1.       APPLICATION

(a)      These terms and conditions of trade (Terms) are the only terms and conditions that apply to the sale of goods and/or ancillary services (Goods) by Ideal Electrical Suppliers Limited (Ideal) to the buyer specified in an Order (Buyer).

(b)      Ideal may amend these Terms at any time by written notice or by publishing updated terms on its website at www.ideal.co.nz/policies/terms-of-service. The updated Terms will apply to all Orders placed after written notice or publication to its website. Buyer’s submission of an Order on or after that date constitutes acceptance of the amended Terms.

(c)      These Terms and the applicable Order comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties. These Terms supersede any of Buyer’s general terms and conditions of purchase, which are expressly rejected by Ideal. Acceptance of an Order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Submission of an Order shall operate as an acceptance of these Terms, which are expressly incorporated into each Order. Buyer acknowledges that it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms, and that no collateral warranty or agreement applies.

(d)      Notwithstanding anything herein to the contrary, if a written contract signed by an authorised signatory of Ideal is in existence covering the sale of the Goods and expressly states that it prevails over these Terms (Master Agreement), then the Master Agreement shall prevail to the extent of any inconsistency with these Terms.

(e)      No employee, agent, contractor or branch of Ideal has authority to vary, waive or add to these Terms, or to make any representation or give any warranty in relation to the Goods. No variation of these Terms is binding on Ideal unless it is in writing and signed by an authorised signatory of Ideal.

(f)       In these Terms: (i) working day has the meaning given in the Legislation Act 2019; (ii) GST means goods and services tax imposed under the Goods and Services Tax Act 1985; (iii) PPSA means the Personal Property Securities Act 1999; (iv) Related Entity means, in relation to a party, any related company of that party within the meaning of section 2(3) of the Companies Act 1993 and any other entity that controls, is controlled by, or is under common control with, that party; (v) Insolvency Event means, in relation to a person, that person becoming insolvent or unable to pay its debts as they fall due, entering into liquidation, receivership, voluntary administration or statutory management, entering into any compromise or arrangement with its creditors, having a distress or execution levied against any of its assets, ceasing or threatening to cease to carry on business, or any analogous event; and (vi) including and similar expressions are not words of limitation.

2.       QUOTATIONS AND ORDERS

(a)      Quotations lapse after 30 days unless otherwise stated and may be withdrawn at any time before acceptance of an Order. Quoted Prices apply only to the full quantity specified and may change for partial orders.

(b)      An order for Goods (Order) must be in writing (which may include online orders submitted on Ideal’s website) and must comply with the ordering procedures specified by Ideal from time to time.

(c)      An Order will be deemed accepted by Ideal when Ideal begins to fulfil the Order, including by Delivering the Goods, or by sending written confirmation to the Buyer. Ideal may accept the Order or decline to accept the Order in whole or in part, at its sole discretion.

(d)      Orders accepted by Ideal are subject to Ideal’s ability to supply the Goods. Following acceptance of an Order, Ideal may cancel or refuse to supply any Order, in whole or in part, without liability to the Buyer if: (i) Ideal’s supplier fails to deliver as agreed; (ii) an event or circumstance beyond Ideal’s reasonable control prevents supply or results in an increased cost to Ideal; or (iii) the Buyer is in material breach of these Terms. In such cases, Ideal will promptly notify Buyer and refund any amounts paid for Goods not supplied.

(e)      Changes or cancellations of accepted Orders by Buyer must be approved by Ideal in writing and may result in additional charges payable by Buyer.

3.       PRICE AND PAYMENT

(a)      The price for Goods (Price) will be: (i) as set forth in the Order; or (ii) in the absence of a Price in the Order, Ideal’s list price when the Order is accepted by Ideal. Subject to any Master Agreement, Ideal may change Prices for any new Orders at any time. Unless expressly stated otherwise, Prices exclude freight, shipping, packaging, handling, any taxes or duties, GST, and other government-imposed charges. Buyer must pay GST on any taxable supply made under these Terms, together with any new or increased tax, duty, tariff, levy or other government-imposed charge that applies to the supply of the Goods.

(b)      All information provided on the Ideal website is subject to change without prior notice. Buyer is strongly advised to contact its local Ideal branch to confirm pricing, particularly when tendering major contracts. Ideal disclaims all responsibility and liability for the accuracy, content, completeness, legality, or reliability of the information contained on its website.

(c)      Ideal will invoice Buyer the Price for all Goods ordered monthly or, at Ideal’s option, immediately upon the Goods being ordered or delivered. Ideal reserves the right to require pre-payment in its sole discretion.

(d)      Payment is due in full and without deduction or set off by the 20th day of the month following the date of the invoice or, if Ideal has agreed in writing to any extended credit terms, on the date specified by Ideal in any invoice (Due Date). If the 20th day of the month is not a working day, payment is due on the last working day before the 20th. Buyer must pay all amounts owing to Ideal in full and in cleared funds without deduction, withholding, counterclaim or set off.

(e)      Payment methods may include cash, EFT, cheque, or credit card. Some payment methods may attract an additional processing fee. (For example, payments by credit card may incur a fee of up to 3%, which will be clearly disclosed before payment is completed.) Payments are not deemed made until funds are cleared.

(f)       Ideal may allocate any payments received from Buyer to any outstanding invoice(s) or amount(s) owing, in such order and manner as Ideal determines in its sole discretion, notwithstanding any statement or direction by Buyer to the contrary.

(g)      Ideal may in its sole discretion set, review, reduce, suspend or cancel any credit limit or credit terms applying to Buyer or any Related Entity of Buyer at any time. If Buyer fails to pay any amount owing to Ideal when due, Ideal may, without prejudice to any other right or remedy Ideal may have:

(i)       Charge 2% interest per month on overdue amounts, calculated daily from the Due Date until the date on which payment of the overdue amount is made in full;

(ii)      Recover all costs, including legal and collection costs, incurred by Ideal in the collection of such overdue amounts;

(iii)     Refuse to deliver any Order, cancel or suspend any Order, place any overdue account on hold or cease supply;

(iv)     Require payment upfront for undelivered Orders; and/or

(v)      Adjust or revoke credit terms to Buyer and any related entity of Buyer.

4.       DELIVERY

(a)      Delivery will be deemed to occur when the Goods are made available for collection by Buyer from Ideal’s premises (Delivery).

(b)      Delivery will occur within a reasonable time after Ideal’s acceptance of an Order, subject to availability of the Goods. Delivery dates given by Ideal are estimates only and are subject to shipping variations and requirements. Delays in Delivery shall not entitle Buyer to cancellation or damages, and Ideal will not be liable for any loss, cost or damage arising from any delay in Delivery.

(c)      If Ideal agrees to arrange for the transportation of any Goods from Ideal’s premises on behalf of Buyer:

(i)       The transportation of such Goods will be at Buyer’s expense;

(ii)      Ideal will use reasonable endeavours to pack the Goods suitably for transport, but gives no warranty or undertaking that the Goods will reach the intended destination in any particular condition;

(iii)     Ideal will not be liable for, or responsible for, any damage that occurs after Delivery;

(iv)     Buyer must have an authorised representative available to accept Delivery and shall be responsible for any related storage or redelivery costs due to any failed attempt at Delivery; and

(v)      Ideal shall not be liable for any delays, loss, or damage in transit.

(d)      Ideal may deliver in instalments, each forming a separate contract. Buyer shall pay for the Goods shipped whether such shipment is in whole or partial fulfilment of an Order.

(e)      If Buyer fails to collect any Goods within 5 working days after Delivery, or fails to accept Delivery when tendered, Ideal may charge Buyer reasonable storage, handling and insurance costs from the date of Delivery. If Buyer has not collected the Goods within 20 working days after Delivery, Ideal may (without prejudice to its other rights and remedies) sell or otherwise dispose of the Goods and apply the net proceeds against any amounts owing by Buyer, with any shortfall being a debt due and owing to Ideal by Buyer on demand.

5.       RISK AND TITLE

(a)      Unless agreed in writing by Ideal, all risk of loss, damage, deterioration or destruction to the Goods shall pass to Buyer upon Delivery. Title to any Goods under an accepted Order will pass to Buyer when Ideal has received payment in full for all Goods supplied to Buyer under that Order.

(b)      Until title to the Goods passes, Buyer will:

(i)       Hold the Goods as a bailee only;

(ii)      Store the Goods separately and clearly designate the Goods as Ideal’s property;

(iii)     Maintain the Goods in good order and condition and preserve the Goods in their present form;

(iv)     Not install, use, resell or part with possession of the Goods except in the ordinary course of business; and

(v)      Hold all proceeds of any resale of the Goods, and the proceeds of any insurance claim in respect of the Goods, on trust for Ideal and, so far as practicable, in a separate account; and

(vi)     Not grant, or permit to exist, any security interest, charge, lien or other encumbrance over the Goods in favour of any person other than Ideal, and promptly disclose to Ideal on request details of any security interest granted or purported to be granted over the Goods.

(c)      Without limiting Ideal’s other rights and remedies, Ideal will be entitled to retake possession of any Goods at any time prior to payment in full being received for those Goods. Buyer grants Ideal an irrevocable right and authority to enter, at any reasonable time and using no more force than is reasonably necessary, any place where such Goods are, or are thought to be, and to take and resell the Goods and to retain the proceeds from such sale. Buyer indemnifies Ideal against any claim, loss, cost or liability arising from Ideal entering any premises, or taking possession of, removing or reselling any Goods, in accordance with this clause. Any shortfall arising from such sale will be a debt due and owing to Ideal by Buyer.

6.       PERSONAL PROPERTY SECURITIES ACT 1999

(a)      Buyer acknowledges that the retention of title in clause 5 constitutes a security interest in all present and after acquired Goods supplied by Ideal to Buyer, securing Buyer’s performance of its obligations to Ideal. These Terms constitute a security agreement for the purposes of the PPSA. Buyer acknowledges that Ideal’s security interest is a purchase money security interest and extends to all proceeds of the Goods and to any accessions to the Goods.

(b)      Buyer undertakes to:

(i)       Promptly do all things, execute all documents and/or provide any information reasonably requested by Ideal to perfect and maintain the perfection of its security interest (including by registration of a financing statement);

(ii)      Give Ideal not less than 14 days’ prior written notice of any proposed change to its name and/or any other identifying details; and

(iii)     Immediately on request by Ideal (and at Buyer’s expense) obtain from any third party such agreements and waivers of any security interest that third party has in the Goods, as may be necessary to ensure that at all times Ideal holds a first priority security interest in the Goods.

(c)      Buyer acknowledges and agrees that Ideal may, at any time and without notice to Buyer, register one or more financing statements (including financing change statements) in respect of the Goods, and Buyer waives any right to receive a copy of such registration.

(d)      To the extent permitted by law, Buyer (i) waives its rights to receive a copy of any verification statements under the PPSA; and (ii) agrees that as between Ideal and Buyer: (A) Buyer will have no rights under (or by reference to) sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 126, 127, 129, 131, 132(3)(d), 133 and 134 of the PPSA; and (B) any additional rights conferred on Ideal under any other part of the PPSA or under these Terms shall continue to apply.

7.       RETURN OF GOODS

(a)      No returns or refunds of Goods are permitted except as expressly provided by this clause.

(b)      If any Goods supplied do not correspond to the relevant Order or are defective, Buyer may make a claim in writing to Ideal within 10 working days after Delivery (Return Claim).

(c)      If no Return Claim is received by Ideal within the 10-working day return period, Buyer will be considered to have irrevocably accepted the Goods.

(d)      If a Return Claim is made by Buyer:

(i)       Buyer will notify Ideal of the discrepancy or defect in the Goods and obtain Ideal’s prior approval to return those Goods to Ideal for testing or verification (at Buyer’s cost); and

(ii)      subject to verification, and on receipt of the Goods returned:

(A)     If Ideal supplied incorrect or defective Goods, Ideal will, at its election, either issue a credit note for the Goods or, if possible, transport replacement Goods to Buyer at no additional cost; or

(B)     If Ideal has not supplied incorrect or defective Goods, or the Return Claim is made outside the applicable return period, then Ideal will return the Goods to Buyer at the cost of Buyer and Buyer will have no further claim against Ideal in relation to those Goods.

8.       LIABILITY AND INDEMNITY

(a)      To the maximum extent permitted by law, Ideal’s liability to Buyer in connection with these Terms or the supply of any Goods is limited, at Ideal’s option, to either (i) replacement of the Goods or (ii) refund or credit of the Price paid for the Goods.

(b)      Ideal will not be liable to Buyer or any other person or entity for any: (i) loss of profit, revenue, contracts, anticipated savings, data, goodwill, or business opportunity or (ii) indirect, incidental, special, or consequential loss or damage, arising from or in connection with the Goods or these Terms, in each case, regardless of whether arising in contract, tort (including negligence), equity, or otherwise, whether such damages were foreseeable, and whether Ideal was advised of the possibility of such damages.

(c)      Ideal’s aggregate liability with respect to any Goods or Order shall not exceed the total amount paid by Buyer to Ideal with respect to such Goods or Order.

(d)      Ideal’s aggregate liability to Buyer for all claims arising in any 12-month period, whether under one or more Orders, will not in any event exceed the total amount paid by Buyer to Ideal in that period. Each of clauses 8(a), 8(b), 8(c) and 8(d) operates separately and independently, and the invalidity or unenforceability of any one of them does not affect the operation of the others.

(e)      Ideal will have no liability to Buyer in respect of any claim unless Buyer notifies Ideal of the claim in writing, with reasonable particulars, within 3 months after the date on which Buyer became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim, and issues proceedings in respect of that claim within 12 months after Delivery of the relevant Goods.

(f)       Every exclusion, limitation and disclaimer in these Terms applies for the benefit of Ideal and each of its Related Entities and their respective directors, officers, employees, contractors and agents (each a Protected Person), and Buyer agrees not to bring any claim against any Protected Person in respect of the Goods or these Terms. This clause 8(f) confers a benefit on, and is enforceable by, each Protected Person under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017. Except as provided in this clause, no person other than Ideal and Buyer has any right to enforce any provision of these Terms.

(g)      Buyer indemnifies Ideal and each Protected Person against all claims, losses, liabilities, costs and expenses (including legal costs on a solicitor and own client basis) suffered or incurred arising directly or indirectly from: (i) Buyer’s installation, use, handling, storage, modification, application, on-supply or resale of the Goods; (ii) any misdescription of the Goods, or any representation or warranty given by Buyer in respect of the Goods, other than one expressly authorised in writing by Ideal; (iii) any breach by Buyer of these Terms or of any applicable law, standard, code of practice or manufacturer’s instruction; (iv) any recall of the Goods, to the extent attributable to any act or omission of Buyer; and (v) Ideal’s enforcement of these Terms or of its security interest, including all costs of recovering any amounts owing. This indemnity does not extend to any fine or pecuniary penalty imposed on Ideal or any Protected Person.

9.       WARRANTIES AND DISCLAIMERS

(a)      Ideal is a commercial reseller only and does not manufacture or modify any Goods. Buyer’s sole warranties with respect to the Goods, if any, are limited to those provided by the manufacturer, which Ideal will pass through to Buyer to the extent it is permitted to do so. Ideal has no obligation to enforce any manufacturer’s warranty on Buyer’s behalf. Buyer must make any warranty claim directly against the manufacturer, and Ideal’s only obligation is to provide reasonable assistance in identifying the relevant manufacturer and its warranty terms.

(b)      Ideal makes no representation, warranty or undertaking (whether express or implied) in relation to any Goods (including as to the merchantability, quality, or condition of the Goods, compliance with the description of the Goods, the suitability or fitness of the Goods for Buyer’s purposes, or the use of the Goods). To the maximum extent permitted by law, all representations, warranties, guarantees, conditions and undertakings, whether arising by statute, at common law, in equity, by trade usage or otherwise (including any implied by subpart 1 of Part 3 of the Contract and Commercial Law Act 2017), are negatived and excluded.

(c)      Buyer acknowledges that it is not relying on any statement, representation, or assurance by Ideal or its employees as to the performance, characteristics or suitability of the Goods.

(d)      Any advice, recommendation, drawing, specification, quantity or take-off calculation, compatibility or compliance assessment, or other technical information provided by Ideal or any of its personnel in relation to the Goods is provided as an accommodation to Buyer only, without charge and without liability. Buyer is solely responsible for satisfying itself as to the suitability, compatibility, compliance and correct installation and use of the Goods for Buyer’s purposes, and must obtain independent professional advice where appropriate.

10.     CONSUMER GUARANTEES ACT 1993 (CGA), FAIR TRADING ACT 1986 AND STATUTORY EXCLUSIONS

(a)      Buyer warrants that it is acquiring the Goods in trade and for the purposes of a business, and that each of Buyer and Ideal is in trade. On that basis:

(i)       Buyer is not a consumer for the purposes of the Consumer Guarantees Act 1993 (the Act);

(ii)      The parties agree, in accordance with section 43(2) of the Act, to contract out of all provisions of the Act to the fullest extent permitted by law; and

(iii)     The parties agree, in accordance with section 5D of the Fair Trading Act 1986, that sections 9, 12A, 13 and 14(1) of that Act do not apply to the supply of the Goods.

(b)      Buyer acknowledges and agrees that it is fair and reasonable that Ideal be able to rely on the exclusions in this clause 10, having regard to the fact that each party is in trade, that these Terms are recorded in writing, that Buyer had a reasonable opportunity to review these Terms and to obtain independent advice before submitting an Order, and that the Prices for the Goods have been set on the basis of the allocation of risk and liability recorded in these Terms.

(c)      Where Buyer acquires, or holds itself out as acquiring, Goods for the purposes of a business, Buyer agrees not to assert or attempt to assert any rights or claims under the Act in relation to such Goods.

(d)      Where Buyer resupplies any Goods to a third party for business purposes, Buyer must contract out of the Act in accordance with section 43(2). If Buyer fails to do so, it shall indemnify Ideal against any loss, cost, or claim arising directly or indirectly from such failure.

(e)      Nothing in these Terms operates to exclude, restrict or modify the application of any provision of the Act, the Fair Trading Act 1986 or any other statute where to do so would be unlawful or would render any provision of these Terms void or unenforceable, and each provision of these Terms is to be read down to the extent necessary to give effect to this clause.

11.     PRIVACY

(a)      Buyer consents to Ideal collecting, using, disclosing, and storing any information (including personal or credit information) provided at any time for the following purposes: assessing and reviewing Buyer’s application for credit and Buyer’s creditworthiness; establishing and administering Buyer’s account; processing Orders and payments; supplying the Goods and providing related customer service; enforcing these Terms and recovering amounts owing (including debt collection and enforcement of any security interest); complying with Ideal’s legal obligations; and, subject to any separate consent required by law, direct marketing of Ideal’s products and services.

(b)      Buyer authorises Ideal to collect such information from any relevant source and to disclose it to:

(i)       Related parties (including directors and guarantors);

(ii)      Agents and service providers, including those located outside New Zealand. Buyer acknowledges that it has been expressly informed that an agent or service provider located outside New Zealand may not be required to protect the information in a way that, overall, provides comparable safeguards to those in the Privacy Act 2020, and Buyer authorises that disclosure on that basis;

(iii)     Credit reporting and debt collection agencies; and

(iv)     Any third parties engaged in business services relevant to Ideal’s operations.

(c)      Buyer also authorises Ideal to tokenize credit card or debit card information for secure processing.

(d)      Any external agency or party to whom information is disclosed is authorised by Buyer to use and retain that information for the purposes for which it was disclosed, and for so long as is reasonably necessary for those purposes or as required by law.

(e)      Natural persons have the right to access and request correction of their personal information under the Privacy Act 2020 by contacting Ideal directly at privacy@ideal.co.nz.

(f)       Buyer warrants that, in respect of each individual whose personal information Buyer provides to Ideal or whose personal information is covered by this clause 11 (including each director, shareholder, guarantor, employee and contact person of Buyer), Buyer has: (i) informed that individual of the matters required by information privacy principle 3 of the Privacy Act 2020, including the matters set out in this clause 11; and (ii) obtained that individual’s authorisation to the collection, use and disclosure of their personal information in accordance with this clause 11. Buyer indemnifies Ideal against any claim, loss, cost or liability arising from any breach of this warranty.

12.     COMPLIANCE AND ANTI-CORRUPTION

(a)      Buyer is responsible for compliance with all applicable laws and standards in using, installing, reselling, and/or operating Goods.

(b)      Buyer represents that neither it nor any of its directors, officers, employees, agents or subcontractors have offered or accepted any improper financial or other advantage in connection with this contract and have taken reasonable steps to prevent such conduct by any party under their control.

(c)      Buyer agrees to comply with all applicable anti-bribery and anti-corruption laws and to ensure that all parties acting on its behalf also comply with such laws.

(d)      If Ideal discovers material or repeated breaches of this clause 12, and Buyer cannot demonstrate effective preventive measures were in place, Ideal may suspend or terminate its agreement(s) with Buyer, and any applicable payment obligations will remain payable.

13.     CONFIDENTIALITY AND INTELLECTUAL PROPERTY

(a)      Buyer must keep confidential any information provided by Ideal that is commercially sensitive or would reasonably be expected to remain confidential. Disclosure is only permitted with Ideal’s prior written consent or where legally required.

(b)      Ideal and/or its suppliers retain all rights, title, and interest in and to all intellectual property associated with the Goods, including but not limited to any designs, drawings, specifications, trademarks, trade names, patents, copyrights, confidential information, and any related business processes, documentation, or software (Intellectual Property).

(c)      Ideal does not manufacture the Goods and grants Buyer only such rights in the Intellectual Property as Ideal has been authorised by the manufacturer or rights holder to grant.

(d)      Buyer acknowledges that no ownership rights in the Intellectual Property are transferred by the sale or supply of Goods.

(e)      Buyer agrees not to (i) copy, reproduce, reverse engineer, modify, or create derivative works based on the Intellectual Property; (ii) register or attempt to register any of the Intellectual Property in its own name; or (iii) interfere with, challenge, or otherwise infringe upon the Intellectual Property rights of Ideal or its suppliers.

(f)       Buyer must promptly notify Ideal of any actual or suspected infringement, misuse, or unauthorised use of the Intellectual Property.

14.     NOTICES

(a)      All notices under these Terms must be in writing and may be delivered by email or post. Notices sent by email will be deemed received on the date sent, provided no delivery failure notice is received by the sender within 24 hours. Notices sent by post will be deemed received three (3) working days after dispatch.

(b)      Notices to Buyer may be sent using the last known contact details on file with Ideal.

(c)      Notices to Ideal must be sent by email to Customer.ServiceIDC@ideal.co.nz or by post to Ideal’s registered business address (with a copy by email).

15.     DEFAULT AND TERMINATION

(a)      Each of the following is an Event of Default: (i) Buyer fails to pay any amount owing to Ideal on the due date; (ii) Buyer breaches any provision of these Terms and, where the breach is capable of remedy, fails to remedy it within 5 working days after notice from Ideal; (iii) an Insolvency Event occurs in relation to Buyer or any guarantor of Buyer’s obligations; (iv) any guarantee or security given in respect of Buyer’s obligations is withdrawn or terminated, or becomes unenforceable; (v) there is a change in the effective control or ownership of Buyer without Ideal’s prior written consent; (vi) in Ideal’s reasonable opinion, there is a material adverse change in Buyer’s financial position or creditworthiness; (vii) any representation or warranty given by Buyer is or becomes untrue or misleading in a material respect; or (viii) an Event of Default, or an equivalent event, occurs in relation to any Related Entity of Buyer.

(b)      On the occurrence of an Event of Default, Ideal may, without notice and without prejudice to any other right or remedy: (i) declare all amounts owing by Buyer to Ideal (including in respect of Goods ordered but not yet invoiced or Delivered) immediately due and payable; (ii) suspend or cease supply, and cancel any accepted but undelivered Order, in whole or in part; (iii) withdraw or vary any credit limit or credit terms applying to Buyer or any Related Entity of Buyer; (iv) exercise its rights under clauses 5 and 6, including retaking possession of the Goods and enforcing its security interest; (v) enforce any guarantee or other security given in respect of Buyer’s obligations; and/or (vi) terminate these Terms and any other agreement with Buyer, in whole or in part.

(c)      Ideal may terminate these Terms, and cease supplying Buyer, for any reason by giving Buyer 10 working days’ written notice. Termination does not affect any Order accepted before the date of termination, or any right, obligation or liability that accrued before termination.

(d)      Buyer must pay all costs incurred by Ideal (including legal costs on a solicitor and own client basis) in connection with any Event of Default, the enforcement of these Terms, or the exercise or attempted exercise of any of Ideal’s rights under this clause.

16.     GENERAL

(a)      Buyer may not assign or otherwise transfer its rights or obligations under these Terms to any person without the prior written consent of Ideal.

(b)      Ideal will not be liable for any act, omission or failure by it under these Terms if that act, omission or failure results directly or indirectly from an event or circumstances beyond the reasonable control of Ideal, to the extent permitted by law. Where such an event occurs, Ideal may (in addition to its other rights) suspend performance for the duration of the event, allocate available Goods among its customers as it considers equitable, and, if the event continues for more than 30 working days, cancel any affected Order without liability.

(c)      Ideal may correct clerical or typographical errors in any documentation without liability and without prior consent of Buyer.

(d)      Any waiver by a party of any of its rights or remedies under these Terms will be effective only if it is in writing and signed by a duly authorised representative of that party. If the waiver relates to a breach of any provision of these Terms, this will not operate as a waiver of any other breach of that provision. No waiver of any breach, or failure to enforce any provision, of these Terms at any time by either party will in any way affect, limit or waive that party’s right to subsequently require strict compliance with these Terms.

(e)      If any provision of these Terms is or becomes invalid or unenforceable, that provision will be deemed deleted from these Terms. The invalidity or unenforceability of that provision will not affect the other provisions of these Terms, all of which will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.

(f)       Ideal may assign, novate or otherwise transfer any of its rights or obligations under these Terms, and may subcontract the performance of any of its obligations, without Buyer’s consent.

(g)      Clauses 5, 6, 8, 9, 10, 11, 13, 15 and 16, and any other provision that by its nature is intended to survive, continue in force after the termination or expiry of these Terms or of any Order.

(h)      These Terms are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to these Terms, provided that nothing in this clause prevents Ideal from bringing proceedings in any other jurisdiction to enforce a judgment, to recover any Goods, or to protect or enforce its security interest or intellectual property rights.