1. 1.       Definitions
    1. Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
    2. TBG” means Towbar Guy Limited, its successors and assigns or any person acting on behalf of and with the authority of Towbar Guy Limited.
    3. Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting TBG to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      1. if there is more than one Client, is a reference to each Client jointly and severally; and
      2. if the Client is a partnership, it shall bind each partner jointly and severally; and
      3. if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
      4. includes the Client’s executors, administrators, successors and permitted assigns.
    4. Goods” means all Goods or Services (including consultation, manufacturing and/or installation) supplied by TBG to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    5. Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
    6. Cookies” means small files which are stored on a user’s computer.  They are designed to hold a modest amount of data (including personal information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using TBG’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
    7. Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between TBG and the Client in accordance with clause 8 below.
  2. Acceptance
    1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
    2.  
      1. ; and
      2. supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, TBG reserves the right to substitute comparable Goods (or components of the Goods) and vary the Price as per clause 8.2. In all such cases TBG will notify the Client in advance of any such substitution, and also reserves the right to place the Client’s order and/or Services on hold until such time as TBG and the Client agree to such changes;
      3. the event that the Client believes that TBG has scratched the vehicle whilst conducting the Services and/or installing the Goods, the Clients shall within twenty-four (24) hours of delivery (time being of the essence) notify TBG of any alleged defect or damage. The Client shall afford TBG an opportunity to inspect the vehicle within a reasonable time following delivery. If the Clients fails to comply with clause (e), the vehicle shall be presumed to be free from any defect or damage; and
  3.  
    1. . The Client accepts that they will be solely liable to TBG for all additional costs incurred by TBG (including TBG’s profit margin) in providing any Services, Goods or variation/s requested thereto by the Client’s duly authorised representative.
  4.  
    1.  
      1. in/omitted from any literature (hard copy and/or electronic) supplied by TBG in respect of the Services.
    2. 4.1, and is not attributable to the negligence and/or wilful misconduct of TBG; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
  5.  
    1. shall give TBG not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address and contact phone or fax number/s, change of trustees or business practice). The Client shall be liable for any loss incurred by TBG as a result of the Client’s failure to comply with this clause.
  6.  
    1. At TBG’s sole discretion the Price shall be either:
      1. as indicated on any invoice provided by TBG to the Client; or
      2. the Price as at the date of Delivery of the Goods according to TBG’s current price list; or
      3. TBG’s quoted price (subject to clause 8.2) which will be valid for the period stated in the quotation or otherwise for a period of fourteen (14) days.
    2. 8.2      TBG reserves the right to change the Price:
  • Variations will be charged for on the basis of TBG’s quotation, and will be detailed in writing, and shown as variations on TBG’s invoice. The Client shall be required to respond to any variation submitted by TBG within ten (10) working days. Failure to do so will entitle TBG to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
    • Where TBG is requested to store the Client’s vehicle, or where the vehicle is not collected within twenty-four (24) hours of advice to the Client that it is ready for collection, then TBG (at its sole discretion) may charge a weekly storage fee.
    • At TBG’s sole discretion a deposit may be required.
    • Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by TBG, which may be:
      • on delivery of the Goods or completion of the Services;
      • for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
      • the date specified on any invoice or other form as being the date for payment; or
      • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by TBG.
    • Payment may be made by electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Client and TBG.
    • TBG may in its discretion allocate any payment received from the Client towards any invoice that TBG determines and may do so at the time of receipt or at any time afterwards. On any default by the Client TBG may re-allocate any payments previously received and allocated. In the absence of any payment allocation by TBG, payment will be deemed to be allocated in such manner as preserves the maximum value of TBG’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
    • The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by TBG nor to withhold payment of any invoice because part of that invoice is in dispute.
    • Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to TBG an amount equal to any GST TBG must pay for any supply by TBG under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client 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.
  • Provision of the Services
    • At TBG’s sole discretion Delivery (“Delivery”) of the Services shall take place when:
      • TBG provides the Services at TBG’s address; or
      • TBG provides the Services at the Client’s nominated address.
    • Where TBG is to provide any Services at the Client’s nominated address, which is more than a 20km radius from TBG’s premises, then the Client shall be liable for all costs incurred by TBG from the time they depart from, and until they return to, their normal place of work (including, but not limited to, mileage and time calculated at TBGs standard rates and any Goods purchased for the Services).
    • Delivery of the Goods is taken to occur at the time that:
      • the Client or the Client’s nominated carrier takes possession of the Goods at TBG’s address; or
      • TBG (or TBG’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
    • At TBG’s sole discretion the cost of Delivery is either included in the Price or is in addition to the Price.
    • Any time specified by TBG for Delivery of the Goods is an estimate only. The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. TBG will not be liable for any loss or damage incurred by the Client as a result of Delivery being late.
  • Specifications
    • TBG shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, TBG accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
    • Where the Client has provided instructions or specifications for TBG to complete the Services (including, but not limited to, any requested variation to the original design), then TBG shall accept no liability whatsoever for the finished Services being deemed as unsatisfactory to the Client.
    • Whilst TBG shall endeavour to modify the vehicle to the exact specifications or instructions of the Client, TBG can offer no guarantee that any technique used will provide the exact effect desired by the Client.
    • If in the opinion of TBG the Client’s requests for modifications are deemed to be unsuitable and unsafe to proceed with, then TBG reserves the right to halt the Services until such time as the Client authorises TBG in writing to proceed with the modifications and accepts that TBG shall not be responsible for any defects in the Services, any loss or damage to the vehicle (or any part thereof), howsoever arising from the modifications instructions supplied by the Client.
    • The Client acknowledges and accepts that any modifications carried out by TBG to the Client’s vehicle is done so based on TBG’s knowledge and experience and shall comply with the provisions of all statutes, regulations and any other relevant safety standards or legislation. Any additional certifications required outside the scope of TBG’s Services shall be the responsibility of the Client and TBG does not accept any liability in the event of any damage caused as a direct result of the Client’s failure to comply with such requirements.
  • Risk
    • Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
    • If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, TBG is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by TBG is sufficient evidence of TBG’s rights to receive the insurance proceeds without the need for any person dealing with TBG to make further enquiries.
    • If the Client requests TBG to leave Goods outside TBG’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
    • If TBG has been requested by the Client to diagnose a fault that requires disassembly and/or testing, all costs involved will be charged to the Client irrespective of whether or not the repair goes ahead.
    • The Client acknowledges and agrees that TBG shall be entitled to:
      • retain any components replaced during the provision of the Services; and
      • the right to retain all proceeds obtained from the sale of such components to any auto recycler or salvage yard.
    • Where the Goods are sold by description or by reference sample, TBG will make every effort to supply the Goods complying with the sample description, TBG shall not be liable for any loss, damage or costs, howsoever arising resulting from any variation in the Goods or sale samples and the final Goods supplied.
    • The Client acknowledges and accepts that:
      • TBG is only responsible for Goods that are replaced by TBG, and that in the event that other components subsequently fail, the Client agrees to indemnify TBG against any loss or damage to the Goods or the Client’s vehicle, or caused by the components, or any part thereof howsoever arising;
      • if during the course of the Services TBG identifies associated faults, TBG will communicate these faults to the Client prior to continuing with the Services. Where the Client chooses not to have the faults rectified TBG will not be held liable for any futher damaged caused;
      • where TBG has performed temporary repairs on the vehicle that:
        • TBG offers no guarantee against the reoccurrence of the initial fault, or any further damage caused; and
        • TBG will immediately advise the Client of the fault and shall provide the Client with an estimate for the full repair; and
      • Goods supplied may exhibit variations in shade, colour, texture, surface and finish, and may fade or change colour over time. TBG shall endeavour to match old for new however the Client accepts and acknowledges that colours may not match due to differences in colour matching/mixing technologies, fading and/or weathering of the sample provided to colour match from. Therefore, TBG shall not be held responsible or liable for any differences that may result.
    • TBG will accept no responsibility for valuables or other items left in the Client’s vehicle. It is the Client’s responsibility to remove any valuables from the Client’s vehicle prior to commencement of the Services.
    • In the event the Client requests TBG to work on a vehicle, and leaves the vehicle and/or the keys at TBG’s’s premises whilst the site is unattended, then TBG shall not be responsible for the security of the vehicle or the keys, and shall not be held liable for any loss, damages or costs howsoever resulting.
    • TBG shall not be liable whatsoever for the loss of or damage to the Client’s vehicle, its accessories or contents while TBG provides the authorised Services (including in the event of a call-out: it shall be the Client’s responsibility to remain with the vehicle to ensure security of the same), unless caused by the negligence of TBG, or TBG’s employees.
    • It is the Client’s responsibility to ensure that the Client’s vehicle is insured against all possible damage (including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks) whilst stored at TBG’s premises. The vehicle is at all times stored at the Client’s sole risk. 
  • Compliance with Laws
    • The Client and TBG shall comply with the provisions of all statutes, regulations and any other relevant safety standards or legislation that may be applicable to the Services.
    • Where the Client has supplied parts/products for TBG to complete the Services, the Client acknowledges that it accepts responsibility for the suitability of purpose and use for their products and the intended use and any faults inherent in those products. However, if in TBG’s opinion, it is believed that the parts/products supplied are non-conforming materials and will not conform with New Zealand regulations, then TBG shall be entitled, without prejudice, to halt the Services until the appropriate conforming materials are sourced and all costs associated with such a change to the plans and design will be invoiced in accordance with clause 8.2.
  • Title

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      • the Client has paid TBG all amounts owing to TBG; and
      • the Client has met all of its other obligations to TBG.
    • Receipt by TBG 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.
    • It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 13.1:
      • the Client is only a bailee of the Goods and must return the Goods to TBG on request;
      • the Client holds the benefit of the Client’s insurance of the Goods on trust for TBG and must pay to TBG the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
      • the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for TBG and must pay or deliver the proceeds to TBG on demand;
      • the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of TBG and must sell, dispose of or return the resulting product to TBG as it so directs;
      • the Client irrevocably authorises TBG to enter any premises where TBG believes the Goods are kept and recover possession of the Goods;
      • TBG may recover possession of any Goods in transit whether or not Delivery has occurred;
      • the Client 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 TBG; and
      • TBG may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
  • 14.      Personal Property Securities Act 1999 (“PPSA”)
    •  
    •  
    • 14.1 to 14.5.
    • 14), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

·         

    • 15 including, but not limited to, signing any document on the Client’s behalf.
  1. Defects
    1.  
    2. Goods will not be accepted for return other than in accordance with 16.1 above, and provided that:
      1. TBG has agreed in writing to accept the return of the Goods; and
      2. the Goods are returned at the Client’s cost within seven (7) days of the Delivery date; and
      3. TBG 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.
    3. TBG may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of ten percent (10%) of the value of the returned Goods plus any freight.
    4. Subject to clause 16.1, non-stocklist items or Goods made to the Client’s specifications are not acceptable for credit or return.
  2. Warranty
    1. 17.1    Subject to the conditions of warranty set out in clause 17.2 TBG warrants that if any defect in any workmanship of TBG becomes apparent and is reported to TBG within twelve (12) months of the date of Delivery (time being of the essence) then TBG will either (at TBG’s sole discretion) replace or remedy the workmanship.
    2. 17.1 are:
      1. the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
        1. failure on the part of the Client to properly maintain any Goods; or
        2. failure on the part of the Client to follow any instructions or guidelines provided by TBG; or
        3. any use of any Goods otherwise than for any application specified on a quote or order form; or
        4. the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
        5. fair wear and tear, any accident or act of God.
      2. the warranty shall cease and TBG shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without TBG’s consent.
      3. in respect of all claims TBG shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
    3. For Goods not manufactured by TBG, the warranty shall be the current warranty provided by the manufacturer of the Goods. TBG shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
  3. Consumer Guarantees Act 1993
    1. If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by TBG to the Client.
  4. Intellectual Property
    1. Where TBG has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of TBG. Under no circumstances may such designs, drawings and documents be used without the express written approval of TBG.
    2. The Client warrants that all designs, specifications or instructions given to TBG will not cause TBG to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify TBG against any action taken by a third party against TBG in respect of any such infringement.
    3. The Client agrees that TBG may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which TBG has created for the Client.
  5.  
    1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at TBG’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    2. If the Client owes TBG any money the Client shall indemnify TBG from and against all costs and disbursements incurred by TBG in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, TBG’s collection agency costs, and bank dishonour fees).
    3. Further to any other rights or remedies TBG may have under this Contract, if a Client has made payment to TBG, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by TBG under this clause 20 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
    4. Without prejudice to TBG’s other remedies at law TBG shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to TBG shall, whether or not due for payment, become immediately payable if:
      1. any money payable to TBG becomes overdue, or in TBG’s opinion the Client will be unable to make a payment when it falls due;
      2. the Client has exceeded any applicable credit limit provided by TBG;
      3. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
  6. Cancellation
    1. Without prejudice to any other remedies TBG may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions TBG may suspend or terminate the supply of Goods to the Client. TBG will not be liable to the Client for any loss or damage the Client suffers because TBG has exercised its rights under this clause.
    2. TBG may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice TBG shall repay to the Client any money paid by the Client for the Goods. TBG shall not be liable for any loss or damage whatsoever arising from such cancellation.
    3. In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by TBG as a direct result of the cancellation (including, but not limited to, any loss of profits).
    4. Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
  7. Privacy Policy
    1. 22.1    All emails, documents, images or other recorded information held or used by TBG is Personal Information as defined and referred to in clause 22.3 and therefore considered confidential. TBG acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). TBG acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by TBG that may result in serious harm to the Client, TBG will notify the Client in accordance with the Act and/or the GDPR.  Any release of such personal information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
  • 22.1, privacy limitations will extend to TBG in respect of Cookies where the Client utilises TBG’s website to make enquiries. TBG agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
    • Personal Information”)

If the Client consents to TBG’s use of Cookies on TBG’s website and later wishes to withdraw that consent, the Client may manage and control TBG’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

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    • access, collect, retain and use any information about the Client;
      • (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
      • for the purpose of marketing products and services to the Client.
    • disclose information about the Client, whether collected by TBG from the Client directly or obtained by TBG 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 Client.
    • Where the Client is an individual the authorities under clause 22.3 are authorities or consents for the purposes of the Privacy Act 1993.
    • The Client shall have the right to request (by e-mail) from TBG, a copy of the Personal Information about the Client retained by TBG and the right to request that TBG correct any incorrect Personal Information.
    • TBG will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
    • The Client can make a privacy complaint by contacting TBG via e-mail. TBG will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at http://www.privacy.org.nz/comply/comptop.html.
  • Service of Notices

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      • by handing the notice to the other party, in person;
      • by leaving it at the address of the other party as stated in this Contract;
      • by sending it by registered post to the address of the other party as stated in this Contract;
      • if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
      • if sent by email to the other party’s last known email address.
    • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
  • Trusts
    • If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not TBG may have notice of the Trust, the Client covenants with TBG as follows:
      • the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
      • the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
      • the Client will not without consent in writing of TBG (TBG will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
        • the removal, replacement or retirement of the Client as trustee of the Trust;
        • any alteration to or variation of the terms of the Trust;
        • any advancement or distribution of capital of the Trust; or
        • any resettlement of the trust property.
  • General
    • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Auckland, New Zealand.
    • Except to the extent permitted by law “CGA”, TBG shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by TBG of these terms and conditions (alternatively TBG’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    • TBG may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
    • The Client cannot licence or assign without the written approval of TBG.
    • TBG may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of TBG’s sub-contractors without the authority of TBG.
    • The Client agrees that TBG may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for TBG to provide Goods to the Client.
    • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party.
    • Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.