Terms & Conditions

These Terms and Conditions apply to all contracts for the supply of goods and/or services between the Company and the Client.

 

1. DEFINITIONS

1.1 In these Terms and Conditions, unless contrary to context:

Agreement means the agreement between the Company and the Client constituted by these Terms and Conditions and any Company Sale Document.
Client means the party specified in a Company Sale Document, as the buyer of the Company’s goods and services. Company means Thermaflow Ltd (CN 528754).
Company Sale Documents means, as the context requires, any:
(a) Proposal;
(b) Quotation;
(c) Purchase Order accepted by the Company; and/or
(d) any other form of written agreement, signed by the Company, for goods and services to be supplied by the Company to the Customer.

Deposit means the amount specified under a Company Sale Document as the deposit amount payable by the Client for the goods and services the subject of that Company Sale Document.
Proposal means the Company’s proposal for the sale of those goods and services described in the proposal document, and issued by the Company to the Client.
Purchase Order means the Company’s form of purchase order for the purchase of goods and services signed by the Client, whether issued pursuant to a Company Sale Document or otherwise.
Quotation means the prices or rates expressed by the Company in writing as a quote or indicative pricing for the goods and services to which they relate, whether set out in a Company Sale Document or otherwise in writing.
Terms and Conditions means these terms and conditions.

1.2 In the event of any inconsistency the following descending order of precedence will apply:
(a) the Quotation (if any);
(b) the Proposal (if any);
(c) these Terms and Conditions;
(d) Purchase Order accepted by the Company; and
(e) any other Company Sale Document.

2. PRICE AND QUOTATIONS

2.1 The Client acknowledges and agrees that in relation to a Quotation provided to the Client:
(a) the Quotation is based on:
(i) the rates and conditions as at the date of the Quotation; and
(ii) information received from the Client up to the date of the Quotation;
(b) the Quotations may change where circumstances occur outside of the Company’s control or where information that the Client provides is incorrect or not complete;
(c) the Company reserves the right to change the Quotation up to the date of delivery of the relevant goods or performance of the relevant services:
(i) where the Company’s cost of goods and services changes after the issue of the Quotation due to the imposition of any new government surcharges
(ii) where there is a change in the Company’s labour, materials, equipment and contractors costs, or a change in its supplier’s costs;
(iii) where there is a variation to the goods’ composition, or a change is required to be made to the manufacturing process or procedure of the relevant goods;
(iv) if there is a change to the rates of duty, charge, levy or tax set out in the Quotation or applicable to the relevant goods and services, arising as a result of a change in law or regulation or of any government direction or order;
(v) where a change is required to be made to any of the goods or spare parts, or in the performance of any service, due to a change of or the introduction of any law, regulation, code or standard; or
(vi) if there is a variation in the rates of exchange on imported goods affecting the prices set out in the Quotation.
(d) unless otherwise provided for in writing, Quotations remain open for acceptance by the Client for a period of 30 days from the date of the Quotation; and

2.2 Despite 2.1(d), the Company may withdraw a Quotation at any time prior to the Client’s acceptance.

2.3 Subject to the terms of the relevant Company Sale Document, the Client may accept a Quotation or other Company Sale Document by:
(a) providing to the Company a signed Purchase Order or other Company Sale Document before the expiry date for acceptance; and
(b) making payment of the Deposit to the Company by its due date, if required under the Company Sale Document,
provided that a Company Sale Document is not considered accepted nor is binding on the Company, until the Company accepts and approves the Company Sale Document in writing, in which case it then constitutes the Agreement between the Company and the Client in relation to the goods and services described in that Company Sale Document.

2.4 In the event that the Client makes payment of the Deposit in accordance with clause 2.3(b) but does not perform the obligation in clause 2.3(a), the Company may treat the Client as having, and in that case the Client is deemed to have, accepted the terms of the relevant Company Sale Document and these Terms and Conditions.

2.5 Unless otherwise specified in writing in a Company Sale Document, the Company’s goods and services will be priced at the Company’s then current rates and as otherwise set out in its price list.

 

3. CHANGE OF SPECIFICATION AND DRAWINGS

3.1 After receipt of a Purchase Order the Company reserves the right, without notice or liability, to:
(a) undertake such changes, as the Company may deem expedient or necessary for the improvement of machinery, equipment; and
(b) substitute any equipment item for another equipment item if in the Company’s opinion it does not reduce or detract from the quality, functionality and performance of the original equipment item.

3.2 The Client acknowledges and agrees that:
(a) weights, dimensions, capacities, prices, technical and other data listed in catalogues and other printed matter constitutes an approximate guide and are not binding on the Company; and
(b) drawings are supplied as guidelines only and are not binding on the Company nor are they to be used or relied on for any purpose, other than for information only purposes, including for building construction.
(c) The Company retains all rights of ownership and title in all drawings, manuals, technical documents, proposals and any other documents, including all intellectual property rights in such documents, provided to the Client in connection with the Company’s supply of its goods or performance of its service under the Agreement, including information or materials provided with a Company Sale Document or other communication, in connection with any discussions or negotiations concerning the possible supply of goods.

3.3 Except as otherwise provided for in the Agreement, the Client is granted a non-exclusive, non-transferable royalty free license to use the documents referred to in clause 3.3 solely in connection with the goods provided or services supplied under the Agreement.

4. LOCAL DUTIES AND TAXES

4.1 Unless otherwise indicated in a Company Sale Document all prices quoted or submitted are exclusive of any customs charges, tariff duties, port charges, Dairy Authority validations, Aqis validations / permit (Australia), local taxation or import levies, VAT or GST and any other like duties, levies or taxes.

5. QUOTATION, P & ID AND FUNCTIONAL DESCRIPTION

5.1 In addition to pricing, our Quotation sets out:
(a) a brief written description of the goods and services within the integrated process based on the information known to the Company at the time of the Quotation including Client information;
(b) work scope estimations relating to particular services, including site installation (including mechanical and electrical installation), commissioning and training;
(c) various assumptions made by the Company which relate to the nature and type of goods and service to be provided by the Company, including assumptions as to the condition, layout and state of the Client’s site, equipment, plant and materials and the capability of the Client’s personnel;
(d) and identifies goods, services, matters or project work that are excluded from the Company Sale Document; and
(e) provides an outline of the estimated prices or rates for each discrete item of work, goods or services,
as such the Quotation should not be viewed, and the Company does not represent the Quotation, as a complete and accurate description of the goods, services, process or solution or of the final price.

5.2 Any items not expressly specified in a Quotation are deemed not to be included.

5.3 The Company is not obliged to consider nor agree to a Client’s request to cancel or suspend the Agreement or a Purchase Order. The Client will indemnify the Company for all costs, damages, expenses or loss, including loss of profit, incurred by, or any demand or claim brought against, the Company in connection with the cancellation or the Client’s suspension of the Agreement or any Purchase Order

5.4 The Company is not responsible for the incorrect operation or functionality or the installation or commissioning of plant supplied by the Client.

6. DELIVERY, INSTALLATION AND COMMISSIONING

6.1 Dates for delivery, installation, commissioning the performance of services or other performance schedules are approximate only and are subject to:
(a) the Company having all necessary information, including Client information, to provide the goods, perform the services or commence the works the subject of a Company Sale Document;
(b) the Company obtaining all appropriate consents, approvals or permissions in connection with commencing the relevant works the subject of a Company Sale Document;
(c) the availability of materials, equipment or other resources from the Company’s suppliers or contractors; and
(d) the Client:
(i) performing its obligations to date and not being in breach of the Agreement, including making payment of the Deposit or any instalment or progress payment amount; and
(ii) providing to the Company by the due date or within the period stipulated by the Company any materials, documents, equipment or other items required the Company.

6.2 The Company is not liable for any delay to deliver goods or perform the services, including installation and commissioning, by the proposed date due to:
(a) the Company exercising its rights under clause 13.1 to suspend or defer delivery or performance;
(b) the requirements of clause 6.1 not being met or occurring (as the case may be); or
(c) any cause beyond the Company’s reasonable control including any delay in the Company receiving materials, equipment or other goods from its suppliers or contractors.

6.3 Any delay in the delivery of goods or the performance of the services does not entitle the Client to:
(a) withhold payment of any invoice or make any deduction or set-off against it;
(b) terminate the Agreement, or the relevant Purchase Order; nor
(c) return any goods already delivered,
and the Company is not liable to any person for, and the Client releases the Company from, any damage, cost, loss or expense suffered by, or any claim against, the Client in connection with any such delay in delivery or performance.

6.4 All goods to be supplied to the Client will be deemed to have been delivered on the date of delivery to the Client’s premises or agreed delivery point.

6.5 The Client must make available reasonable and unobstructed access to the delivery point for prompt unloading. If for any reason the Client postpones or delays taking delivery or postpones scheduled service performance dates, the Company:
(a) may retain the relevant goods entirely at the risk and expense of the Client;
(b) the Company is entitled to levy the Client additional charges incurred due to the Client’s postponement or delay

6.6 Unless otherwise set out in a Company Sale Document, the Company will arrange insurance to the Company’s premises or port only for international freight. The Client assumes the risk in the goods and is responsible to insure the goods for transit from the Company’s site or port to the Client’s site or delivery point. The Client must promptly notify the Company and the freight forwarder if the goods are damaged or there are missing parts.

6.7 Unless otherwise stated, the Client is solely responsible for the unpacking and locating the relevant goods or equipment to the areas where they will be in operation in the Client’s premises.

6.8 Unless otherwise stated, commissioning is complete, and therefore meets the specifications set out in the Agreement, upon the Company determining that the plant is carried out on water.

6.9 The Client must provide to the Company at least four weeks’ written notice for a commissioning date where the Client is installing the Company’s plant and where the Company is undertaking commissioning.

6.10 Where the Quotation specifically states that commissioning on product is included, the Client will, at its cost, make available such raw ingredients as the Company determines necessary.

6.11 The Client is liable for, and must pay to the Company on demand, the specified daily charge for labour, transport and other costs, should the Client’s site not be in a state of readiness, as determined by the Company, for any reason for the purpose of the Company undertaking, training, installation and/or commissioning or other professional services.

7. WARRANTY

7.1 The Company warrants to the Client that the goods manufactured by the Company and supplied to the Client will be free of defects in workmanship and materials for:
(a) 12 months from date of completion of installation and commissioning by the Company; or
(b) fourteen months from the date of shipment,
whichever is the earliest. The benefits conferred by the warranty are in addition to and not in derogation of all other rights and remedies in respect of the goods or services which the Client may have under law.

7.2 In relation to goods which are not manufactured by the Company but form part of the Company’s supplies to the Client, to the extent that it is able to, the Company will grant the same warranties to the Client as that granted to the Company by its supplier.

7.3 To the extent permitted by law, the Company does not provide any warranty in relation to second-hand or reconditioned goods supplied including warranties as to fitness for purpose or merchantable quality, and any statement of capacities or performance figures for second-hand plant are estimates only and are supplied in good faith on information provided with no guarantee or warranty.

7.4 The Company’s warranty under clause 7.1 is voided and does not cover, and the Client assumes all responsibility for, all defects, losses and damages arising from or relating to:
(a) the consequences of natural wear and tear;
(b) misuse, accident, negligent, inappropriate or improper operation, maintenance, installation, modification or adjustment by the Client or any other person;
(c) overloading of the goods by any person;
(d) use of inappropriate lubrication material contrary to the Company’s instructions;
(e) inadequate tending or maintenance of the goods on the part of the Client;
(f) inadequate construction works;
(g) where the Client or user has performed the commissioning of the relevant good, plant or equipment;
(h) the effect of any chemical, electrical or other indirect influences on the goods.
(i) the use of any Client plant or equipment; or
(j) any work, including modification nor repair work, undertaken on the relevant goods by third parties not approved by the Company.

7.5 The Company disclaims all liability, and the Client releases the Company from any responsibility, for any errors, defect or fault occurring as a result of any design or information provided by the Client.

7.6 The Client is responsible for all labour, equipment and charges used or incurred in the removal, transport, installation and commissioning of repaired or replaced goods.

7.7 Notwithstanding any other provision of these Terms and Conditions and to the fullest extent permitted by law, the Company accepts no responsibility nor provides any warranty for goods supplied and used in a workplace (as defined in the Health and Safety at Work Act 2015), and the Client acknowledges and agrees:
(a) that it is the Client’s responsibility to ensure that all goods supplied by the Company are used in accordance with the manufacturer’s or the Company’s instructions;
(b) that such goods are maintained in good order and repair for safe use by its personnel;
(c) to indemnify, and keep indemnified, the Company against any loss suffered or claim brought, in connection with the Client’s failure to comply with this clause.

7.8 To the fullest extent permitted by law, the Client acknowledges and agrees, and it is expressly declared by the Company that:
(a) all representations or terms (including any condition, guarantee or warranty and whether expressed or implied by law or otherwise) not expressly included in these conditions are hereby excluded;
(b) the goods and services are being supplied by the Company, and acquired by the Client, in trade and that the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 will not apply between the parties, and that it is fair and reasonable to exclude their application;
(c) despite anything else in these Terms and Conditions, should the Company breach any statutorily implied warranty or guarantee, then to the extent permitted by law, the Company’s liability for such breach is limited to, at its option:
(i) in the case of goods, either repairing or replacing the goods or the supply of equivalent goods or the payment of the cost of replacing or repairing the goods or of acquiring equivalent goods; and
(ii) in the case of services, the supply of the service again or the payment of the cost of having the services supplied again.
(d) The Company will be under no liability whatsoever to the Client for or in respect of any representations or terms not expressly set out in the Agreement and not effectively excluded under sub-clause 6.5(a).
(e) To the extent permitted by law, the Company is not liable for any consequential or indirect loss or liability including loss of profit, loss of revenue, loss of savings, economic loss, loss of opportunity, damage to property, personal injury or death, whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from the Client’s purchase, use or reliance of the Company’s goods and services.
(f) To the extent that the Company is liable to the Client for any reason for any loss suffered or liability incurred by the Client arising from any breach of the Agreement or for any other reason, the Company limits its liability to the amount paid by the Client under the Purchase Order for the goods and services the subject of the claim.

8. RISK AND OWNERSHIP

8.1 Title (both legal and equitable) in the goods will not pass to the Client until the Client has made payment for the goods, and all other amounts owed to the Company, has been paid in full.

8.2 Risk in the goods passes to the Client immediately on delivery to the Company premises or the port and the Client is responsible for insuring the goods from this time.

8.3 In relation to second-hand goods:
(a) the Company will obtain and maintain such insurance as it deems appropriate to cover loss or damage to goods; and
(b) in the event of partial loss or damage the Company, may at its option, reimburse repair costs, including the second-hand cost of parts required.
(c) the Company’s liability limit under this clause is the amount of the declared value of the relevant goods item.

8.4 Until title in the goods passes to the Client, the Client acknowledges that it holds the goods or any products, which incorporate the goods solely as bailee and in a fiduciary capacity and the Company may enter the Client’s premises on which such goods are kept and retake possession of the relevant goods at any time without notice.

8.5 While title and property in the goods remains vested in the Company, the Client agrees:
(a) to insure the goods against all usual risks and for full replacement value and the Client will hold on trust for the Company any insurance monies received by the Client for the goods owned by the Company;
(b) to not dispose of the goods;
(c) that it has no right or claim to any interest in the goods to secure any debt or obligation that the Client owes to the Client;
(d) that it cannot claim any lien over the goods and will not pledge or allow any security interest or other interest to arise over the goods;
(e) to not create any absolute or defeasible interest in the goods in relation to any third party; and
(f) to provide the Company with access to the premises where the goods are kept to enable the Company to inspect and/or seize it.

8.6 Where the Client disposes of the goods before making payment to the Company of all amounts due to the Company, the Client does so as the Company’s fiduciary agent and the sale proceeds from such sale (or the portion of the proceeds of sale of any mixed goods), transfer or disposal are the property of the Company and the Client holds the proceeds on trust for the Company and will account to the Company on demand of such proceeds. Pending this accounting such proceeds must not be mingled with any other monies and will be held by the Client in a separate bank account on behalf of the Company.

9. INDEMNITY

9.1 The Client must indemnify and keep indemnified the Company against all cost, expense, loss or damage, incurred by, and all claims, actions or demands brought against, the Company directly or indirectly arising from or in connection with:
(a) the use, operation or possession of the goods supplied under the Agreement, by the Client or by its officers, employees, agents or contractors;
(b) any breach of this Agreement by the Client, including the costs of recovering or enforcing payment of all amounts due to the Company;
(c) the Client’s materials, equipment or information provided to the Company under the Agreement; or
(d) any wrongful, wilful or negligent act or omission of the Client or any of its officers, employees, agents or contractors.

10. PAYMENT

10.1 Except as otherwise provided for under a Company Sale Document, the Company will issue to the Client invoices based on monthly progress claims which will be payable the 20th following the invoice date.

10.2 All agreed variations to the goods or services under a Company Sale Document are to be paid on completion of the relevant works or services being carried out, or goods provided.

10.3 If, in the Company’s opinion, the variation work is substantial then the Company will require the Client to make payment of a deposit amount in advance for the variation work before it is carried out. If the Client does not pay the Company the amount requested, the Company is under no obligation to undertake the variation work or any part of it.

10.4 Unless otherwise agreed and without prejudice to the Company’s rights and remedies, default interest may be charged at a rate of 24% per annum by the Company on any account unpaid on a daily basis from the due date until actual payment. The Client acknowledges that the interest amount payable by the Client under this clause is a genuine pre-estimate of the loss suffered by the Client as result of the Client’s failure to make payment of the overdue amount by the due date.

10.5 The Client must pay to the Company all GST payable in respect of any taxable supplies made to the Client by the Company under the Agreement.

11. MEDIATION AND ARBITRATION

11.1 In the event of any dispute of difference arising between the parties concerning the Agreement then the Company may refer such dispute to either a mediator or arbitration in accordance with the Arbitration Act 1996.

11.2 The arbitration will be commenced by either party giving to the other written notice stating the subject matter of the dispute and that party’s desire to have the matter referred to arbitration.

11.3 The arbitration will be by a single arbitrator to be agreed upon by the parties or, failing agreement within 10 working days of delivery of the notice to be appointed by the Executive Director of the Arbitrators and Mediators Institute of New Zealand Incorporated.

11.4 The party who receives any notice under clause 11.1 may, within five working days of receiving such notice, give written notice to the other requesting the dispute to be resolved by way of mediation. If such a request is made then the parties will use their reasonable endeavours to agree upon mediation.

11.5 If the parties fail to agree upon a mediator within 10 working days of the delivery of the request for mediation, then at the request of either party, the mediator will be appointed by the President of the District Law Society or his or her nominee. All discussions in mediation will be without prejudice. All costs of mediation are to be shared equally.

11.6 If no agreement has been reached in mediation within 10 working days of the appointment of a mediator then the matter in dispute will be referred to arbitration in accordance with clause 11.3.

11.7 Where a dispute goes to arbitration, which has previously been referred to mediation the mediator, will not be called by either party as a witness and no reference will be made to discussions held in mediation.

11.8 The award in the arbitration will be final and binding on the parties.

11.9 All provisions contained in the Second Schedule to the Arbitration Act 1996 will apply to the arbitration.

12. PPSA

12.1 For the purposes of this clause:
(a) PPSA means the Personal Property Securities Act 1999;
(b) all capitalised terms have the meaning given in the PPSA and section references will be to sections of the PPSA; and
(c) the Client acknowledges that the Agreement, these Terms and Conditions, each Purchase Order accepted by the Company and/or other agreements with the Client, constitutes a Security Agreement for the purposes of the PPSA.

12.2 This clause 12 creates a security interest in goods the Company supplies to the Client under the Agreement.

12.3 The Client must not grant any other security interest or any lien over goods that the Company has a security interest in.

12.4 At the request of the Company, the Client must promptly sign any documents and do anything else required by the Company to ensure that the Company’s security interest constitutes a first ranking perfected security interest in the goods.

12.5 The Company may at any time enter the premises and properties of the Client to uplift goods that the Company has a security interest in, and the following will apply:
(a) the Company will not be liable for any costs, damages, expenses or losses incurred by the Client or any third party as a result of the Company’s entry onto the Client’s property or premises;
(b) the Client indemnifies the Company in respect of any cost, expenses and claims resulting from the Company entering onto the premises;
(c) the Company may either:
(i) resell any repossessed goods and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs); or
(ii) retain any repossessed goods and credit the Client’s account with the invoice value less such sum as the Company reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.

12.6 If goods that the Company has a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled goods, the Company’s security interest will continue in the whole in which they are included.

12.7 The Client must not grant any other security interest or any lien in either the goods or in the whole.

12.8 The Company may exercise its rights and enforce its the security interest created by these Terms and Conditions if any of the following events occur:
(a) the Client fails to remedy any breach of the Agreement within the period required by the Company including any failure to pay an invoiced amount by its due date;
(b) the Client deals with or disposes of any of the goods before making payment in full of all amounts owed by the Client to the Company;
(c) the Company is of the view that:
(i) the Client is, or may be, the subject of, an event of insolvency including the appointment of any receiver or liquidator over it or any of its assets;
(ii) the goods in the possession of the Client are damaged or are at risk of being damaged, disposed of or dealt with while any amount is owing to the Company;
(iii) a material adverse change has occurred in relation to the Client’s financial or trading position or its capacity to perform its obligations under the Agreement,
(d) in the Company’s opinion, the Company’s security interest in the goods is at risk; or
(e) any of the goods are repossessed by any other creditor of the Client or any other creditor intimates that it intends to repossess goods.

12.9 The Client waives:
(a) any rights they may have under sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, and 134 of the PPSA;
(b) the right to receive a copy of any verification statement (as that term is defined in the PPSA); and
(c) will give the Company prior written notice of a proposed change of name or address.

13. TERMINATION

13.1 The Company may:
(a) terminate the Agreement;
(b) cancel a Purchase Order;
(c) suspend the provision of goods and services;
(d) restrict the Client’s use of the goods; or
(e) require the immediate payment under a Purchase Order despite the agreed payment terms,
if the Client:
(f) fails to remedy a breach of the Agreement within 30 days of being notified in writing of the breach; or
(g) commits or has taken against it an act of insolvency, bankruptcy, winding up, official management, administration, receivership or liquidation or calls a meeting of its creditors, there occurs a transfer of ownership or control of the Client.

13.2 If the Company suspends the provision of goods or the performance of a service, the Company may resume provision or performance upon it being satisfied that the Client has remedied the breach which gave rise to the suspension.

13.3 Termination or suspension is without prejudice to any other rights or remedies available to the Company at law.

13.4 On termination of the Agreement:
(a) where the relevant Company Sale Document expressly stipulates that the Deposit is non-refundable, then without limiting its rights under clause 13.3, the Company will retain absolutely the Deposit;
(b) subject to clause 13.4(a) and without limiting its rights under clause 13.3, the Company will refund to the Client the Deposit net of the costs referred to in clause 13.4(c); and
(c) the Client must pay to the Company all payments then due, and all other actual, reasonable, documented costs and expenses incurred by the Company in performing the Agreement and/or resulting from termination, including the cost of labour, any ordered goods or services the Company is required to pay, and the loss of anticipated profits.

14. FORCE MAJEURE

14.1 For the purposes of this clause, Force Majeure Event means the occurrence of any event outside the reasonable control of a party and includes the following events or circumstances:
(a) hurricane, typhoon, earthquake, flood, landslide or other natural disaster, or fire;
(b) civil riot, insurrection, revolution, terrorism, war or other like hostilities;
(c) any disease, pandemic or epidemic;
(d) strike, lockout or industrial disturbances;
(e) act of any governmental or public authority including any law, order or direction promulgated by a government authority in response to the outbreak or containment of Coronavirus pandemic; or
(f) delay in the delivery or transportation of materials or the unavailability or shortage of suitable materials.

14.2 If a party is affected by a Force Majeure Event which prevents it from carrying out its obligations under the Agreement (other than to make a payment when due), that affected party must promptly notify the other party of the nature and extent of the circumstance, the likely duration and the impact on the affected party’s obligations under the Agreement.

14.3 Notwithstanding any other provision of the Agreement neither party will be deemed to be in breach or otherwise be liable to the other for any delay in the performance or the non-performance of any of its obligations under the Agreement, to the extent that the delay or non-performance is due to any Force Majeure Event of which it has notified the other party, and the time for performance of that obligation will be extended accordingly.

14.4 Where the affected party is the Company, the Company is not liable or obliged to provide any financial relief to the Client as a result of the Force Majeure Event.

14.5 If a Force Majeure Event subsists so that the affected party is unable to perform all or a material part of its obligations under the Agreement for three consecutive months or six months in the aggregate as a consequence of a Force Majeure Event, either party may terminate this Agreement with immediate effect by notice to the other party. Upon issue of such notice, clause 13 will apply.

15. GENERAL

(a) No waiver of any breach of this Agreement will be effective unless the waiver is in writing and signed by the party against whom the waiver is claimed.
(b) The Agreement including these Terms and Conditions is governed by the law of New Zealand and each party submits to the non-exclusive jurisdiction of its courts.
(c) The Client must not assign its rights or interests or delegate its duties under this Agreement without the Company’s prior written consent.
(d) The Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by the Agreement and has no further effect.
(e) Any provision of the Agreement which is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of the Agreement.
(f) The Client must at all times treat as confidential all information and material provided by the Company and designed by it as being of a confidential or commercial sensitive nature, and the Client must not disclose, publish or use such information without the Company’s prior written consent.
(g) The Agreement cannot be varied except by the written agreement between the parties.
(h) Any notice to be given to one party by another under the Agreement must be in legible writing and in English addressed to the relevant party at the address stated in the Agreement, Quotation, Purchase Order or other form of contract between the parties (as the case may be).