Terms of trade when working with Blue Cat
Thank you for doing business with us. The above Agreement is made
subject to the following terms. The clauses of this Agreement apply
when we do anything for you, now or in the future. If you have any
questions about them, call us on (04) 499 7553. We are always happy to
help you.
1. DEFINITIONS
In this Agreement:
(a) ‘You’ means you, our client;
(b) ‘Blue Cat Graphics Limited’ or ‘Bluecat’ means us, our staff,
representatives or agents together with any business we own or
control in any way;
(c) ‘We’ or ‘Us’ means Blue Cat Graphics Limited;
(d) ‘Product’ covers all goods and services of any kind We agree to
provide to You and anything else We do in the course of our
relationship with You;
(e) ‘Interest’ means the base rate charged to Us by our bank on the
date the payment is due or incurred plus a margin of 10%.
2. IMPORTANT: GENERAL CLAUSE
This clause 2 takes priority over all other clauses of this
Agreement:
(a) Acquiring Products For Purposes Other Than The Purposes
Of A Business
The Consumer Guarantees Act 1993 (“CGA”) may apply to Products
We provide to You if You are acquiring our Products for other than
Business purposes. If the CGA applies, all rights You have
under it apply in addition to the rights set out in this
Agreement and will not be reduced by it.
(b) Acquiring Products For The Purposes Of A Business
If You are acquiring our Products for the purposes of a Business as
defined above You agree that Your general rights at law in
connection with the Products will to the extent permitted by law be
determined by the terms of this Agreement only. In particular, You
agree that the provisions of the CGA will not apply to the Products
We provide under this Agreement.
(c) If You purchase any Products from Us for re-supply, or
incorporate any of Our Products into goods ordinarily
acquired for personal household or domestic use or
consumption ("Consumer Products") You warrant that:
(i) If You supply the Consumer Products directly to an end
user/consumer You will do so using terms and conditions of
supply which exclude liability for any claims under the CGA;
and
(ii) If Your customer acquires the goods for re-supply, Your
customer and each person in the distribution chain will
exclude liability in its contract for supply for any claims under
the CGA.
But in each case only, where the end user/consumer acquires the
Consumer Products for business purposes.
You agree to indemnify Us against any costs or loss or damage
caused by failure by You, Your customers or any person in Your
distribution chain to properly contract out of liability to business
and end users/consumers under the CGA.
3. LIABILITY
(a) We are not liable for any damage, harm or loss suffered by You
arising from the Products or our provision of the Products. This
includes without limitation liability for misrepresentation,
consequential loss, loss of profits, reparations, costs or loss of
business, harm to third parties, Your vehicles, property or
equipment.
(b) We shall not be liable for failure to perform obligations if the failure
results from force majeure, third party failure to perform, natural
disaster, act of God, fire, explosion, industrial dispute, illness, act of
government such as a change in legislation, regulation, or order
made under legislative authority, or anything beyond our control.
(c) In the event that We are found liable for any damage or loss such
liability is limited to the monies actually paid to us.
(d) Our agreements with you are not enforceable by or intended to
confer a benefit upon any third party.
4. YOUR DUTIES TO US
(a) You and everyone You are responsible for agree to:
(i) Make sure that all information You give Us is accurate
and complete;
(ii) If You are purchasing our Products for a business that
You have the authority of the business to purchase
the Products;
(iii) Follow the instructions We provide about using our
Products and only use them for lawful functions;
(iv) Let Us enter the Your premises to provide our
Products or anything connected with them.
(v) Pay Us our fees including any sums We have to pay
to third parties to provide the Products;
(vi) Pay for repairing or replacing any of our Products
which are lost or damaged by anyone except Us; and
(vii) Keep Us protected against any action taken against
Us because of Your use of our Products. This
includes payment of any costs, reparations, damages
or cost of other award against Us.
5. ORDERING & INSTALLING THE PRODUCTS
(a) We will install the Products for You. Before our Products will be
installed, You must:
(i) Provide access and suitable places for it to be
installed;
(ii) Meet any requirements We tell You about;
(iii) Get any consents We need to install the Products;
(iv) Provide safe conditions for Us to install the Products;
(v) Pay Us any third party costs We will incur to install
the Products and such other fees as We have agreed
with You as a deposit..
(b) We can refuse to accept any order or any part order for any reason
whatsoever, and to deliver Products by instalments, in which case
each instalment will comprise a separate contract and shall be paid
for as if it were a separate order.
(c) We will work with You to ensure the appropriate requirements are
met.
6. FEES, INVOICES, AND PAYMENT
(a) All prices quoted in writing are valid for the period specified on the
quotation or until earlier acceptance by You. Oral quotations given
by Us or on Our behalf and where no period is specified are only
valid to the end of the business day upon which they are given.
(b) You must pay the purchase price of the Products as described in
this Agreement.
(c) You agree to pay not only Our fees but also:
(i) Any taxes or duties which We must collect or pay for the
Products (such as GST);
(ii). Storage and insurance costs, if we hold the Products
before they are delivered to you;
(iii) Any increase in the price of the Products caused by a
fluctuation in the exchange rate of the New Zealand dollar;
and
(iv) The actual cost of any and all expenses reasonably
incurred in the delivery of the Products to You.
(d) We will send You invoices for our fees unless Your Agreement with
Us specifies details of the payment required:
(i) You must pay each invoice by the due date for
payment set out on it;
(ii) Please let Us know before the due date for payment if
You think there is an invoicing error. If We agree,
We will adjust the invoice. If We find there is no
error, and the due date for payment has already
passed, You must pay the unsettled amount
immediately plus Interest.
(e) If You do not pay an invoice by the due date for payment, We
may:
(i) Send You notice asking You to pay it. If no payment
is made within 10 days of the notice, We may end the
Agreement;
(ii) Stop supplying any Product We provide to You;
(iii) Require You to pay any charges we incur to
recommence the provision of Products to You; and
(iv) Charge You Interest on the unpaid amount from the
due date until You pay it irrespective of whether
demand for payment or Interest has been made;
(v) Charge You for any costs We have to pay in collecting
any money You owe Us. This includes the full cost to
Us of exercising our legal rights and which includes
costs as between solicitor and client plus Interest on
these costs.
(f) We may alter our charges from time to time. We will give You
reasonable notice of any alterations;
(g) You agree that in the event the agreement for the provision of Our
Products constitutes a construction contract then pursuant to S14
of the of the Construction Contracts Act 2002:
(i) Payment of Our invoice for third party costs and such
other fees as We have agreed with You before we
provide our Products constitutes a deposit and not a
progress payment; and
(ii) That in the absence of Our written agreement to the
contrary, a progress payment of 100% of the unpaid
balance of the work will be invoiced to you and
PDF created with pdfFactory trial version www.pdffactory.com
payable according to its terms before the Products
are provided to you.
(h) All Product described in this Agreement or subsequently purchased
from us capable of forming collateral under the Personal Property
Securities Act 1999 is Collateral for the purposes of the Personal
Property Securities Act 1999:
(i) You agree that until We have received payment in full
for any Collateral provided by Us to You, You give to
Us a Purchase Money Security Interest in the
Collateral;
(ii) You shall cooperate to the extent required by Us to
enable the registration of a Financing Statement on
the Personal Property Security Register;
(iii) You agree that We are entitled to take possession of
any of the Collateral for which payment has not been
made as in clause 9(i) below and You grant Us a right
of entry for the purpose of removing such Collateral;
(iv) The provisions of s114, 116, and 120 of the Personal
Property Securities Act shall not apply to this
Agreement.
(i) Although ownership of the Collateral remains with Us until the
purchase price and installation fees are paid, You acknowledge that
risk in the Collateral passes to You as soon as it is delivered to You;
(j) You must obtain any consents We need and allow Us to enter the
premises where the Products are situated, so that We can remove
such Products if in Our sole discretion we consider it appropriate;
(k) You must pay any costs We may incur to remove any of our
Products including Interest;
(l) Where We end this Agreement and You have not paid for the
Products, You must pay Us:
(i) The purchase price and all other fees payable under
this Agreement;
(ii) Less the payments You have already made;
(iii) Less any money We receive from selling the Products;
(iv) Plus Interest, our removal and resale expenses and
all costs We incur in collecting any payment from You
including all legal costs (including costs as between
solicitor and client), debt collection costs and Interest
on these costs.
(m) We may temporarily stop supplying any Product. In most cases,
usual fees will continue to apply during the stopping of any
Product.
7. TERMINATION/CANCELLATION
(a) Either You or We may cancel this Agreement by sending one
month’s written notice.
(b) We may cancel this Agreement at any time if You do not pay our
fees or meet Your duties to Us.
(c) A cancellation fee will apply if You:
(i) Surrender a Product; or
(ii) Cancel this Agreement
during the minimum term (if any).
(d) The cancellation fee constitutes agreed liquidated damages and is
the amount of fees payable to Us to the end of any minimum term;
(e)
(f) We may decide to stop providing a particular Product. If We do
this We will give You one months’ notice.
(g) Whether You or We give up Products the Agreement You have with
Us will continue.
8. INFORMATION ABOUT YOU
(a) You agree that We may collect information about You. You may
decide whether to provide any of the information. However, if You
do not provide it, We may not be able to provide Products to You.
(b) You may ask to see information We hold about You and ask for any
details that are wrong to be corrected.
(c) We may hold the information and share it with any other person
whom We consider it necessary to share it with in order to provide
our Products to You.
(d) Information obtained about You will be held throughout the
relationship with Us and for seven years following the date of Your
last transaction with Us or as may otherwise be required by law.
9. INTELLECTUAL PROPERTY
Unless otherwise agreed in writing:
(a) Notwithstanding that You may have commissioned Us to design or
otherwise create Products for You, We retain the right to use, alter,
sell or license any and all copyright, brand, idea, expression of an
idea or other form of intellectual property that might exist in the
Products for all purposes in all jurisdictions (“IP”).
(b) Upon payment of Our charges in full You are granted a non
exclusive perpetual right to the use, sale and license of the IP.
(c) If you alter the Products in which We have IP You must distinguish
such alterations from the Products produced by Us.
10 AGREEMENT APPLIES AT ALL TIMES
(a) This Agreement continues to apply until the Agreement is cancelled
except to the extent clause 10(b) applies.
(b) The cancelling of any Agreement that You have with Us does not
affect any rights and responsibilities which are intended to continue
or come in to force afterwards. These include the rights and duties
under clauses 2, 3, 4, 6- 9, this clause 10, 13, 15, 16 and any other
clause which impliedly or expressly is to survive termination of this
Agreement.
11. ALTERING THESE CLAUSES
(a) We may at our sole discretion alter or remove existing clauses of
this Agreement or add new ones.
(b) We will tell You about any alterations by sending You at least one
months’ notice before they come into effect. We will never alter
this stipulation.
12. SERVICE OF NOTICES
(a) We will send bills and other notices to the last street address, email
address or fax number You have given Us. We will assume
any:
(i) Invoice or notice has been delivered 5 days after We
send it;
(ii) E-mail has been received when it has been sent to
the e-mail address We sent it to even if it has not
been downloaded from the internet service provider
hosting the e-mail address;
(iii) Fax has been received when We receive confirmation
of transmission.
(b) You may send any notice to Us by:
(i) Posting it in a pre-paid letter to PO Box 13 108,
Johnsonville, Wellington; or
(ii) Delivering it personally to 62 Kaiwharawhara Rd,
Ngaio, Wellington; or
(iii) Sending it by fax to 04 499 7199.
(c) Please tell Us if You change Your street address, e-mail address,
telephone number or fax number by calling Us free on 04 499
7553.
13. MEETING OUR DUTIES THROUGH AGENTS
We may have an agent perform any of the obligations We have to You.
Each of those People and their officers, employees, contractors or agents
shall have the benefit of any terms that confer benefits on Us.
14. TRANSFERRING RESPONSIBILITIES
(a) We may transfer our side of this Agreement to someone else. We
will tell You if We do this.
(b) You may not transfer this Agreement or any benefit or obligation of
it to anybody. If You are a Business and Your management or
control is altered, then this will be treated by Us as a transfer of
this Agreement entitling Us to end it.
15. EACH CLAUSE SEPARATELY BINDING
Each clause of every Agreement You have with Us is separately binding. If
for any reason We, You or any officer, employee, contractor, agent or other
person We are responsible for cannot rely on any clause, all other clauses
are binding.
16. NON-WAIVER
Any failure by Us to enforce at any time or for any period any one or more
of the terms of this Agreement is not a waiver of them or of the right at
any time subsequently to enforce all terms and conditions of this
Agreement.
17. DISPUTES
The parties both submit to the jurisdiction of the Courts in Wellington.
18 INDEPENDENT ADVICE
You acknowledge that prior to completing this Agreement You have had
the opportunity to obtain such advice, including independent legal advice,
as You require regarding this Agreement and its effects.
19. THESE TERMS ARE PARAMOUNT
The terms and conditions of this Agreement govern our relationship and
supersede all prior representations or agreements whether oral or in
writing. You agree that notwithstanding any other Agreements or
communications between You and Us the terms of this Agreement are
paramount and take precedence in the event of any conflict.
Signed
__________________________
Client
subject to the following terms. The clauses of this Agreement apply
when we do anything for you, now or in the future. If you have any
questions about them, call us on (04) 499 7553. We are always happy to
help you.
1. DEFINITIONS
In this Agreement:
(a) ‘You’ means you, our client;
(b) ‘Blue Cat Graphics Limited’ or ‘Bluecat’ means us, our staff,
representatives or agents together with any business we own or
control in any way;
(c) ‘We’ or ‘Us’ means Blue Cat Graphics Limited;
(d) ‘Product’ covers all goods and services of any kind We agree to
provide to You and anything else We do in the course of our
relationship with You;
(e) ‘Interest’ means the base rate charged to Us by our bank on the
date the payment is due or incurred plus a margin of 10%.
2. IMPORTANT: GENERAL CLAUSE
This clause 2 takes priority over all other clauses of this
Agreement:
(a) Acquiring Products For Purposes Other Than The Purposes
Of A Business
The Consumer Guarantees Act 1993 (“CGA”) may apply to Products
We provide to You if You are acquiring our Products for other than
Business purposes. If the CGA applies, all rights You have
under it apply in addition to the rights set out in this
Agreement and will not be reduced by it.
(b) Acquiring Products For The Purposes Of A Business
If You are acquiring our Products for the purposes of a Business as
defined above You agree that Your general rights at law in
connection with the Products will to the extent permitted by law be
determined by the terms of this Agreement only. In particular, You
agree that the provisions of the CGA will not apply to the Products
We provide under this Agreement.
(c) If You purchase any Products from Us for re-supply, or
incorporate any of Our Products into goods ordinarily
acquired for personal household or domestic use or
consumption ("Consumer Products") You warrant that:
(i) If You supply the Consumer Products directly to an end
user/consumer You will do so using terms and conditions of
supply which exclude liability for any claims under the CGA;
and
(ii) If Your customer acquires the goods for re-supply, Your
customer and each person in the distribution chain will
exclude liability in its contract for supply for any claims under
the CGA.
But in each case only, where the end user/consumer acquires the
Consumer Products for business purposes.
You agree to indemnify Us against any costs or loss or damage
caused by failure by You, Your customers or any person in Your
distribution chain to properly contract out of liability to business
and end users/consumers under the CGA.
3. LIABILITY
(a) We are not liable for any damage, harm or loss suffered by You
arising from the Products or our provision of the Products. This
includes without limitation liability for misrepresentation,
consequential loss, loss of profits, reparations, costs or loss of
business, harm to third parties, Your vehicles, property or
equipment.
(b) We shall not be liable for failure to perform obligations if the failure
results from force majeure, third party failure to perform, natural
disaster, act of God, fire, explosion, industrial dispute, illness, act of
government such as a change in legislation, regulation, or order
made under legislative authority, or anything beyond our control.
(c) In the event that We are found liable for any damage or loss such
liability is limited to the monies actually paid to us.
(d) Our agreements with you are not enforceable by or intended to
confer a benefit upon any third party.
4. YOUR DUTIES TO US
(a) You and everyone You are responsible for agree to:
(i) Make sure that all information You give Us is accurate
and complete;
(ii) If You are purchasing our Products for a business that
You have the authority of the business to purchase
the Products;
(iii) Follow the instructions We provide about using our
Products and only use them for lawful functions;
(iv) Let Us enter the Your premises to provide our
Products or anything connected with them.
(v) Pay Us our fees including any sums We have to pay
to third parties to provide the Products;
(vi) Pay for repairing or replacing any of our Products
which are lost or damaged by anyone except Us; and
(vii) Keep Us protected against any action taken against
Us because of Your use of our Products. This
includes payment of any costs, reparations, damages
or cost of other award against Us.
5. ORDERING & INSTALLING THE PRODUCTS
(a) We will install the Products for You. Before our Products will be
installed, You must:
(i) Provide access and suitable places for it to be
installed;
(ii) Meet any requirements We tell You about;
(iii) Get any consents We need to install the Products;
(iv) Provide safe conditions for Us to install the Products;
(v) Pay Us any third party costs We will incur to install
the Products and such other fees as We have agreed
with You as a deposit..
(b) We can refuse to accept any order or any part order for any reason
whatsoever, and to deliver Products by instalments, in which case
each instalment will comprise a separate contract and shall be paid
for as if it were a separate order.
(c) We will work with You to ensure the appropriate requirements are
met.
6. FEES, INVOICES, AND PAYMENT
(a) All prices quoted in writing are valid for the period specified on the
quotation or until earlier acceptance by You. Oral quotations given
by Us or on Our behalf and where no period is specified are only
valid to the end of the business day upon which they are given.
(b) You must pay the purchase price of the Products as described in
this Agreement.
(c) You agree to pay not only Our fees but also:
(i) Any taxes or duties which We must collect or pay for the
Products (such as GST);
(ii). Storage and insurance costs, if we hold the Products
before they are delivered to you;
(iii) Any increase in the price of the Products caused by a
fluctuation in the exchange rate of the New Zealand dollar;
and
(iv) The actual cost of any and all expenses reasonably
incurred in the delivery of the Products to You.
(d) We will send You invoices for our fees unless Your Agreement with
Us specifies details of the payment required:
(i) You must pay each invoice by the due date for
payment set out on it;
(ii) Please let Us know before the due date for payment if
You think there is an invoicing error. If We agree,
We will adjust the invoice. If We find there is no
error, and the due date for payment has already
passed, You must pay the unsettled amount
immediately plus Interest.
(e) If You do not pay an invoice by the due date for payment, We
may:
(i) Send You notice asking You to pay it. If no payment
is made within 10 days of the notice, We may end the
Agreement;
(ii) Stop supplying any Product We provide to You;
(iii) Require You to pay any charges we incur to
recommence the provision of Products to You; and
(iv) Charge You Interest on the unpaid amount from the
due date until You pay it irrespective of whether
demand for payment or Interest has been made;
(v) Charge You for any costs We have to pay in collecting
any money You owe Us. This includes the full cost to
Us of exercising our legal rights and which includes
costs as between solicitor and client plus Interest on
these costs.
(f) We may alter our charges from time to time. We will give You
reasonable notice of any alterations;
(g) You agree that in the event the agreement for the provision of Our
Products constitutes a construction contract then pursuant to S14
of the of the Construction Contracts Act 2002:
(i) Payment of Our invoice for third party costs and such
other fees as We have agreed with You before we
provide our Products constitutes a deposit and not a
progress payment; and
(ii) That in the absence of Our written agreement to the
contrary, a progress payment of 100% of the unpaid
balance of the work will be invoiced to you and
PDF created with pdfFactory trial version www.pdffactory.com
payable according to its terms before the Products
are provided to you.
(h) All Product described in this Agreement or subsequently purchased
from us capable of forming collateral under the Personal Property
Securities Act 1999 is Collateral for the purposes of the Personal
Property Securities Act 1999:
(i) You agree that until We have received payment in full
for any Collateral provided by Us to You, You give to
Us a Purchase Money Security Interest in the
Collateral;
(ii) You shall cooperate to the extent required by Us to
enable the registration of a Financing Statement on
the Personal Property Security Register;
(iii) You agree that We are entitled to take possession of
any of the Collateral for which payment has not been
made as in clause 9(i) below and You grant Us a right
of entry for the purpose of removing such Collateral;
(iv) The provisions of s114, 116, and 120 of the Personal
Property Securities Act shall not apply to this
Agreement.
(i) Although ownership of the Collateral remains with Us until the
purchase price and installation fees are paid, You acknowledge that
risk in the Collateral passes to You as soon as it is delivered to You;
(j) You must obtain any consents We need and allow Us to enter the
premises where the Products are situated, so that We can remove
such Products if in Our sole discretion we consider it appropriate;
(k) You must pay any costs We may incur to remove any of our
Products including Interest;
(l) Where We end this Agreement and You have not paid for the
Products, You must pay Us:
(i) The purchase price and all other fees payable under
this Agreement;
(ii) Less the payments You have already made;
(iii) Less any money We receive from selling the Products;
(iv) Plus Interest, our removal and resale expenses and
all costs We incur in collecting any payment from You
including all legal costs (including costs as between
solicitor and client), debt collection costs and Interest
on these costs.
(m) We may temporarily stop supplying any Product. In most cases,
usual fees will continue to apply during the stopping of any
Product.
7. TERMINATION/CANCELLATION
(a) Either You or We may cancel this Agreement by sending one
month’s written notice.
(b) We may cancel this Agreement at any time if You do not pay our
fees or meet Your duties to Us.
(c) A cancellation fee will apply if You:
(i) Surrender a Product; or
(ii) Cancel this Agreement
during the minimum term (if any).
(d) The cancellation fee constitutes agreed liquidated damages and is
the amount of fees payable to Us to the end of any minimum term;
(e)
(f) We may decide to stop providing a particular Product. If We do
this We will give You one months’ notice.
(g) Whether You or We give up Products the Agreement You have with
Us will continue.
8. INFORMATION ABOUT YOU
(a) You agree that We may collect information about You. You may
decide whether to provide any of the information. However, if You
do not provide it, We may not be able to provide Products to You.
(b) You may ask to see information We hold about You and ask for any
details that are wrong to be corrected.
(c) We may hold the information and share it with any other person
whom We consider it necessary to share it with in order to provide
our Products to You.
(d) Information obtained about You will be held throughout the
relationship with Us and for seven years following the date of Your
last transaction with Us or as may otherwise be required by law.
9. INTELLECTUAL PROPERTY
Unless otherwise agreed in writing:
(a) Notwithstanding that You may have commissioned Us to design or
otherwise create Products for You, We retain the right to use, alter,
sell or license any and all copyright, brand, idea, expression of an
idea or other form of intellectual property that might exist in the
Products for all purposes in all jurisdictions (“IP”).
(b) Upon payment of Our charges in full You are granted a non
exclusive perpetual right to the use, sale and license of the IP.
(c) If you alter the Products in which We have IP You must distinguish
such alterations from the Products produced by Us.
10 AGREEMENT APPLIES AT ALL TIMES
(a) This Agreement continues to apply until the Agreement is cancelled
except to the extent clause 10(b) applies.
(b) The cancelling of any Agreement that You have with Us does not
affect any rights and responsibilities which are intended to continue
or come in to force afterwards. These include the rights and duties
under clauses 2, 3, 4, 6- 9, this clause 10, 13, 15, 16 and any other
clause which impliedly or expressly is to survive termination of this
Agreement.
11. ALTERING THESE CLAUSES
(a) We may at our sole discretion alter or remove existing clauses of
this Agreement or add new ones.
(b) We will tell You about any alterations by sending You at least one
months’ notice before they come into effect. We will never alter
this stipulation.
12. SERVICE OF NOTICES
(a) We will send bills and other notices to the last street address, email
address or fax number You have given Us. We will assume
any:
(i) Invoice or notice has been delivered 5 days after We
send it;
(ii) E-mail has been received when it has been sent to
the e-mail address We sent it to even if it has not
been downloaded from the internet service provider
hosting the e-mail address;
(iii) Fax has been received when We receive confirmation
of transmission.
(b) You may send any notice to Us by:
(i) Posting it in a pre-paid letter to PO Box 13 108,
Johnsonville, Wellington; or
(ii) Delivering it personally to 62 Kaiwharawhara Rd,
Ngaio, Wellington; or
(iii) Sending it by fax to 04 499 7199.
(c) Please tell Us if You change Your street address, e-mail address,
telephone number or fax number by calling Us free on 04 499
7553.
13. MEETING OUR DUTIES THROUGH AGENTS
We may have an agent perform any of the obligations We have to You.
Each of those People and their officers, employees, contractors or agents
shall have the benefit of any terms that confer benefits on Us.
14. TRANSFERRING RESPONSIBILITIES
(a) We may transfer our side of this Agreement to someone else. We
will tell You if We do this.
(b) You may not transfer this Agreement or any benefit or obligation of
it to anybody. If You are a Business and Your management or
control is altered, then this will be treated by Us as a transfer of
this Agreement entitling Us to end it.
15. EACH CLAUSE SEPARATELY BINDING
Each clause of every Agreement You have with Us is separately binding. If
for any reason We, You or any officer, employee, contractor, agent or other
person We are responsible for cannot rely on any clause, all other clauses
are binding.
16. NON-WAIVER
Any failure by Us to enforce at any time or for any period any one or more
of the terms of this Agreement is not a waiver of them or of the right at
any time subsequently to enforce all terms and conditions of this
Agreement.
17. DISPUTES
The parties both submit to the jurisdiction of the Courts in Wellington.
18 INDEPENDENT ADVICE
You acknowledge that prior to completing this Agreement You have had
the opportunity to obtain such advice, including independent legal advice,
as You require regarding this Agreement and its effects.
19. THESE TERMS ARE PARAMOUNT
The terms and conditions of this Agreement govern our relationship and
supersede all prior representations or agreements whether oral or in
writing. You agree that notwithstanding any other Agreements or
communications between You and Us the terms of this Agreement are
paramount and take precedence in the event of any conflict.
Signed
__________________________
Client
