Terms of Trade

FINISHRITE POOLS LIMITED

Definitions

“Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Finishrite Pools Limited (Finishrite) to provide the Works as specified in any proposal, quotation, order, invoice or other documentation.

  1.  If there is more than one Client, it shall be a reference to each Client jointly and severally.
  2. If the Client is a partnership, it shall bind each partner jointly and severally.
  3. If the Client is a part of a Trust, it shall be bound in their capacity as a trustee.
  4. Includes the Client’s executors, administrators, successors, and permitted assigns.

“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.

“Contractor” or ‘Finishrite’ means Finishrite Pools Limited, its successors and assigns, or any person acting on behalf of and with the authority of Finishrite Pools Limited.

“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 Aquaflow’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.

“Materials” or ‘Goods’ means all goods, products, equipment, or items supplied by Finishrite to the Client at the Client’s request from time to time, including but not limited to swimming pool liners, kit-sets, pool equipment, related accessories, and any other items necessary for the completion of the Works. Where the context permits, the terms “Materials” and “Goods” shall be interchangeable.

“Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Works as agreed between Finishrite and the Client in accordance with clause 2 below.

“Works” means all Works (including consultation, manufacturing and/or installation services) supplied by Finishrite to the Client at the Client’s request from time to time (where the context so permits the terms “Works” or “Services” shall be interchangeable for the other).

“Worksite” means the address nominated by the Client to which the Materials are to be supplied and/or Works are to take place by Finishrite

1. Acceptance

1.1. 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 any Works.

1.2. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

1.3. In the event of any inconsistency between this and any other document forming part of the Contract, these Terms & Conditions shall prevail.

1.4. Any advice, recommendation, information, assistance, or service provided by Finishrite to the Client or the Client’s agent, in relation to Materials or Works supplied, is given in good faith and is based on Finishrite’s own knowledge and experience. Finishrite shall not be held liable for such advice or recommendations.

1.5. Where Finishrite gives advice or recommendations to the Client or the Client’s agent, and such advice or recommendations are not acted upon, then Finishrite shall require the Client or their agent to authorise commencement of the Works in writing. Finishrite shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Works.

1.6. The Client acknowledges that, after receiving a signed copy of the agreement between the Client and Finishrite, there is no official cooling-off period in this contract. Therefore, any decision to withdraw from the contract shall be at Finishrite’s sole discretion. The Client is encouraged to carefully review all aspects of the contract and seek independent advice before signing.

1.7 If the Client asks Finishrite to prepare a price that involves multiple site visits or third-party involvement, including but not limited to engineers, surveyors, or local councils, the Client shall be responsible for covering all associated costs. These expenses will be charged to the Client, regardless of whether the Works ultimately proceed.

1.8. Electronic Signatures shall be deemed to be accepted and legally binding by either party, provided that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act, including any relevant Regulations referred to therein. The parties acknowledge that electronic signatures, when used in accordance with the aforementioned legal requirements, shall have the same force and effect as handwritten signatures and shall be admissible as evidence in any legal proceedings to the fullest extent permitted by law.

1.9. If this contract is subject to finance approval, the Client shall provide written confirmation of loan approval to Finishrite before commencing any Works. The Client acknowledges that securing necessary finance approval is their responsibility. If finance approval is not obtained, this contract will be deemed cancelled. Finishrite will assess the situation and determine any possible refund of the deposit on a case-by-case basis, considering any reasonable expenses incurred by Finishrite.

1.10. The client acknowledges and accepts:

  1. the provision of Materials for accepted orders may be subject to availability and if, for any reason, Materials are not, or cease to be, available, Finishrite reserves the right to vary the Price with alternative Materials as per clause 2.2. Finishrite also reserves the right to halt the provision of the Works until such time as Finishrite and the Client agree to such variation;
  2. when the Client is purchasing the construction of the pool based on plans provided that in the event of any changes in regulations or decisions made by local authorities (councils etc.) after acceptance of the quote may result in additional costs to satisfy the necessary specifications in order to satisfy these requirements;
  3. Finishrite does not accept liability for any Works carried out by any other third party contracted by the Client; and
  4. the Client agrees to indemnify Finishrite from any damage caused by any other tradesman engaged by the Client during and after the completion of the Works (including, but not limited to, an unsuitable excavation surface for installation). Finishrite reserves the right to halt the Works until such time as it is rectified and if Finishrite is instructed to do this, it will become a variation to the original quotation and will be charged in accordance with clause 2.2.

2. Price and Payment

2.1. At Finishrite’s sole discretion the Price shall be either:

  1. as indicated on invoices provided by Finishrite to the Client in respect of Works performed or Materials supplied; or
  2. Finshrite’s quoted Price (subject to clause 2.2) which shall be binding upon Finishrite provided that the Client shall accept Finishrite’s quotation in writing within thirty (30) days.

2.2. Finishrite reserves the right to change the Price:

  1. if a variation to the Materials which are to be supplied is requested; or
  2. if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
  3. if a variation to Finishrite’s quotation and/or a purchase order is requested or required (including, as to the nature, size, weight or quantity) and location of the collection and/or delivery address, distance from the collection address to the delivery address, facilities available for loading or unloading, weather conditions or delays beyond the control of Finishrite, delivery times or dates, or otherwise, etc.; or
  4. where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather, limitations to accessing the Worksite, obscured building/Worksite defects, change of design, incorrect measurements, plans and/or specifications provided by the Client, safety considerations, prerequisite work by any third party not being completed, hard rock barriers below the surface, iron reinforcing rods in concrete, items or ground conditions that delay the Works, where remedial or extra work is required due to unstable ground, rock, shale and high ground water levels etc.) which are only discovered on commencement of the Works; or
  5. as a result of an increase in Finishrite’s costs due to changes in statutory, council or engineer requirements, government, or local body charges, taxes, custom duties, freight prices, levies, etc. with respect to the Works and/or fluctuations in currency exchange rates, which are outside the control of Finishrite; or
  6. in the event of increases to Finishrite in the cost of labour or Materials which are beyond Finishrite’s control.

2.3. Variations will be charged for on the basis of Finishrite’s quotation, and will be detailed in writing, and shown as variations on Finishrite’s invoice. The Client shall be required to respond to any variation submitted by Finishrite within ten (10) working days. Failure to do so will entitle Finishrite 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.

2.4. The Price will be payable by the Client on the date/s determined by Finishrite, which may be as follows:

  1. on completion of the Works; or
  2. on or before delivery of the Materials;
  3. by way of progress payments in accordance with Finishrite’s specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the Worksite but not yet installed;
  4. the date specified on any invoice or other form as being the date for payment;
  5. variation payment(s) as required;
  6. immediately payable at the time the Client places an order for any non-stock list item or bespoke Goods that Finishrite must pay to any third-party supplier;
  7. Finishrite will endeavour to follow the agreed payment schedule; however, Finishrite reserves the right to invoice for the Works undertaken to-date in situations where Materials and Services are out of Finishrite’s control, and/or if the completion of all Finishrite contracted works is hindered by homeowner delays, such as access or privately arranged works. Any further visits to the site required due to such delays may result in additional costs payable by the client;
  8. any alternative payment schedule must be mutually agreed upon by both parties in writing and shall override the default payment terms stated in this section. In the event of any uncertainty, the payment schedule outlined on the quotation will take precedence; 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 Finishrite.

2.5 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 Finishrite nor to withhold payment of any invoice because part of that invoice is in dispute, unless the request for payment by Finishrite is a claim made under the Construction Contracts Act 2002. Nothing in this clause

2.5 prevents the Client from the ability to dispute any invoice.

2.6. At Finishrite’s sole discretion a non-refundable deposit may be required.

2.7. Finishrite has the discretion to apply any payment received from the Client towards the outstanding balance on any invoice as Finishrite deems appropriate. This allocation may occur at the time of receipt or at a later time as determined by Finishrite. In the event of a default by the Client, Finishrite reserves the right to re-allocate any previously received and allocated payments. If Finishrite does not explicitly specify an allocation, the payment will be deemed to be allocated in a manner that maximises Finishrite’s Purchase Money Security Interest, as defined in the Personal Property Securities Act 1999 (PPSA), in the Materials.

2.8. Payment to be made by electronic/online banking only.

2.9 Unless otherwise stated, the Price does not include GST. The Client is responsible for paying the GST amount in addition to the Price, as required by Finishrite. Any other applicable taxes and duties are also the responsibility of the Client, unless expressly included in the Price.

3. Provision of the Works

3.1. Subject to clause 3.2 and 3.3 it is Finishrite’s responsibility to ensure that the Works start as soon as it is reasonably possible.

3.2. The project commencement date shall be subject to the following conditions:

  1. approved Council consent and any resource consents;
  2. Finishrite’s possession of the pool shell and other necessary Materials;
  3. confirmation to proceed from the Client;
  4. receipt of a progress payment as outlined in the quotation.

3.3. The Works’ commencement date will be put back and the completion date extended by whatever time is reasonable in the event that Finishrite claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond Finishrite’s control, including but not limited to:

  1. extreme weather or temperature; or
  2. delays caused by third-party contractors engaged by the Cient; or
  3. the Client’s failure to:
    1. make a selection; or
    2. have the Worksite ready for the Works; or
    3. notify Finishrite that the Worksite is ready.

3.4. Any costs incurred by Finishrite in relation to clauses 3.2 and 3.3 will be passed on to the Client.

3.5. Any time specified by Finishrite for delivery of the Works is an estimate only and Finishrite will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Works to be supplied at the time and place as was arranged between both parties. In the event that Finishrite is unable to supply the Works as agreed solely due to any action or inaction of the Client, then Finishrite shall be entitled to charge a reasonable fee for re-supplying the Works at a later time and date, and/or for storage of the Materials.

3.6. The Client acknowledges and accepts that Finishrite must be notified in writing within forty-eight (48) hours of the proposed commencement date, as agreed between both parties, if the Client wishes to postpone the Works. Notice received outside this timeframe may result in Finishrite charging a reasonable fee for the delay in the commencement of the Works.

4. Client’s Responsibilities

4.1. It shall be the Client’s responsibility to:

  1. make the Worksite available on the agreed date/s and time/s. In the event Finishrite is unable to provide the Works as agreed solely due to any action or inaction of the Client (including any request by the Client to delay the Works from the agreed commencement date, or if the Works are delayed or interrupted by the failure of the Client to adhere to the work schedule agreed to between Finishrite and the Client), any additional costs will be invoiced to the Client as per clause 2.2;
  2. ensure that Finishrite has clear and free access to the Worksite at all times to enable them to undertake the Works. Finishrite shall not be liable for any loss or damage to the Worksite (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas), unless due to Finishrite’s negligence;

4.2. Unless otherwise agreed in writing between the Client and Finishrite, it shall be the Client’s responsibility to, prior to Finishrite commencing the Works, advise Finishrite of the precise location of all underground services on the Worksite and clearly mark the same. The underground mains and services the Client must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on the Worksite. Whilst Finishrite will take all care to avoid damage to any underground services the Client agrees to indemnify Finishrite in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per this clause 4.2.

4.3. Finishrite 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 if any of this information provided by the Client is inaccurate, Finishrite accepts no responsibility for any loss, damages, or costs resulting from such inaccuracies in the plans, specifications, or other information.

4.4 All customary building industry tolerances shall apply to the dimensions and measurements of the Works unless Finishrite and the Client agree otherwise in writing.

4.5. Where the Client supplies Finishrite with any design specifications, the Client shall be responsible for providing accurate data. Finishrite shall not be liable whatsoever for any errors or omissions in the Works that are caused by incorrect or inaccurate data being supplied by the Client.

4.6. In the event the Client provides information relating to measurements and quantities of Materials required for completing the Works, the Client is responsible for verifying the accuracy of the measurements and quantities before placing an order based on this information. Finishrite accepts no responsibility for any loss, damages, or costs resulting from the Client’s failure to comply with this clause.

4.7. Unless specified otherwise in this Contract, it is the Client’s responsibility to:

  1. provide Finishrite with a suitable free power source;
  2. supply water for the filling of the pool; and
  3. supply electricity to the filter-electrical installation for underwater light if applicable and earth wire connection; and
  4. advise the location of boundaries and the location, elevation and dimensions for the proposed site of the pool
  5. remove any furniture or personal items from the vicinity of the Works. Finishrite shall not be liable for any damage caused to these items resulting from the Client’s failure to comply with this clause.
  6. assume full responsibility for the presence and safety of any animals and/or children at the worksite.
  7. arrange the following:
    1. any fencing or any other requirements as may be imposed by Council as a requirement or condition or building consent application; and
    2. diversion of any storm water, sewer or water supply pipe, electricity cable, telephone cable or gas pipes; and
    3. arrange any installation of a new storm water, sewerage or water supply pipes, electricity cable, telephone cables, or gas pipes; and
    4. thyne ripping or de-watering of the Worksite, (shoring pumping, etc.) and/or peering and beaming, including extra steel and concrete; and

4.8. Following installation, the care, maintenance and cleanliness of a pool shall be the responsibility of the Client.

4.9. Finishrite will not accept any liability for discolouration, staining or roughness which may occur to or upon the pool surface caused by algae infestation, calcium scales, weed or vegetation deposit or mineral build up.

4.10. The Client accepts that some ground settling after installation of pools may occur and therefore also accepts that any settling that falls within industry and New Zealand Pool Standards shall not be considered a defect.

4.11. The Client acknowledges that Materials supplied may:

  1. fade or change colour over time; and
  2. expand, contract or distort as a result of exposure to heat, cold, weather; and
  3. mark or stain if exposed to certain substances; and
  4. be damaged or disfigured by impact or scratching.

4.12. Where Finishrite requires that Materials, tools etc. required for the Works be stored at the site, the Client shall supply Finishrite a safe area for storage and shall take all reasonable efforts to protect all items from destruction, theft or damage. If any of the stored items are destroyed, stolen or damaged, then the cost of repair or replacement shall be the Client’s responsibility.

4.13. The Client acknowledges that no other tradespeople will interfere with any Works and/or Materials supplied under this Contract. Finishrite shall not be liable for any costs, damages, or loss, however arising from the Client’s failure to comply with this clause.

4.14. In the event that during the course of the Works, Finishrite discovers any fossils, artifacts, or any other remains of geological or archaeological interest, Finishrite reserves the right to halt all Works, remove any of their equipment from the Worksite, and immediately notify the Client. The Client acknowledges and agrees that any additional costs incurred by Finishrite as a result of any such delays (including, but not limited to, in the event Finishrite is unable to remove their equipment from the Worksite, etc.) shall be borne by the Client and treated as a variation in accordance with clause 2.2.

4.15. Prior to the commencement of the Works, the Client acknowledges that pools located on reactive clay soils may present specific structural challenges. The Client is advised to consider the soil conditions at the pool installation site. Proper precautions and professional assessments may be necessary to address potential issues arising from clay soils. The Client understands and agrees that any concerns or issues related to the soil conditions shall be the sole responsibility of the Client. Finishrite shall not be held liable for any structural problems or complications that may arise due to the characteristics of the soil at the installation site. The Client is encouraged to seek appropriate expert advice in such cases.

5. Risk

5.1. Where Finishrite is supplying Materials only, all risk for the Materials shall immediately pass to the Client on delivery and the Client must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that the Materials are delivered by Finishrite or Finishrite’s nominated carrier to the Client’s nominated delivery address (even if the Client is not present at the address). If the Client specifically requests Finishrite to deliver the Materials to an unattended location then such materials shall always be left at sole risk of the Client and it shall be the Client’s responsibility to ensure the Materials are insured adequately or at all. In the event that such Materials are lost, damaged or destroyed then replacement of the Materials shall be at the Client’s expense.

5.2. The Client agrees that all materials supplied by the Client or the Client’s third-party sub-contractors will:

  1. be supplied in accordance with all legislative requirements and up to the appropriate industry standard; and
  2. be suitable for use in the Works.

5.3. Where the Client has supplied materials for Finishrite to complete the Works, the Client acknowledges that it accepts responsibility for the suitability of purpose, quality, and any faults inherent in those materials. However, if, in Finishrite’s opinion, it is believed that the materials supplied by the Client will not conform to New Zealand regulations, then Finishrite shall be entitled, without prejudice, to halt the Works until the appropriate conforming materials are sourced by the Client, and all costs associated with such a change to the plans will be invoiced to the Client in accordance with clause 2.2.

6. Personal Properties Securities Act 1999 (“PPSA”)

6.1. The Buyer waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to a security interest under these terms of trade. The Buyer also agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to any security under these terms of trade and further waives its rights under sections 120(2), 121,125, 129, 131 and 132 of the PPSA.

7. Defects and Returns

7.1. The Client shall inspect the Materials on delivery and shall within three (3) days of delivery notify Finishrite of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Finishrite an opportunity to inspect the Materials within a reasonable time following delivery if the Client believes the Materials are defective in any way. If the Client shall fail to comply with these provisions the Materials shall be presumed to be free from any defect or damage. For defective Materials, which Finishrite has agreed in writing that the Client is entitled to reject, Finishrite’s liability is limited to either (at Finishrite’s discretion) replacing the Materials or repairing the Materials.

7.2. Returns will only be accepted provided that:

  1. the Client has complied with the provisions of clause 7.1; and
  2. Finishrite has agreed in writing to accept the return of the Materials; and
  3. the Materials are returned at the Client’s cost within fourteen (14) days of the delivery date; and
  4. Finishrite will not be liable for Materials which have not been stored or used in a proper manner; and
  5. the Materials 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.

7.3. If the Client reports any defects in the Works within 12 months from the date of completion and communicates them to Finishrite in writing during this period, Finishrite shall promptly rectify such defects. Finishrite will make reasonable efforts to address any reported defects within this 12-month period.

7.4. The Client’s rights under this clause are in addition to any other rights and remedies the Client may have under the New Zealand Building Act 2004 and the Consumer Guarantees Act 1993. These acts provide essential protections and warranties for construction projects and set guarantees for goods and services supplied in trade, ensuring they meet certain standards of quality and fitness for purpose.

8. Warranties

8.1. Subject to the conditions of warranty set out in clause 8.2 Finishrite warrants that if any defect in any Works provided by Finishrite becomes apparent and is reported to Finishrite within three months of the date of completion then Finishrite will either (at Finishrite’s sole discretion) replace or remedy the defect.

8.2. The conditions applicable to the warranty given by clause 8.1 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 Materials or serviced item; or
    2. failure on the part of the Client to follow any instructions or guidelines provided by Finishrite; or
    3. any use of any Materials or serviced item otherwise than for any application specified on a quote or order form; or
    4. the continued use of any Materials or serviced item after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
    5. fair wear and tear or any accident.
  2. the warranty shall cease and Finishrite shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Finishrite’s consent.
  3. in respect of all claims Finisrite 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.

8.3. For Materials supplied by Finishrite, the warranty shall be the current warranty provided by the manufacturer of the Materials. Finishrite 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 Materials.

8.4. Notwithstanding the provisions of clause 7; in order to ensure the validity of the warranty, the Client must grant Finishrite the first refusal to inspect and remedy any alleged claim. Engaging a third party for rectification without Finishrite’s consent will void any previously offered warranty.

9. Access

9.1. The Client shall ensure that Finishrite has clear and free access to the worksite to enable them to undertake the Works. Finishrite shall not be liable for any loss, damage, or costs to the worksite and its surroundings, including but not limited to pathways, trees, shrubs, driveways, concreted or paved areas, lawns, underground pipes, and aboveground services unless due to the negligence of Finishrite or engaged contractors.

9.2. It is the responsibility of the Client to ensure that access to the worksite is suitable to accommodate the weight of laden trucks, front-end loaders, or other earth-moving equipment as may be deemed necessary by Finishrite. The Client agrees to indemnify Finishrite against all costs incurred by Finishrite in recovering such vehicles in the event they become stuck or otherwise immovable.

9.3. The Client acknowledges and agrees that in the event Finishrite requires access, in order to undertake the Works, to an adjoining or adjacent property or land not owned by the Client, then it is the Client’s responsibility to gain permission from the landowner to use the above-mentioned property throughout the process of delivering the Works. In the event the landowner denies access or use of the land or property, the Client shall be liable for all costs incurred by Finishrite in gaining permission to access and/or use the property through any legal process that may be deemed necessary.

9.4. The Client shall ensure that the correct traffic and pedestrian measures are in place. Failure to do so will result in the Client becoming liable for any costs incurred by Finishrite.

9.5. The Client must ensure that there are no height restrictions or overhead power lines (or any other obstruction) likely to hinder Finishrite from undertaking the Works.

9.6. Finishrite may exclude persons from the site, other than the Client or the Client’s representative, however, the Client and the Client’s representative must not interfere with the performance of the Works.

9.7. If the Client fails to comply with this clause, the Client is liable to Finishrite for any delay, and any increase in cost to Finishrite in carrying out the Works as a result.

10. Fencing

10.1. The Client shall ensure their presence on the worksite to supervise the marking out of the fence line, placement of boundary pegs, and during the fence installation. If the Client disagrees with any decisions made by Finishrite during their absence and requires rectification, the cost of such rectification shall be borne by the Client. If the Client fails to comply with this clause and is absent during the installation, Finishrite accepts no responsibility for installation decisions that need to be made in the Client’s absence.

10.2. The Client acknowledges and agrees that it is their responsibility to arrange for the removal of any existing fence (including existing footings), trees, vines, and shrubs to provide Finishrite with unobstructed access along the proposed fence line before the commencement of work. This is unless otherwise agreed in writing between Finishrite and the Client. It is essential to note that Finishrite will not handle the removal of any asbestos products under any circumstances.

10.3. Finishrite shall not assume any liability or responsibility for any issues related to the excavation of land under fence lines. Additionally, Finishrite retains the sole discretion to determine whether any renewal or replenishment of
soil at the worksite shall be undertaken.

10.4. Finishrite reserves the right to rectify any imperfections or damages to products supplied during the works.

10.5. Unless otherwise specified in the quote, the standard duration of temporary fencing provided by Finishrite is six to eight weeks. If temporary fencing is not included in the quote, there shall be no expectation for Finishrite to provide or cover the cost of temporary fencing.

10.6 When the Client is responsible for arranging and installing temporary fencing:

  1. The Client acknowledges their responsibility for complying with regulatory standards and Finishrite’s public liability insurance conditions regarding the installation and maintenance of temporary fencing.

10.7. In the event of delays caused by Client-arranged works, resulting in an extended project timeline beyond the agreed-upon schedule, the Client shall be responsible for covering the ongoing costs of temporary fencing and shall bear all liability arising from the absence or alteration of the temporary fencing.

10.8 Liability:

  1. Finishrite shall not be held liable for any injury, damage, or death resulting from the Client’s negligence, alteration, removal, or failure to comply with regulatory standards, Finishrite’s public liability insurance conditions, or the agreed-upon provisions regarding the temporary fencing.
  2. The Client acknowledges and accepts that any liability for accidents, injuries, deaths, or fines from authorities arising from the absence, alteration, or non-compliance of temporary fencing, whether Finishrite-arranged or Client-arranged, shall rest solely with the Client.

10.9 Additional Provisions:

  1. The Client shall promptly notify Finishrite of any concerns, damages, or necessary repairs related to the temporary fencing, regardless of whether it was provided and installed by Finishrite or arranged by the Client.
  2. Finishrite retains the right to inspect the temporary fencing at any time during the project and may request repairs or adjustments if necessary to maintain compliance with safety standards.
  3. Finishrite shall not be held liable for any injury, damage, or death resulting from the Client’s negligence or failure to comply with regulatory standards, Finishrite’s public liability insurance conditions, or the agreed-upon provisions regarding temporary fencing.
  4. The Client understands that the removal of temporary fencing may only occur upon completion of the project and approval from the relevant authorities, as required by applicable laws and regulations. Any costs associated with repairs, replacements, or additional temporary fencing required due to the Client’s actions or non-compliance shall be the sole responsibility of the Client.

11. Asbestos/Hazardous Materials

11.1. Prior to Finishrite commencing any works, the Client must advise Finishrite of the precise location of all known Asbestos/Hazardous Materials on the site and provide clear and specific identification or labeling of these materials. Removal from the site and the disposal of asbestos/hazardous materials shall at all times be the Client’s responsibility unless otherwise agreed in writing.

11.2. If Finishrite discovers Asbestos/Hazardous materials while undertaking any works, Finishrite shall immediately advise the Client. Finishrite may also suspend the Works pending a risk assessment in relation to those materials. The Client shall be liable for all additional costs incurred by Finishrite as a result of the discovery of asbestos/hazardous materials and/or any suspension of works related to them.

11.3. As per clause 11.1; In situations where the presence of Asbestos/Hazardous Materials is discovered during the course of the Works, the Client shall be solely responsible for the safe and compliant removal of such materials. Finishrite will not handle the removal of any Asbestos products, and the Client agrees that any costs or actions related to the removal and disposal of Asbestos/Hazardous Materials shall be borne by the Client.

12. Legal and Regulatory Compliance

12.1. The Client and Finishrite shall comply with the provisions of all statutes, regulations, and bylaws of government, local, and other public authorities that may be applicable to the Works, including any other Worksafe health and safety laws relating to worksites and any other safety standards or legislation.

12.2. The Client shall be responsible for obtaining any necessary building consent, resource consent, and other licenses and approvals required for the Works. Finishrite will require confirmation that all consents and approvals have been obtained by the Client prior to the commencement of the Works. If any required consents are only obtained following the commencement of the Works, any additional cost incurred due to any changes to the original plans and specifications provided by the Client shall be charged as a variation.

12.3. Finishrite agrees at all times to comply with sections 28 and 34 of the Health & Safety at Work Act 2015 (the “HSW Act”), meeting their obligations for health and safety.

12.4. Finishrite shall, upon installation, ensure that all Materials are manufactured and installed in a manner that is fully compliant with industry standards, most notably AS/NZS 1838:1994, 1839:1994, and Building Act 2004, clause F9. 2004. If the Client requires the Materials to be installed in a way that does not meet these standards, Finishrite offers no warranty and reserves the right to rescind the contract without any loss or damages liability to them.

13. Ownership of Materials and Fixtures

13.1. Finishrite and the Client agree that ownership of the Materials and Fixtures shall not pass to the Client until all payment obligations to Finishrite have been fulfilled, and all other obligations to Finishrite have been met.
13.2. It is further agreed that:

  1. Any excess Materials will remain the property of Finishrite and shall be removed from the site on completion of the Works, unless the Materials have become Fixtures.
  2. Until ownership of the Materials and Fixtures passes to the Client in accordance with Clause 13.1, the Client is only a bailee of the Materials and Fixtures, and unless they have become fixtures, the Client must return them to Finishrite upon request.
  3. The Client shall promptly obtain and maintain adequate insurance coverage for the Materials and Fixtures from the commencement of the Works until ownership passes to the Client in accordance with Clause 13.1. The Client shall provide evidence of such insurance coverage to Finishrite upon request.
  4. The Client shall promptly pursue any insurance claims with their insurer for the Materials and Fixtures being lost, damaged, or destroyed. Finishrite shall not be responsible for directly contacting the Client’s insurer, but the Client shall cooperate with Finishrite to facilitate the claim process, as required.
  5. Upon entering into this contract, the Client acknowledges that Finishrite is entitled to receive the insurance proceeds directly from the insurer without the need for any further enquiries, upon successful insurance claim settlement.
  6. The Client must not sell, dispose of, or otherwise part with possession of the Materials and Fixtures other than in the ordinary course of business and for market value. If the Client sells, disposes of, or parts with possession of the Materials and Fixtures, then the Client must hold the proceeds of any such act on trust for Finishrite and must pay or deliver the proceeds to Finishrite on demand.
  7. The Client should not convert or process the Materials and Fixtures 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 Finishrite and must sell, dispose of, or return the resulting product to Finishrite as it so directs.
  8. The Client irrevocably authorises Finishrite to enter any premises where Finishrite believes the Materials and Fixtures are kept and recover possession of the Materials and Fixtures, unless they have become fixtures or full payment has been made.
  9. Finishrite may recover possession of any Materials in transit whether delivery has occurred or not.
  10. The Client shall not charge or grant an encumbrance over the Materials and Fixtures nor grant nor otherwise give away any interest in the Materials and Fixtures while they remain the property of Finishrite.

14. Consumer Guarantees Act 1993

14.1. If the Client is acquiring Materials 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 Materials by Finishrite to the Client.

15. Intellectual Property

15.1. Where Finishrite has designed, drawn, written plans or a schedule of Works, or created any products for the Client, then the copyright in all such designs, drawings, documents, plans, schedules and products shall remain vested in Finishrite, and shall only be used by the Client at Finishrite’s discretion. Under no circumstances may such designs, drawings and documents be used without the express written approval of Finishrite.

15.2. The Client warrants that all designs, specifications, or instructions given to Finishrite will not cause Finishrite to infringe any patent, registered design, or trademark in the execution of the Client’s order. The Client agrees to indemnify Finishrite against any action taken by a third party against Finishrite in respect of any such infringement. Any approval or written consent required from Finishrite shall be obtained in writing.

15.3. The Client agrees that Finishrite may, at no cost to Finishrite, use for marketing or promotional purposes, or for entry into any competition, any documents, designs, drawings, plans, products, photos, and videos which Finishrite has created for or taken on-site during the project for the Client.

16. Default and Consequences of Default

16.1. 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.

16.2. If the Client owes Finished any money the Client shall indemnify Finishrite from and against all costs and disbursements incurred by Finihsrite in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Finishrite’s collection agency costs, and bank dishonour fees).

16.3. Further to any other rights or remedies Finishrite may have under this Contract, if a Client has made payment to Finishrite, 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 Finishrite under this clause 16, where it is found that such reversal is illegal, fraudulent, or in contravention of the Client’s obligations under this Contract.

16.4. Without prejudice to Finishrite’s other remedies at law, Finishrite shall be entitled to cancel any or all parts of any contract or agreement with the Client which remains unfulfilled, and all amounts owing to Finishrite shall, whether due for payment or not, become immediately payable if:

  1. any money payable to Finishrite becomes overdue, or in Finishrite’s opinion, the Client will be unable to make a payment when it falls due; or
  2. the Client becomes insolvent or bankrupt, 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. The Client agrees that any amounts owed to Finishrite shall be paid in priority to all other creditors and obligations of the Client.
  3. a receiver, manager, liquidator (provisional or otherwise), or similar person is appointed in respect of the Client or any asset of the Client.

17. Service of Notices

17.1. Any written notice required by these Terms & Conditions shall be deemed to have been given and received:

  1. by handing the notice to the other party, in person; or
  2. by leaving it at the address of the other party as specified in these Terms & Conditions; or
  3. by sending it by registered post to the address of the other party as specified in these Terms & Conditions, with proof of delivery; or
  4. if sent by email to the other party’s last known email address and obtaining a delivery receipt or read receipt.

18. Cancellation

18.1 Without prejudice to any other rights or remedies Finishrite may have, if at any time the Client is in breach of any obligation (including those relating to payment and/or failure to remedy any breach in respect of this Contract within ten (10) working days of receipt by the Client of such notice/s) then Finishrite may suspend or terminate the supply of the Works. Finishrite will not be liable to the Client for any loss or damage the Client suffers because Finishrite has exercised its rights under this clause.

18.2. Finishrite may cancel any contract to which these terms and conditions apply or cancel delivery of Works at any time before the Works are commenced by giving written notice to the Client. On giving such notice Finishrite shall repay to the Client any sums paid in respect of the Price, less any amounts owing by the Client to Finishrite for Works already performed. Finishrite shall not be liable for any loss or damage whatsoever arising from such cancellation.

18.3. In the event that the Client cancels the delivery of Works the Client shall be liable for any and all loss incurred (whether direct or indirect) by Finishrite as a direct result of the cancellation (including, but not limited to, any loss of profits).

18.4. Cancellation of orders for products made to the Client’s specifications, or for non-stocklist items, will not be accepted once production has commenced, or an order has been placed.

19. Suspension of Works

19.1. Where the Contract is subject to section 24A of the Construction Contracts Act 2002, the Client hereby expressly acknowledges that:

  1. Finishrite has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Client, and:
    1. the payment is not paid in full by the due date for payment in accordance with clause 2 and/or any subsequent amendments or new legislation and no payment schedule has been given by the Client; or
    2. a scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its payment; or
    3. the Client has not complied with an adjudicator’s notice that the Client must pay an amount to Finishrite by a particular date; and
    4. Finishrite has given written notice to the Client of its intention to suspend the carrying out of construction work under the construction Contract.
  2. if Finishrite suspends work, it:
    1. is not in breach of Contract; and
    2. is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Client or by any person claiming through the Client; and
    3. is entitled to an extension of time to complete the Contract; and
    4. keeps its rights under the Contract including the right to terminate the Contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator’s determination has not been complied with.
  3. if Finishrite exercises the right to suspend work, the exercise of that right does not:
    1. affect any rights that would otherwise have been available to Finishrite under the Contract and Commercial Law Act 2017; or
    2. enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of Finishrite suspending work under this provision;
  4. due to any act or omission by the Client, the Client effectively precludes Finishrite from continuing the Works or performing or complying with Finishrite’s obligations under this Contract, then without prejudice to Fionishrite’s other rights and remedies, Finishrite may suspend the Works immediately after serving on the Client a written notice specifying the payment default or the act, omission or default upon which the suspension of the Works is based. All costs and expenses incurred by Finishrite as a result of such suspension and recommencement shall be payable by the Client as if they were a variation.

19.2. If pursuant to any right conferred by this Contract, Finishrite suspends the Works and the default that led to that suspension continues un-remedied subject to clause 19.1

20. Errors and Omissions

20.1. The Client acknowledges and accepts that Finishrite shall not be held liable for any alleged or actual error(s) and/or omission(s) without prejudice.

20.2. In the event that an error and/or omission occurs in accordance with clause 19.1 and such occurrence is not attributable to the negligence and/or willful misconduct of Finishrite, the Client shall not have the right to treat this Contract as repudiated or render it invalid.

21. Authorised Representatives

21.1. The Client acknowledges that Finishrite shall (for the duration of the Works) liaise directly with one authorised
representative, and that once introduced as such to Finishrite, that person shall have the full authority of the Client to
order any Works, and/or to request any variation thereto on the Client’s behalf. The Client accepts that they will be
solely liable to Finishrite for all additional costs incurred by Finishrite (including Finishrite’s profit margin) in providing
any Works, or variation/s requested thereto by the Client’s duly authorised representative.

22. Change in Control

22.1. The Client shall promptly notify Finishrite in writing of any proposed change in ownership or any other modifications to the Client’s details, including but not limited to changes in the Client’s name, address, contact details, directors, trustees, or business practices. The Client shall provide this notice at least fourteen (14) days prior to the intended change.

22.2. If the Client fails to comply with the notice requirement stated in clause 21.1 and proceeds with the change in control or other details without prior written notice, the Client shall be held liable for any loss incurred by Finishrite as a result of such non-compliance.

23. Ownership and Security Interest

23.1. A security interest is taken by Finishrite in all present or after-acquired Materials and Fixtures supplied by Finishrite to the Client. Ownership of the Materials and Fixtures shall remain with Finishrite until the completion of the Works and full payment of all amounts owing to Finishrite by the Client. The Client further acknowledges that these Terms & Conditions of Trade constitute a security agreement that creates a security interest in favor of Finishrite for all Materials and Fixtures previously supplied, present and after-acquired Materials and Fixtures, and intellectual property arising out of or in connection with the Services.

23.2. The Client also agrees to grant a “Purchase Money Security Interest” to Finishrite in respect of all amounts owed by the Client to Finishrite, as defined in the PPSA.

23.3. Where Materials and Fixtures supplied by Finishrite remain unpaid and are sold by the Client, the following provisions shall apply:

  1. The book debt created on the sale and the proceeds of sale, when received, shall be held by the Client for Finishrite in terms of section 45 of the PPSA.
  2. If any proceeds of sale are placed in the Client’s bank account, the funds in the Client’s bank account shall be deemed to be held in trust for Finishrite to the extent of the proceeds of sale.
  3. Where any payments are made from the Client’s bank account otherwise than to Finishrite, payment shall be deemed to have been made from all other funds in the Client’s bank account and not from funds held in trust for Finishrite.
  4. The trust obligation imposed by this clause and Finishrite’s entitlements under the PPSA shall continue for as long as Finishrite remains unpaid for all Materials and Fixtures supplied to the Client.

23.4. By accepting the specific goods and services mentioned in the Contract or Quote provided by Finishrite, the Client acknowledges and agrees that Finishrite may take necessary actions to protect its interests, including registering any applicable security interest or financing statement related to the Materials and Fixtures provided for the completion of the Works.

23.5. The Client agrees that the following sections of the PPSA shall not apply to these Terms & Conditions: 114(1)(a),133, and 134.

23.6. If any of the Goods are incorporated in or used as material for other goods before payment is made, ownership of the whole of the other goods shall remain with Finishrite until payment is made. Finishrite’s Security Interest in the Goods shall continue in accordance with the terms of section 82 of the PPSA.

23.7. The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.

23.8. Unless otherwise agreed to in writing by Finishrite, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.

23.9. The Client shall unconditionally ratify any actions taken by Finishrite under clauses 17.1 to 17.8.

24. Security and Change

24.1. In consideration of Finishrite agreeing to supply the Works, the Client hereby grants Finishrite a security interest in all of its present and after-acquired rights, title, and interest in any land, realty, or other assets capable of being charged, whether owned solely or jointly by the Client, to secure the due and punctual performance by the Client of its obligations under these Terms & Conditions, including the payment of any money owed to Finishrite.

24.2. The Client agrees to indemnify Finishrite against all costs and disbursements, including legal costs on a solicitor and own Client basis, incurred by Finishrite in exercising its rights under this clause.

25. Privacy Policy

25.1. All emails, documents, images, or other recorded information held or used by Finishrite is Personal Information as defined and referred to in clause 24.3 and therefore considered confidential. Finishrite acknowledges its obligation in relation to the handling, use, disclosure, and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”). Finishrite acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by Finishrite, that may result in serious harm to the Client, Finishrite will notify the Client in accordance with the Act. Any release of such Personal Information must be in accordance with the Act and must be approved by the Client by written consent, unless subject to an operation of law.

25.2. Notwithstanding clause 24.1, privacy limitations will extend to Finishrite in respect of Cookies used for transactions conducted directly through Finishrite’s website. Finishrite agrees to display references to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable). These technologies may collect Personal Information, including the Client’s IP address, browser, email Client type, and other similar details; track website usage and traffic; and provide reports to Finishrite when sending emails to the Client. In order to enable/disable the collection of Personal Information through Cookies, the Client shall have the right to do so by selecting the appropriate option on the website before proceeding with a transaction via Finishrite’s website.

25.3 The Client authorises Finishrite or Finishrite’s agent to:

  1. access, collect, retain, and use any information about the Client for the following purposes:
    1. assessing the Client’s creditworthiness, which may include personal details (name, address, date of birth, occupation, contact information, etc.), credit history, and any other relevant information required for credit assessment; or
    2. marketing products and services to the Client, subject to the Client’s consent where required by applicable laws.
  2. disclose information about the Client, including personal and credit-related information, to any other credit provider or credit reporting agency for the purposes of obtaining a credit reference, debt collection, or notifying a default by the Client.

25.4. Where the Client is an individual, the authorities granted under clause 25.3 are considered authorities or consents for the purposes of the Privacy Act 2020.

25.5. The Client shall have the right to request from Finishrite a copy of the personal information about the Client retained by Finishrite, and the right to request Finishrite to correct any incorrect personal information about the Client held by Finishrite

26. Trusts

26.1 If the Client is acting as a trustee of any trust (“Trust”) upon or subsequent to entering into the Contract:

  1. The Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund.
  2. 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 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 action that might prejudice that right of indemnity.
  3. The Client will not, without the prior written consent of Finishrite (which will not be unreasonably withheld), cause, permit, or suffer the occurrence of any of the following events:
  4. The removal, replacement, or retirement of the Client as trustee of the Trust.
  5. Any alteration or variation of the terms of the Trust.
  6. Any advancement or distribution of capital of the Trust.
  7. Any resettlement of the trust property.

27. Dispute Resolution, Mediation and Communication

27.1. The failure by either party to enforce any provision of these Terms & 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 & 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.

27.2. These Terms & 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 Christchurch, New Zealand.

27.3. If any dispute or difference arises between the parties (Finishrite and the Client) concerning the Agreement, Contract or any aspect of Finishrite’s products, services, or dealings with each other, the parties agree to first attempt to resolve the matter in good faith through negotiation.

27.4. Upon the occurrence of a dispute, the initiating party shall promptly provide written notice to the other party, setting out the details of the matter and requesting a resolution in good faith. The receiving party shall respond in writing within a reasonable timeframe, as mutually agreed upon by the parties, not to exceed 20 working days from the date of receiving the notice.

27.5. If the receiving party fails to respond within the agreed-upon timeframe or if the parties cannot reach a mutually acceptable resolution through negotiation, the parties shall, in the first instance, have the right to submit the matter to mediation.

27.6. Mediation shall specifically address the disputed issues as outlined in the written notice provided by either party. The parties shall equally share the reasonable cost of mediation, unless either party (Finishrite or the Client) is determined to be at fault. If either party is determined to be at fault, that party shall bear the entire reasonable cost of mediation.

27.7. The parties agree to make a genuine effort to complete the mediation process within 30 working days from the initiation of mediation or any other agreed-upon period.

27.8. If mediation successfully resolves the dispute, the terms of the resolution shall be reduced to writing and signed by both parties as evidence of their agreement.

27.9. If mediation fails to resolve the dispute or if either party refuses to participate in the negotiation, the parties shall, as the next step, have the right to submit the matter to arbitration in accordance with the Arbitration Act 1996 or its replacement(s).

27.10. If arbitration fails to resolve the dispute, then the parties have the right to submit the dispute to the exclusive jurisdiction of the courts of New Zealand.

27.11. Finishrite is not a party to any disputes between the Client and contractors/subcontractors engaged by the Client or Finishrite, regardless of who introduced or engaged them. Finishrite shall have no direct involvement in the resolution of such disputes. However, Finishrite and the contractors/subcontractors may, if required, provide factual and non-biased assistance to either the Client or Finishrite in resolving the disputes in an advisory capacity.

27.12. Finishrite may elect to subcontract out any part of the Works but shall remain responsible for the satisfactory completion of the entire Contract with the Client. The parties (Finishrite and the Client) agree and understand that Finishrite has the authority to give instructions to any of Finishrite’s subcontractors concerning the Works without requiring further approval from the Client. However, the Client agrees not to provide any instructions directly to Finishrite’s subcontractors without prior approval from Finishrite.

27.13. Finishrite 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 Finishrite of these Terms & Conditions (alternatively Finishrite’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Works).

27.14. The parties (Finishrite and the Client) agree not to create, distribute, or engage in any negative communication, including but not limited to negative press, written statements, spoken words, online reviews, social media content, or any other form of communication, either directly or through third parties acting on their behalf, that could impact the other party’s reputation or future business prospects.

28. General

28.1 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, or other event beyond the reasonable control of either party (referenced as Force-Majeure).

28.2 Finishrite’s Terms & Conditions of Trade may be amended from time to time by Finishrite, and the updated version shall be effective upon posting on Finishrite’s official website or providing notice to the Client. Any such amendments shall supersede and override any prior versions of the Terms & Conditions, regardless of the version in force at the time an agreement was entered into. Any agreement entered into prior to the effective date of a new version of the Terms & Conditions shall be subject to the newer version of the Terms & Conditions, unless expressly agreed otherwise in writing.

28.3. Finishrite may elect to subcontract out any part of the Works 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 Finishrite’s sub-contractors without the authority of Finishrite.

28.4. Both parties (Finishrite and the Client) warrant that they have the power and necessary authorizations to enter into this Contract. The Client acknowledges having the opportunity to review the Agreement, Contract, and Terms & Conditions with a legal representative, thereby confirming the enforceability and legality of this binding agreement. Additionally, both parties confirm their solvency at the time of entering into this Contract.

28.5. These terms of trade may only be varied by written agreement signed by both parties and shall be governed by and construed in accordance with the laws of New Zealand and subject to the non-exclusive jurisdiction of the New Zealand courts.