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DEFINITIONS In these terms of trade: “Account” means the Customer’s account with MICKOR ELECTRICAL. “Customer” means the person or entity making the application or any person acting with ostensible authority on behalf of the Customer. “Goods” means goods supplied by MICKOR ELECTRICAL to the Customer at any time. “Guarantor” means any party executing a Guarantee of the Customer’s Account with MICKOR ELECTRICAL, “Order” or “Orders” means the order or orders of the Customer to MICKOR ELECTRICAL to supply Goods and Services. “PPSA” means the Personal Property Securities Act 1999. “Services” means services supplied by MICKOR ELECTRICAL to the Customer at any time. The terms of trade here-in is for MICKOR ELECTRICAL. 2. Orders Orders will be on such forms as may be required from time to time by MICKOR ELECTRICAL. 3. Acceptance Each and any Order given to MICKOR ELECTRICAL by the Customer whether or not filled in part or in whole shall signify and constitute acceptance by the Customer of these Terms and Conditions of Trade, and the Customer agrees that no further acceptance, signing or notification is required for enforcement of the provisions herein. 4. Prices Prices are subject to change without notice. All Orders will be charged at prices prevailing at the date of delivery of the Goods and Services. 5. Delivery Where the Order makes provision for delivery then delivery shall take place at the place stated in the Order. If no place is indicated then delivery shall be made at the physical address of the Customer set out in the application. 6. Access for Installation and Provision of Services (a) The Customer shall provide for the purposes of installation and provision of Services at no cost to MICKOR ELECTRICAL , all necessary facilities including power, lighting, unloading, hoisting and lifting facilities, labour, site preparation and employee amenities which comply with the statutory requirements.
(b) Upon the Vendor delivering Goods or providing Services the Customer shall ensure adequate safe storage facilities are provided for protection against theft and damage of the Goods or any equipment or other items belonging to MICKOR ELECTRICAL at no cost to MICKOR ELECTRICAL. (c) The Customer acknowledges that it solely shall be responsible for arranging and providing convenient access for the Goods and provision of Services to the proposed place of installation including but not limited to access thereto by way of stairs, lift or crane as the case may require. (d) If the Customer fails to supply convenient access as aforesaid for any reason then MICKOR ELECTRICAL may make a further charge to the Customer to cover the additional costs it incurs arising from such failure as MICKOR ELECTRICAL considers reasonable. (e) If the Customer is not in a position to accept or take delivery of the Goods or accept provision of the Services as scheduled the Customer shall be responsible for all additional charges caused thereby. (f) Where installation or supply of the Goods or provision of the Services is required of MICKOR ELECTRICAL by the Customer and installation or supply is required to be co-ordinated with other trades the Customer shall provide MICKOR ELECTRICAL with a schedule detailing all relevant information relating to installation or supply with sufficient time allowed for MICKOR ELECTRICAL to meet delivery or supply dates. (g) The delivery or supply period shall be extended to cover delays caused by strikes, lockouts, prohibitions, non-availability of materials or any circumstances beyond MICKOR ELECTRICAL’s control. 7. Health and Safety in Employment Act 1992 MICKOR ELECTRICAL shall be responsible for the actions of its employees in terms of section 15 of the Health and Safety in Employment Act 1992 (“HSEA”), (including the HSE Amendment Act 2002). The Customer shall be responsible for compliance with the HSEA in respect of the Customer’s site and shall advise MICKOR ELECTRICAL, prior to commencement of any work, of any hazards on the Customer’s site. 8. Time of Performances
Time shall in no case be of the essence in respect of the delivery of Goods or the provision of Services. MICKOR ELECTRICAL shall not be responsible for any delay in the delivery of Goods or the provision of Services and the Customer shall not be entitled to cancel orders because of any such delay. Dates for delivery of Goods and provision of Services are given in good faith and are not to be treated as a condition of sale or purchase. Delivery of Goods by MICKOR ELECTRICAL to a carrier is deemed to be delivery to the Customer. 9. Terms of Payment (a) Unless otherwise specified, payment for all Goods and Services shall be made no later than: (i) the 7th day following supply for non-account Customers; (ii) the 20th day of the month following supply for account Customers. (b) MICKOR ELECTRICAL may, at its sole discretion, require payment of a deposit by the Customer prior to processing any Order. (c) An administration fee may be charged on all overdue amounts In addition to any other charges pursuant to this clause. (d) Interest will accrue on all amounts overdue at the rate of 2.5% per month and will be calculated on a day by day basis until payment is made in full. (e) All costs of or incurred by MICKOR ELECTRICAL as a result of a default by the Customer including but not limited to administration charges, debt collection costs and legal costs as between solicitor and client shall be payable by the Customer. (f) If the Customer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or if a receiver is appointed for all or any assets of the Customer, MICKOR ELECTRICAL may cancel any Order without prejudice to any other rights it may have and payment for all completed Orders shall immediately become due. 10. ESTIMATES Where an estimate is given by MICKOR ELECTRICAL for the supply of Goods and Services:
(a) unless otherwise agreed the estimate shall be valid for 7 (seven) days from the date of issue; (b) the estimate shall be exclusive of Goods and Services Tax unless specifically stated to the contrary. 11. Taxes and Duties Unless expressly included in any estimate given by MICKOR ELECTRICAL, Goods and Services Tax and other taxes and duties assessed or levies in connection with the supply of the Goods and Services to the Customer are not Included in the price and shall be the responsibility of the Customer or, where the payment of such taxes or duties is the responsibility of MICKOR ELECTRICAL, the price shall be increased by the amount of such taxes or duties. 12. Payment Allocation MICKOR ELECTRICAL may in its discretion allocate any payment received from the Customer towards any invoice that MICKOR ELECTRICAL determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer, MICKOR ELECTRICAL may re-allocate any payments previously received and allocated. In the absence of any payment allocation by MICKOR ELECTRICAL, payment shall be deemed to be allocated in such manner as preserves the maximum value of MICKOR ELECTRICAL’s purchase money security interest in the products. 13. Errors or Omissions Clerical errors or omissions, whether in computation or otherwise in the estimate, acknowledgement or invoice shall be subject to correction. 14. Risk From the time of dispatch to the Customer by MICKOR ELECTRICAL, risk in all Goods supplied shall pass to the Customer and any loss, damage or deterioration to the Goods shall be borne by the Customer. The Customer shall notwithstanding any loss, damage or deterioration to the Goods remain liable to pay for the Goods. 15. Ownership/General Lien (a) MICKOR ELECTRICAL shall retain ownership of all Goods supplied until it receives payment in full of all amounts owing by the Customer for all Orders.
(b) If any of the Goods are incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods shall be and remain with MICKOR ELECTRICAL until payment is made. MICKOR ELECTRICAL’s Security Interest in the Goods shall continue in the terms of section 82 of the PPSA. (c) MICKOR ELECTRICAL shall have a right to stop and retrieve the Goods in transit whether or not ownership has passed. 16. Ownership Until payment is made by the Customer, the Customer agrees to: (a) enable the Goods to be readily identifiable as the property of MICKOR ELECTRICAL; (b) hold the Goods as trustee for MICKOR ELECTRICAL and deal with the Goods as agent for and on behalf of MICKOR ELECTRICAL (but will not hold the Customer out as an agent to any third parties); (c) if the Goods are re-sold, the proceeds of re-sale will belong to MICKOR ELECTRICAL and the Customer shall keep the proceeds of sale in a separate account for which separate records are kept. 17. Merger with Other Goods If the Goods are attached, fixed or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the products and services shall remain with MICKOR ELECTRICAL until the Customer has made payment for all Goods and where those Goods are mixed with other property so as to be part of or constituent of any new goods title to those new goods shall be deemed to be assigned to MICKOR ELECTRICAL as security for the full satisfaction by the Customer of the full amount owing by the Customer to MICKOR ELECTRICAL. 18. Export Prohibition (a) The Goods provided pursuant to these Terms and Conditions of Trade are sold for use in New Zealand only and are not to be exported elsewhere, directly or indirectly, without prior agreement of MICKOR ELECTRICAL.
(b) In the event that MICKOR ELECTRICAL consents to the export of the Goods the Customer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined. 19. Recovery of Goods (a) In the event of non-payment or if payment of the Customer’s Account is overdue MICKOR ELECTRICAL shall be entitled without prejudice to any right it has at law or in equity to enter the place where the Goods are stored whether at the Customer’s premises or property or the premises or property of a third party for the purpose of recovering and taking possession of the Goods supplied. (b) The Customer warrants to MICKOR ELECTRICAL that where the Goods are stored on the premises or property of a third party the Customer is acting as agent for the third party and has the full authority of the third party to authorise entry on to the premises or property of the third party for the purpose of recovering the Goods supplied without releasing the Customer from liability. (c) MICKOR ELECTRICAL will not be responsible for any damage reasonably caused in the Course of removal of Goods supplied either in the possession of the Customer or a third party and the Customer indemnifies MICKOR ELECTRICAL to the full extent in respect of damage caused in the course of removal from the property of a third party. (d) MICKOR ELECTRICAL may resell the Goods and apply the proceeds towards payment of the Customer’s outstanding Account with MICKOR ELECTRICAL. Any shortfall will remain the liability of the Customer. The Customer indemnifies MICKOR ELECTRICAL for all costs and expenses including legal costs as between solicitor and client which MICKOR ELECTRICAL may incur in recovering the Goods and any monies owed to it. 20. Warranties (a) Unless otherwise specified, MICKOR ELECTRICAL gives no warranty express or implied as to the quality, description or fitness for any particular purpose of the Goods and Services. (b) Where applicable, manufacturer’s warranties will attach to the Goods. (c) MICKOR ELECTRICAL warrants the workmanship of the Goods and Services free from material defect for a period of 3 months following supply. The Customer must notify
MICKOR ELECTRICAL in writing of the defect in workmanship within a reasonable time from discovering such defect and in any case within 3 months following supply. (d) Where the Consumer Guarantees Act 1993 applies the Customer shall have all the rights and remedies provided under this Act but no others. Any business or trade Customer warrants to MICKOR ELECTRICAL that any Goods and Services supplied by MICKOR ELECTRICAL under any order with MICKOR ELECTRICAL are being acquired by the Customer for the purpose of its business and the Consumer Guarantees Act 1993 does not apply to the supply of those Goods and Services. (e) Where Goods supplied are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order, MICKOR ELECTRICAL will at its discretion replace or repair any faulty Goods or pay the cost of replacing them, but only If a claim is made by the Customer within seven days of delivery of the Goods, time being of the essence. 21. Compliance The Customer shall be solely responsible for obtaining any necessary permits under and for compliance with all legislation, regulations, by-laws or rules having the force of law in connection with the installation operation and provision of the Goods and Services. 22. Cancellation The Customer shall not be entitled to cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade. 23. Returns The Customer shall not be entitled to return Goods or cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade. 24. Personal Property Securities Act 1999 (a) The Customer hereby acknowledges that these Terms and Conditions of Trade constitute a security agreement which creates a security interest in favour of MICKOR ELECTRICAL in all Goods and Services previously supplied by MICKOR ELECTRICAL to the Customer (if any) and all after acquired Goods and Services supplied by MICKOR ELECTRICAL to the Customer (or for the Customer’s account) to secure the payment from time to time and at a time, including future advances. The Customer agrees to grant a “purchase money security interest” to MICKOR ELECTRICAL, as that term is defined in the PPSA.
(b) The Customer acknowledges and agrees that by assenting to these terms the Customer grants a security interest (by virtue of the retention of title clause In these Terms and Conditions of Trade) to MICKOR ELECTRICAL and all Goods and Services previously supplied by MICKOR ELECTRICAL to the Customer (if any) and all after-acquired Goods and Services supplied by MICKOR ELECTRICAL to the Customer (or for the Customer’s account) and these terms shall apply notwithstanding anything express or implied to the contrary contained in the Customers purchase order. (c) The Customer undertakes to: (i) sign any further documents and/or provide any further information (which Information the Customer warrants to be complete, accurate and up-to-date in all respects) which MICKOR ELECTRICAL may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”); (ii) not register a financing change statement as defined in section 135 of the PPSA or make a demand to alter the financing statement pursuant to section 162 of the PPSA in respect of the Goods without the prior written consent of MICKOR ELECTRICAL; (iii) give MICKOR ELECTRICAL not less than 14 days’ prior written notice of any proposed change in the Customers name and/or any other changes in the Customers details (including but not limited to changes in the Customers address, facsimile number, email address; trading name or business practice); (iv) pay all costs incurred by MICKOR ELECTRICAL in registering and maintaining a financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce the security interest created by these Terms and Conditions of Trade including executing subordination agreements; (v) be responsible for the full costs incurred by MICKOR ELECTRICAL (including actual legal fees and disbursements on a solicitor/client basis) in obtaining an order pursuant to section 167 of the PPSA; and (vi) the Customer waives any rights it may have under sections 116, 119, 120(2}, 121, 125, 126, 127, 129, 131 and 132 of the PPSA upon enforcement. (d) Pursuant to section 148 of the PPSA, unless otherwise agreed to in writing by MICKOR ELECTRICAL, the Customer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.
(e) To the maximum extent permitted by law, the Customer waives its rights and, with MICKOR ELECTRICAL’s agreement, contracts out of its rights under sections referred to in sections 107(2), 8(e) and (g) to (I) of the PPSA. (f) The Customer agrees that nothing in section 113, 114(1) (a), 117(1) (c), 133 and 134 of the PPSA shall apply to these terms, and, with MICKOR ELECTRICAL’s agreement, contracts out of such sections. (g) The Customer and MICKOR ELECTRICAL agree that section 109(1) of the PPSA is contracted out of in respect of particular Goods and Services if and only for as long as MICKOR ELECTRICAL is not the secured party with priority over all other secured parties in respect of those Goods and Services. (h) The Customer agrees that immediately on request by MICKOR ELECTRICAL the Customer will procure from any persons considered by MICKOR ELECTRICAL to be relevant to its security position such agreement and waivers as MICKOR ELECTRICAL may at any time require. 25. Security Interest The Customer gives MICKOR ELECTRICAL a Security Interest in all of the Customer’s present and after-acquired property that MICKOR ELECTRICAL has performed services on or to or in which goods or materials supplied or financed by MICKOR ELECTRICAL have been attached or incorporated. 26. Events of Default All payments shall become Immediately due to MICKOR ELECTRICAL and MICKOR ELECTRICAL may at Its option suspend or terminate these Terms and Conditions of Trade and/or exercise any of the remedies available to it under these Terms and Conditions of Trade in the event that: (a) a receiver is appointed over any of the assets or undertaking of the Customer; (b) an application for the appointment of a liquidator is filed against the Customer which remains unsatisfied for a period of 10 days, or any of the conditions necessary to render the Customer liable to have a liquidator exist, or a liquidator is appointed;
(c) the Customer goes into voluntary liquidation, amalgamates with another company or acquires its own shares In accordance with the Companies Act 1993; (d) the Customer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme with its creditors; or (e) the Customer becomes insolvent within the meaning of the Insolvency Act 2006 or is, becomes, or is presumed to be unable to pay its debts as they fall due as defined in section 287 of the Companies Act 1993 or commits any act of bankruptcy. 27. Authority to Sell Goods and Services Supplied Notwithstanding that title in all Goods and Services is retained by MICKOR ELECTRICAL, the Customer is authorized to sell the Goods and Services in the ordinary course of business provided that the authority may be removed by written notice if MICKOR ELECTRICAL considers the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations to MICKOR ELECTRICAL and shall be deemed automatically revoked if the Customer commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or a receiver is appointed for all or any assets of the Customer. 28. Sale of Goods and Services Supplied (a) Where Goods and Services in respect of which property has not passed to the Customer are sold by the Customer in the ordinary course of business, the book debt created on the sale and the proceeds of sale when received shall be held by the Customer for MICKOR ELECTRICAL in terms of section 45 of the PPSA. (b) Where any proceeds of sale are placed in the Customer’s bank account the funds in the Customer’s bank account shall be deemed to be held on trust for MICKOR ELECTRICAL to the extent of proceeds of sale. (c) Where any payments are made from the Customer’s bank account otherwise than to MICKOR ELECTRICAL payment shall be deemed to have been made from all other funds in the Customer’s bank account and not from funds held on trust for MICKOR ELECTRICAL.
(d) The trust obligation imposed by this clause and MICKOR ELECTRICAL’s entitlements under the PPSA shall continue for so long as MICKOR ELECTRICAL is unpaid for all Goods and Services supplied to the Customer. 29. Security Without prejudice to such other rights as MICKOR ELECTRICAL may have pursuant to these Terms and Conditions of Trade, MICKOR ELECTRICAL reserves the right to request from the Customer such security as MICKOR ELECTRICAL may from time to time think desirable to secure to MICKOR ELECTRICAL all sums due to MICKOR ELECTRICAL and may refuse to supply further Goods and Services to the Customer until such security is given. 30. Liability (a) MICKOR ELECTRICAL’s liability to the Customer shall be limited to the value of the Order supplied. (b) The Sale of Goods Act 1908, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon MICKOR ELECTRICAL which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on MICKOR ELECTRICAL, MICKOR ELECTRICAL’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute. (c) Except as otherwise provided above MICKOR ELECTRICAL shall not be liable for any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by MICKOR ELECTRICAL to the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by MICKOR ELECTRICAL to the Customer. (d) The Customer shall indemnify MICKOR ELECTRICAL against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of MICKOR ELECTRICAL or otherwise, brought by any person in connection with any matter, act, omission, or error by MICKOR ELECTRICAL its agents or employees in connection with the Goods and Services.
31. Copyright and Intellectual Property (a) Unless it is specifically agreed in writing to the contrary, MICKOR ELECTRICAL retains all intellectual property rights, including copyright, patents, registered designs, and all protection of confidential information in respect of any Goods and Services provided by MICKOR ELECTRICAL for/to the Customer. (b) The Customer will at all times keep MICKOR ELECTRICAL advised of any infringement or potential infringement by a third party of MICKOR ELECTRICAL’s intellectual property rights. (c) The Customer will immediately advise MICKOR ELECTRICAL of any alleged infringement by the vendor of a third party’s intellectual property rights. The Customer will indemnify and hold harmless MICKOR ELECTRICAL against any losses, costs, actions or liabilities suffered or incurred as a consequence of such infringement or alleged infringement. (d) MICKOR ELECTRICAL owns and has copyright in all designs, specifications, documents, and software produced by MICKOR ELECTRICAL in connection with the Goods provided pursuant to these Terms and Conditions of Trade and the client may use the Goods only if paid for in full and for the purpose for which they were intended and supplied by MICKOR ELECTRICAL. 32. Construction Contracts Act (a) All Orders that fit within the meaning of a Construction Contract pursuant to section 5 of the Construction Contracts Act 2002 (“CCA”) are subject to the CCA and this clause. (b) In providing the Services, should MICKOR ELECTRICAL encounter unforeseen or hidden problems or unsuitable conditions (including but not limited to problems underground, behind wall or roof space, under the floor, or worn, damaged or corroded fittings), MICKOR ELECTRICAL shall contact the Customer forthwith and provide the Customer with an estimate of further costs to complete the work. The Customer shall then have the option of accepting the further costs, or terminating the contract and paying to MICKOR ELECTRICAL all costs incurred to the date of termination. (c) The Customer acknowledges that MICKOR ELECTRICAL is entitled to progress payments in accordance with sections 16 and 17 of the CCA and will make payment on the due date for payment as defined in section 18 of the CCA.
(d) MICKOR ELECTRICAL retains the right to claim under the CCA by submitting a Payment Claim as defined in the CCA, in writing, identifying the contract, identifying the item, the period to which it relates, the amount claimed, when it is due to be paid and detailing how the claim is calculated. (e) In the event of a dispute regarding the Payment Claim the parties shall resolve the matter using the binding fast track process in Part 3 of the CCA. (f) MICKOR ELECTRICAL does not accept any liability whatsoever for loss or damage resulting from defects in designs prepared by any third party. Any such defects discovered by MICKOR ELECTRICAL will be brought to the attention of the Customer forthwith. If the Customer then chooses to proceed with a defective design the Customer shall confirm same in writing and indemnifies MICKOR ELECTRICAL against any loss or liability. MICKOR ELECTRICAL shall be entitled to cease the provision of Services until such time as the requested indemnity is provided by the Customer in writing. (g) Should MICKOR ELECTRICAL be asked to incorporate any new, used or second hand products the Customer acknowledges that no warranty is given as to the quality or suitability for any purpose of the products before, during or after installation. 33. Suitability of Goods and Services The Customer must satisfy itself that the Goods and Services as ordered are fit and suitable for the purpose for which they are required. MICKOR ELECTRICAL makes no warranties or representation and expressly negates any implied or expressed condition that the Goods and Services will be suitable for a particular purpose or use for which the Customer may use them. The Customer accepts all risk and responsibility for consequences arising from the use of the Goods and Services whether singularly or in combination with other Goods and Services. 34. Dimensions and Specifications (a) Dimensions and specifications contained or referred to in any Order, catalogues, brochure or other publications maintained or issued by MICKOR ELECTRICAL are estimates only. (b) Unless otherwise expressly agreed in writing, it is not a condition of these Terms and Conditions of Trade or any Order that the Goods and Services will correspond precisely with such dimensions and specifications and customary tolerances or in the absence of customary tolerances, reasonable tolerances shall be allowed.
35. Personal Guarantee of Company Directors or Trustees If the Customer is a Company or Trust, the Director(s) or Trustee(s) signing this contract, in consideration for MICKOR ELECTRICAL agreeing to supply Goods and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally guarantee as principal debtors to MICKOR ELECTRICAL the payment of any and all moneys now or hereafter owed by the Customer to MICKOR ELECTRICAL and indemnify MICKOR ELECTRICAL against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in these Terms and Conditions of Trade. The signatories and the Customer shall be jointly and severally liable under these Terms and Conditions of Trade and for payment of all sums due hereunder. 36. Assignment (a) The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of MICKOR ELECTRICAL. (b) MICKOR ELECTRICAL is entitled at any time to assign to any other party all or any part of a debt which is owing to MICKOR ELECTRICAL. (c) MICKOR ELECTRICAL may also assign or sub-contract any part of the work which is to be performed under any contract. (d) In respect of any assignment by MICKOR ELECTRICAL pursuant to this clause, the Assignee shall be entitled to the full rights of MICKOR ELECTRICAL. 37. Disputes 38. a) In the event of any dispute arising between MICKOR ELECTRICAL and the Customer, such dispute shall in the first instance be referred to mediation for resolution.(b) In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute. (c) Nothing in this clause prevents MICKOR ELECTRICAL from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief. 39. Notices All notices required or committed under these Terms of Trade are to be served as provided in sections 353, 359, 360 and 361 of the Property Law Act 2007 and section 387 of the
Companies Act 1993, or by facsimile, in which case notice is deemed to be given the day after sending. 39. Validity If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 40. Changes of General Terms and Conditions (a) MICKOR ELECTRICAL may at any time refuse an order by the Customer or decline to approve any application by the Customer for any reason whatsoever. (b) The existence of an account by the Customer with MICKOR ELECTRICAL does not automatically entitle the Customer to credit in the future. (c) Failure by MICKOR ELECTRICAL to enforce any of the terms and conditions contained in these Terms and Conditions of Trade shall not be deemed to be a waiver of any of the rights or obligations MICKOR ELECTRICAL has under these Terms and Conditions of Trade. (d) MICKOR ELECTRICAL may from time to time by written notice to the Customer amend, add to or repeal the trading conditions covered by this Agreement or may substitute any fresh trading conditions and such amendment, addition or substitute trading conditions shall be binding on the Customer fourteen days after the date of delivery of the notice. 41. Force Majeure Neither MICKOR ELECTRICAL nor the Customer will be liable to the other for any breach of this Agreement by any extraordinary occurrences which are beyond the reasonable control of the party in question. 42. Entire Agreement These Terms and Conditions of Trade constitute the entire agreement and supersede and extinguish all prior agreements and understandings between MICKOR ELECTRICAL and the Customer. 43. Other Agreements If there is inconsistency between these Terms and Conditions of Trade and any order submitted by the Customer or any other arrangement between MICKOR ELECTRICAL and
Customer, these Terms and Conditions of Trade prevail unless otherwise agreed in writing by the parties. 44. Governing Law These Terms and Conditions of Trade will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction over any dispute in relation to the Goods and Services.
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