property in the execution of the Customer’s order. The Customer agrees to indemnify and hold harmless the Seller against all claims, actions, losses, damages, costs and expenses (including legal costs on a solicitor and own client basis) incurred by the Seller arising from or in connection with any breach of this warranty.
    4. The Customer must promptly notify the Seller in writing if the Customer becomes aware of any actual or suspected infringement, unauthorised use, or misappropriation of any Intellectual Property in or relating to the Goods (including the Intellectual Property of any Third-Party IP Owner). The Customer must provide such assistance as the Seller reasonably requests in connection with any steps taken by the Seller or the relevant Third-Party IP Owner to enforce or protect such Intellectual Property, at the Seller’s cost.
    5. The Customer agrees that the Seller may (at no cost) use for the purposes of marketing or entry into any competition, any Intellectual Property or Goods which the Seller has created for the Customer.
    6. The Customer acknowledges that the Seller may be subject to obligations to third-party manufacturers, licensors, or suppliers in respect of the Intellectual Property in the Goods and agrees that the restrictions and obligations in this clause 14 are reasonable and necessary for the Seller to comply with those obligations. A breach by the Customer of any provision of this clause 14 shall be deemed a material breach of this Agreement for the purposes of clause 18.
15. Parallel Importing
    1. In this clause, “Distributed Brand” means any brand, product line, or range of goods in respect of which the Seller is an authorised distributor in New Zealand, as notified by the Seller to the Customer from time to time in writing (including by way of the Seller’s website, product catalogue, or price list).
    2. The Customer must not, without the prior written consent of the Seller:
       1. source, procure, purchase, or otherwise acquire (whether directly or indirectly) any Distributed Brand goods from any person other than the Seller or the Seller’s authorised representative (“Unauthorised Goods“);
       2. offer for sale, sell, distribute, or otherwise deal in any Unauthorised Goods; or
       3. assist, facilitate, or encourage any third party to do any of the things described in paragraphs (a) or (b).
    3. Without prejudice to any other rights or remedies available to the Seller under this Agreement or at law, if the Seller (acting reasonably) determines that the Customer has breached any provision of this clause, the Seller may:
       1. refuse to accept or fulfil any order for Goods;
       2. suspend the supply of Goods to the Customer; and/or
       3. terminate this Agreement by giving written notice to the Customer.
    4. The Seller shall not be liable to the Customer for any loss or damage arising from the exercise of its rights under this clause.
16. Limitation of Liability
    1. In the event of any breach of this Agreement by the Seller the remedies of the Customer shall be limited to damages.
    2. Under no circumstances shall the maximum aggregate liability of the Seller under or in connection with this Agreement, and whether arising in contract, tort (including negligence) or otherwise, exceed the Price paid by the Customer for the affected Goods.
    3. The Seller shall not be liable to the Customer for any indirect, special or consequential loss or for any loss of profits or loss of goodwill.
17. Default and Consequences of Default
    1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate equivalent to the Seller’s bank’s commercial lending interest rate at the time plus 4%per annum 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.
    2. If the Customer owes the Seller any money the Customer 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).
    3. Further to any other rights or remedies the Seller may have under this Agreement, if a Customer has made payment to the Seller, and the transaction is subsequently reversed, the Customer 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 Customer’s obligations under this Agreement.
    4. Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel or suspend all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:
       1. 1. any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer may be unable to make a payment when it falls due;
          2. the Customer has exceeded any applicable credit limit provided by the Seller;
          3. the Customer becomes insolvent, convenes a meeting with its creditors, proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
          4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

       Any costs incurred by the Seller as a result of a cancellation or suspension pursuant to clause 17.4 will be immediately due and owing by the Customer to the Seller.

18. Cancellation and Termination
    1. This Agreement and/or any order may be terminated immediately by the Seller giving written notice to the Customer as a result of:
       1. the Customer’s default or material breach which is not capable of remedy or where the default or material breach is capable of remedy but the Customer fails to remedy the breach within five business days of receiving notice from the Seller requiring remedy; or
       2. the Seller becoming insolvent, or being subject to the appointment of a receiver, manager, liquidator, or statutory manager, or committing an act of bankruptcy, or making a scheme of arrangement with its creditors.
    2. The Seller may, without cause, terminate this Agreement, close a Customer’s account and/or cancel any order to which this Agreement applies by giving not less than ten (10) business days written notice to the Customer. On giving such notice the Seller shall repay to the Customer any money paid by the Customer in advance for undelivered Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
    3. On termination of this Agreement (for whatever reason) all sums owed by the Customer to the Seller shall become immediately due and payable.
    4. On termination of this Agreement by the Seller pursuant to clause 6.4, 5.5, 15.3 or 18.1, all accrued but unpaid rebates and other incentives otherwise due to the Customer shall be cancelled and of no further effect.
    5. In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by the Seller as a result of the cancellation (including, but not limited to, any loss of profits).
    6. Orders placed for Goods made to the Customer’s specifications, or for non-stocklist items, may not be varied or withdrawn without the prior written consent of the Seller (in its sole discretion). Cancellation or variation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will not be accepted once production has commenced.
19. Privacy Act 2020 and Marketing Communications
    1. The Customer authorises the Seller or the Seller’s agent to:
       1. access, collect, retain and use any information about the Customer;
          1. (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
          2. for the purpose of marketing products and services to the Customer in accordance with this clause 19; and
       2. disclose information about the Customer, whether collected by the Seller from the Customer 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 Customer.
    2. Where the Customer is an individual the authorities under clause 19.1 constitute authorities and consents for the purposes of the Privacy Act 2020.
    3. The Customer shall have the right to request from the Seller a copy of the information about the Customer retained by the Seller and the right to request the Seller to correct any incorrect information about the Customer held by the Seller.
    4. By entering into this Agreement, the Customer consents to receiving commercial electronic messages (as defined in the Unsolicited Electronic Messages Act 2007) and other marketing communications from the Seller, including but not limited to communications relating to the Seller’s products, services, promotions, offers, and industry updates. Such communications may be sent by email, SMS, or any other electronic means.
    5. The Customer acknowledges that the consent given in clause 19.4 constitutes express consent for the purposes of the Unsolicited Electronic Messages Act 2007. The Customer further acknowledges that this consent is given freely and on an informed basis, having had a reasonable opportunity to review
    6. For the avoidance of doubt, nothing in this clause 19 applies to or restricts the ability of the Seller to send transactional or operational communications in connection with the performance of this Agreement and/or commercial transactions between the Parties, including order confirmations, delivery notifications, invoices, account statements, and product recalls or safety notices, which the Seller may send at any time without requiring the Customer’s consent.
    7. The Customer may withdraw its consent to receiving marketing communications at any time by notifying the Seller in writing or by using any unsubscribe facility included in an electronic marketing communication. Upon receipt of such notice, the Seller shall cease sending marketing communications to the Customer within seven (7) working days, except to the extent that any communication has already been scheduled or dispatched prior to the expiry of that period.
20. Service of Notices
    1. Any written notice given under this Agreement shall be deemed to have been given and received:
       1. by handing the notice to the other party in person;
       2. by leaving it at the address of the other party as stated in this Agreement;
       3. if sending it by registered post to the address of the other party on the third business day after posting if posted in New Zealand, or on the seventh business day if posted to or from a place outside New Zealand, in each case from and including the date of postage; and
       4. if sent by email to the other party’s last known email address provided the sender does not receive any indication of the failure of, or delay in, delivery.
          1. Any notice or communication received or deemed received after 5pm or on a day which is not a usual business day in the place to which it is delivered, posted or sent will be deemed not to have been received until 9am on the next business day in that place.
21. General
    1. This Agreement comprises the entire agreement between the Parties in relation to the supply of Goods and supersedes any previous discussions, arrangements or representations between the Parties.
    2. The failure or delay by the Seller to enforce any provision of or right under this Agreement shall not be treated as a waiver of that provision or right or of any Guarantee held by the Seller, nor shall it affect the Seller’s right to subsequently enforce that provision, right or Guarantee. If any provision of this Agreement shall be found by a court or other competent authority to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    3. This Agreement and any contract to which they apply shall be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement (including non-contractual claims).
    4. The Customer shall not assign or sub-contract all or any part of their rights and obligations under this Agreement without the written consent of the Seller.
    5. The Seller may assign, license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
    6. The Customer agrees that the Seller may amend these terms and conditions by notifying the Customer in writing. Such changes shall be deemed to take effect from the date on which the Customer places, and will apply to, its next order for Goods (or such earlier date as the Parties may agree in writing).
    7. Except for payment obligations hereunder, neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, pandemic, epidemic, act of government (whether lawful or unlawful) or other event beyond the reasonable control of either party.
    8. Each Party represents and warrants to the other that they have the power to enter into this Agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Agreement creates binding and valid legal obligations on them.