We have made every effort to formulate these standard terms and conditions in plain English to give all parties the best chance to understand what is expected. Below we use the words ‘you’ and ‘your’ for you, our customer, your company and any representatives of your company, and the words ‘us’, ‘our’ and ‘we’ for Accurate Instrument (NZ) Ltd.
If you have any questions or concerns, please email firstname.lastname@example.org.
The purpose of our Standard Terms and Conditions (subsequently only called Terms) is to set clear expectations between you and us, and to avoid any misunderstandings. By signing our Credit Application Form, by purchasing Goods or Services, or by making a booking of our training courses, you agree to be bound by these Terms.
We provide Goods, Equipment Hire, Services (repair and maintenance, calibration and testing of instruments and equipment, advice), Wholesale and Training. The following Terms are structured around those areas of our business under those headings, whilst other Terms are general.
This first section specifies Terms across all areas of our business.
If not specified otherwise, a Quotation is an offer valid for 30 days.
If you have a Credit Account with us, Purchase Orders are subject to approval of our credit department. At any time, we may alter or suspend credit, refuse shipment or cancel unfilled Purchase Orders, when earlier accounts are overdue or, in our opinion, you are not creditworthy. All orders over the value of $500 excluding GST require written confirmation.
Unless otherwise stated in the Quotation, all our prices are quoted or stated in New Zealand Dollars (NZD), are ex-works and exclusive of GST.
 At our discretion, a deposit of part or all of the price may be required from you before we provide Goods and/or Services.
 If a deposit is requested by us, the amount of the deposit will become immediately due and payable by you.
 We reserve the right to vary the price if you request, and we agree to, any variation to the Goods and Services, the cost to us is increased due to a request by you that the Goods and/or Services be provided outside normal working hours or delivered to an address other than that originally specified by you.
 In respect of imported Goods that we do not hold in stock and we import on your behalf, we provide you with the option to lock in the foreign exchange rate. If you opt for locking in the foreign exchange rate, we guarantee the stated price for the Goods.
 If you do not accept the option to lock in the foreign exchange rate, and if the quoted exchange rate increases by more than 2% between the date of the Quotation and the date of the applicable invoice, we reserve the right to recover any exchange rate losses with our final invoice to you.
 For imported Goods, where we incur any additional charges, fees or taxes that apply to the Goods at Delivery, we reserve the right to recover such additional costs.
 Where special packing is required to deliver the Goods, we will charge such packaging to you at cost price.
We accept the following modes of payments:
 Cash Sale Accounts – Payment in full prior to pick-up or delivery.
 On account - An invoice will be issued. Payments are to be made on the 20th of the following month unless specified otherwise on the invoice.
 We accept cash, direct credit and most major credit cards for payment.
 Some Credit card payments may incur up to a 2.5% surcharge to cover our cost and fees with the credit card provider.
 Any cost incurred for the collection of outstanding payments will be charged to you. That includes the cost of a debt collection agency.
Once an order has been placed, it may not be cancelled for any cause whatsoever without our written consent. Upon placing the order, you will be deemed to have invited us to supply or arrange for the supply of the Goods, or provide or arrange for the provision of Services, and to have agreed that your order will be irrevocable.
Changes to or cancellations of Purchase Orders will not be effective unless we accept it in writing. You are liable for any loss incurred by us in connection with any change to or cancellation of a Purchase Order by you.
If you do not take delivery within 90 days after the date of notification, we reserve the right to on-sell the Goods and invoice you for any cost and losses.
Passing Risk and Title
Risk of damage to and loss of the Goods passes to you on Delivery. It is your responsibility to insure the Goods on and from Delivery. Until title passes to you, you are a bailee of the Goods, and
 you do not remove or change the manner in which the Goods have been labelled by us,
 you will store the Goods in a manner, which shows clearly that they are our property,
 and you will not modify, change, intermix or attach the Goods to any other goods or property in any way that cannot be promptly reversed without causing damage to the Goods,
 you hold the benefit of any insurance of the Goods on trust for us
 and in the event the Goods are lost, damaged or destroyed, you will pay the proceeds of such insurance to us up to any outstanding amount owed by you under the Terms,
 you will not sell, dispose or otherwise part with possession of the Goods,
 you irrevocably authorise us to enter any premises where the Goods are kept to inspect and/or recover possession of the Goods,
 and you will not encumber or grant any interest in the Goods, by means of security or otherwise
 You must notify is in writing if you are factoring your accounts.
Subject to our prior written consent, you may sell the Goods before title passes to you, in which case any proceeds resulting from such sale will be held by you in a separate account on trust for us until any outstanding amounts owed by you under these Terms have been fully paid.
In the event of a default by you, we may without limiting any other rights, demand the immediate return of the Goods to us at your expense.
If you fail to make payment in full on due date, we shall be entitled (whether or not demand has been made and without the necessity for giving notice) to retake possession of all goods in respect of which payment in full has not been received in accordance with these Terms.
You authorise us by our agents to enter upon your premises or any other premises where the goods supplied by us may be located for us to retake possession and agree to indemnify us for all costs and claims incurred or suffered as a consequence of doing so.
In any case where we retake possession of goods supplied, we shall have the option in our sole discretion of electing either to allow a credit for the value of the goods repossessed or to resell the goods. You shall be liable upon demand being made to pay to us an amount equal to the aggregate of
 the value of the goods or the net amount received on resale of the goods (as the case may be),
 interest cost we may have incurred,
 all costs and expenses incurred on repossession and (if applicable) resale of the goods, and
 an amount equal to 20% of the original sale price of the goods as recompense for administration and re-handling the goods less any credit allowed by us or the net amount received on resale (as the case may be), and an amount equal to any partial payments made or allocated towards the purchase price of such goods.
Your conditional rights relating to goods supplied by the company shall cease for all purposes upon us electing to exercise our rights to repossess goods in accordance with these Terms.
We carry insurance for Goods, including your Goods, when on our premises. We rely on the limited insurance of the carriers when delivering Goods, as soon as those Goods leave our premises.
If you want to increase the insurance cover during transport and delivery, we ask you to arrange suitable cover.
We reserve the right to register any Goods in the Personal Property Securities Register (PPSR).
Short shipments or claims for damages will only be considered if received by us in writing within 7 days of receipt of Goods.
The manufacturer of the Goods warrants to you, the purchaser of their products, for the period as determined by the manufacturer, from the date of the original purchase for use, that any defective product proved to be caused by faulty workmanship or materials, when used correctly and installed in the normal manner, will be repaired or replaced at the manufacturer’s option at no charge, providing the product is sent to the manufacturer’s factory or us, with transport charges prepaid by you. This warranty does not apply to damage or malfunction resulting from accidents, damage in transit, misuse or neglect, or fair wear and tear.
Specifically, the warranty does not cover:
 components that may need replacement or repair due to normal fair wear and tear or lack of maintenance upkeep;
 damage caused by accident, misuse, negligence, abuse or fire;
 overloading or transport damage;
 Goods that have not been returned to us in its original packaging or in a manner approved by us within the warranty period;
 unauthorised alteration, modification or substitution of any parts of the Goods, installation or use of the Goods not in accordance with our instructions;
 malfunction due to faulty installation or operation;
 Goods that have their serial number or model number removed or defaced;
 Goods that have been used for a purpose other than for what was reasonably intended for the Goods;
 fault in parts that have been manufactured by someone other than us;
 where an instrument needs to be calibrated as part of the warranty procedure, costs may apply.
Our warranty does not apply unless and until the Goods have been paid for in full by you.
 You acknowledge that you have entered into these Terms for business purposes and that the provisions of the Consumer Guarantees Act 1993 are expressly excluded.
 All warranties, guarantees or conditions, expressed or implied that may be excluded by law are excluded to the maximum extent permitted by law.
 Notwithstanding the above, our liability under this warranty and in these Terms is limited, to the extent permitted by law and at our option to a. replacing the Goods or the supply of equivalent Goods;
b. the repair of the Goods;
c. the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
d. the payment of the cost of having the Goods repaired;
 It shall be your responsibility to check the quality of delivered Goods before their incorporation into any other work. If the quality is not in accordance with the quality contracted for and if you have reason to believe the quality of the Goods is such as to give rise to difficulties in use, processing or incorporation, you shall not allow such incorporation or use to commence unless you have received permission from us in writing.
 You must not misrepresent to anyone the specifications, performance or purpose of the Goods and must not make or give any representations, guarantees or warranties, in relation to the Goods whatsoever without our prior written consent.
Refunds & Exchanges
Ensure that your selection of goods is the correct one.
 Once we calibrate, certify and invoice a new instrument, ownership passes to you. If you decide to return the Goods, we cannot sell it new. The instrument will be serviced and re-calibrated by us and will be offered to customers at a reduced price. The cost refunded by us to you will be reduced by the amount of the value the instrument has been reduced to.
 Additional cost in case of refunds and exchanges will also be charged to you.
 We reserve the right to refuse a refund or exchange if you are not willing to accept our loss in value or additional cost.
This section sets out Terms relating to ecommerce online purchases through the company operated websites and third party auction sites.
The company operates two ecommerce based websites with the availability for consumers to purchase Goods online. All Terms outlined under INTRODUCTION and GENERAL sections of this document apply to the company’s ecommerce sites.
Third party auction sites
All goods and services listed with third party internet and ecommerce auction sites follow the procedural terms and conditions laid out by the third party.
All Goods purchased online through a third party internet and/or ecommerce auction site cannot be collected from an Accurate Instruments showroom, warehouse, via a company rep or ordered by phone or email.
All goods with a price advertised online are GST exclusive and subject to delivery costs unless otherwise stated.
If a price is not listed on the website, it is not available for purchase online at that time. Price upon application.
Promotions & Vouchers
Goods and services that are advertised in media as a promotion or with a redeemable voucher can be used online if;
 The Good is priced and available for purchase online;
 A coupon or promo code is used;
 The date of the promotion or voucher has not expired;
All items that are not priced online are not subject to promotions or redeemable vouchers.
If a promotion indicates that the Goods can only be purchase online through the company operated ecommerce webpages, they cannot be purchased in the Accurate Instruments trade branch showrooms, by phone or via a company rep.
All orders processed online are not released until payment has been confirmed. Upon confirmation of monies received, orders are usually processed within 1 working day unless;
 The order has been placed on a public holiday
 The company is closed during the Christmas/New Year period
 The product is on backorder. For all backorders, the purchaser will be advised of the delivery period time.
This time period may be subject to product availability from suppliers, manufacturers and unforeseen shipping delays.
All ecommerce purchases are shipped using the standard courier services applicable to your location.
Delivery of the Goods will occur at the delivery point as specified by you when completing your online order and agreed to by us, and Goods are taken to have been delivered at the time
 in the case of collection by you, when you or your carrier takes possession of the Goods;
 or in the case of delivery by us, when the Goods are delivered to the Delivery Place, even if the premises are
unattended by you at the time of delivery.
 We may deliver the Goods in instalments. Each instalment will be invoiced upon Delivery.
 Our delivery records will be prima facie proof of Delivery of the Goods to you.
 You will inspect the Goods upon Delivery and notify us within seven days of Delivery if you allege a defect or supply error. Upon such notification and at our request, you will allow us to inspect the Goods.
 Delivery locations that are listed by NZ Post as a rural delivery can take 1-3 days longer than standard deliver times.
All Goods sold online are covered by the manufacturer’s warranty to the purchaser of their products, for the period indicated, from the date of the original purchase for use.
All standard terms and conditions outlined under the warranty segment of the GOODS section of this document apply to the company ecommerce sites.
Refunds & Exchanges
Ensure that your selection of goods is the correct one. Accurate Instruments (NZ) Ltd is not liable for receiving returned goods and refund requests if the consumer has purchase the incorrect product.
All standard terms and conditions outlined under the refunds & exchanges segment of the GOODS section of this document apply to the company ecommerce sites.
This section sets out Terms relating to hire and loan equipment. You acknowledge that the Hire Form you sign is an integral part of our Agreement with you.
Hiring commences at the time shown on the face of the Hire Form which is the time the equipment leaves our store. The hiring shall terminate at the time stated by you on the face of the Hire Form. By that time the equipment is to be delivered back into our store by you. We are not liable for "non-use" or "off hire" during the rental period.
Our right to Hire
We may terminate the hire at any time without reason by giving you 48 hours’ written notice. Such notice may be given either by personal delivery or by post to either the job address or any other address you specified on the Hire Form. In the case of notices posted to you, the period of notice shall commence to run from the time at which the notice would have been delivered in the ordinary course of the post.
We shall not be responsible to you for any loss arising as a result of such termination.
Notwithstanding termination of the hiring, you are liable to pay us a sum equivalent to hire fees for the period from the date of termination of the hiring until the equipment is actually returned to us.
Equipment is hired on a daily rate, then weekly, then monthly (i.e. 28 days). A day is from 7.30am to 5pm one week is 7 days.
For weekend hires picked up Friday evening and returned early Monday morning occur a 1.5 times daily rate.
The hire period is based on the time the equipment is uplifted until the time the equipment is returned, not the time for which the equipment is used.
Unless you operate an active credit account with us you will be recognised as a Cash Sale customer. Cash Sale terms for the Hire of equipment from us requires you to provide a copy of a current Driver’s License and Credit Card for identification and security against the hire of the equipment taken. You shall not knowingly supply fraudulent or stolen identification or security.
You, by accepting the Goods or Services, agree to the Terms as laid down by us and agrees to pay any costs of collection and all legal fees incurred by us in the event of legal action becoming necessary.
Where you operate a credit account with us payment is due on the twentieth day of the month after the date of invoice. Where payment is not made by the due date, we reserve the right to charge default interest at the rate of 2% above our overdraft rate as it may apply.
If you do not require us to waive your responsibility for loss or damage to equipment then you must make alternative arrangements in writing with us through our credit department. No claim for credit will be recognised after one month of the date of invoice.
Long-term cash sale hire will be charged on a weekly basis unless alternative arrangements in writing have been agreed upon by our credit department. You authorise the use of your credit card supplied for security to charge for the hire.
Upon the completion of a Cash Sale hire, payment is required in full, excluding any values already paid for. We retain the right to charge any outstanding hire to the security details supplied forthwith by you as per the Terms of the hire agreement.
Care of Equipment and Breakdowns
In the event of the equipment being damaged, you shall pay us the sum equivalent to the cost of making good the said damage that has occurred. In the event of the equipment being lost or stolen, you must advise us immediately of said occurrence and shall pay us the sum equivalent to the cost of replacing the lost or stolen equipment, within 2 working days of occurrence.
You warrant that you are competent and qualified to use the equipment in the way it is designed.
Breakdowns resulting from misuse shall not in any circumstances shorten the period of hire.
It is your responsibility to satisfy yourself that the equipment is suitable for the work intended and that it is used in a way that complies with all statutory requirements.
The equipment does not purport to be new stock or equal to new, but when sent out all items are understood to be in good condition and fit for normal use.
We are not liable for any loss suffered by you or liability incurred by you as a result of a breakdown of the equipment however caused. Notwithstanding the foregoing, any liability attaching to us under these Terms shall be limited to the amount of hire charges due under these Terms.
In the event of breakdown, malfunction, errors or a red Shock Watch of the equipment hired, you must immediately notify us by writing.
Injury or Damage to You, Third Persons or Property You shall not have any claim against us for loss or damage suffered by you as a result of the your use of the equipment.
You will indemnify us against any claim by a third person in respect of any loss, injury or liability arising from this hiring or arising out of the use of the equipment hired by you.
No Assignment of Hire Agreement
This agreement is personal to you and is not capable of assignment by you, and you shall not sublet the equipment to any other person, but this shall not prevent your employees using the equipment.
No Warranties by Owner
We make no warranty or representations as to the state, quality or fitness of the equipment for any purpose and no such warranty shall be implied by the description of the equipment on the face of this form. All implied warranties and conditions as to the state, quality or fitness of the equipment for any purpose are hereby excluded.
The person signing this document on your behalf warrants that (s)he has the authority to make this contract on your behalf and that (s)he is empowered by you to bind you to this agreement. The person so signing hereby indemnifies us against all losses and costs that may be incurred by us arising out of the person so signing the agreement failing to have such power of authority.
You shall forthwith on request by us advise us of the whereabouts of the equipment and allow us or our agent or servants reasonable time to inspect and test the equipment and for such purposes you hereby give irrevocable leave and licence to us, our servants and agents to take possession of the equipment, remove the same and to enter upon any premises where the equipment or any of the same or any part thereof may be.
In the case of you entering into this contract in a private capacity, you by entering into this contract hereby authorise the disclosure of personal information regarding your creditworthiness by any other party to us and that this personal information may be used by us to advise you of our other Goods and services. You have rights of access to and correction of personal information contained in this contract subject to the provisions of the Privacy Act 1993.
SERVICING INSTRUMENTS & EQUIPMENT
This section outlines our Terms for servicing your instruments and equipment. All our Servicing is supplied under these Terms. The word Servicing encompasses maintenance, repairs, testing and calibration of instruments or equipment (we have called Goods below) to manufacturer’s specifications or other recognised standards.
For evaluating and checking your instrument, service charges will apply. A minimum assessment fee is applicable to both In-House and Third Party servicing.
 If no manufacturer’s serial number can be identified, we cannot certify the equipment.
 We identify equipment ownership. If the equipment is found to have been reported stolen, we will take appropriate actions.
 Please be aware that if you ask us to service and calibrate Goods not purchased from us that have no New Zealand-based backup and support, we reserve the right to not service or calibrate your Goods. In such cases, parts, service manuals and calibration standards may not be available.
 For instruments deemed to have residule value vs servicing costs, repairs upto the value of $200 are undertaken.
 If you purchased your equipment directly from us, you may be entitled to a loan instrument whilst your equipment is being serviced, subject to availability.
Standard hire charges apply if the loan instrument has not been returned within 2 days of us contacting you (by phone or in writing), advising you that;
a) your equipment is ready for collection;
b) has been deemed not viable to repair; or
c) is awaiting a purchase order or approval for work to be completed.
If during the servicing of your Goods it becomes apparent that the Goods are not serviceable or that a service is not economical, we will contact you for further instructions
 To arrange replacement of the Goods;
 To obtain written instructions from you to service the Goods despite servicing may not be economical;
 To return the Goods to you without any further servicing. We reserve the right to refuse servicing Goods if in our professional opinion such a service would not result in a satisfactory outcome rendering the Goods useable.
Servicing by Third Party
Where we cannot service your Goods, we liaise with third party service providers to have your Goods serviced.
We will inform you about third party servicing and all associated cost prior to sending your Goods to the third party provider and will only send it on with your expressed permission in writing.
All cost of transport, the third party servicing cost and our cost, including but not limited to initial assessments, packaging and handling, will be passed on to you.
Delivery/ Pick up of Serviced Goods
We will notify you when your Goods have been serviced and when they are ready for collection is dispatch.
Where you opt to pick-up your Goods, we hold those in safe storage for up to 2 weeks. After 2 weeks, we reserve the right to charge you a holding fee.
Failure to pick up or receive Goods
Where you opt to pick-up your Goods and you do not pick up your Goods, and/or where you refuse to take Delivery of the Goods, we reserve the right to sell the Goods on your behalf to recover cost after 90 days in storage.
We will notify you as soon as we have sold the Goods to either pay you any moneys the sale of your Goods has resulted in ,over and above our cost, or we will issue an invoice for immediate payment, where the sale of the Goods has not completely covered our cost.
Such cost include, but are not limited to our servicing fees, third party servicing fees, delivery and transportation cost, storage cost and administrative fees for communication and management of the sale.
All sensitive Goods are shipped with a Shock Watch, monitoring the status of the Goods during transport and delivery. We do not accept any liability when the Shock Watch shows inappropriate handling or when the Shock Watch has been removed, tempered with or red on receipt of delivery.
A 90 day service warranty applies covering workmanship and parts supplied.
NOTE: Where an instrument needs to be calibrated as part of the warranty procedure, costs may apply.
 Wholesale hours are from 8:30am to 4:30pm on weekdays.
 For same day dispatch, all orders must be received by 2pm.
 All orders are to be accompanied by an official Purchase Order, either by email or fax. Phone orders are not accepted.
 Orders can be collected from the warehouse by the Wholesale Company only. Advanced notification is required for pickup as well as an email/fax of the Purchase Order, so that the order can be picked, checked and is ready for collection upon arrival.
 Reseller’s own customer collections and pickups are not permitted.
 Not all products offered by the master company Accurate Instruments are available for Wholesale resale.
 Unless an agreement exists with the reseller, freight costs apply for all deliveries.
 We do not send direct to the customers of resellers, unless prior agreements are in place.
 We accept no responsibilities for courier services, delivery times and their performance. We endeavour to use the most reliable, cost effective and efficient services available.
 Authorisation and approval is required in writing for returned goods prior to said goods being returned. A restocking fee will apply.
All Wholesale stock is kept in the Auckland Wholesale Warehouse (192 Marua Road, Mt Wellington, Auckland 1051). No other locations hold stock for Wholesale supply.
TRAINING & EDUCATION
We provide training programmes in conjunction with Ara Institute of Canterbury. The following section outlines our specific terms and conditions for training.
Ara Institute of Canterbury Enrolment Requirements
A selection of our Training courses are delivered by Ara Institute of Canterbury. In order for you to enrol in their courses, we must have your completed the enrolment form when you book a course. You can get an enrolment form from our training department.
STUDENTS - NZ RESIDENTS/ WORKING VISAS
If you are not a NZ citizen, you need to prove your residential status when enrolling with Ara Institute of Canterbury. A Permanent Resident is not a NZ Citizen, and we have to proof of the Permanent Residency status in order to enrol you into the New Zealand education system.
Ara requires both the photo ID page of the passport and the most current visa page. Both must be verified copies (by a JP or similar) alternatively, students can take their passport into Ara (130 Madras Street, Christchurch) so verified copies can be obtained.
Our Enrolment Requirements
Ours course booking form must be completed prior to training with us.
 Cash Sale Accounts - An invoice will be issued to you prior to training, which must be paid in full 2 weeks prior to the commencement of the course. Any costs associated with training occurred thereafter will be invoiced upon course completion.
 On account - An invoice will be issued after completion of the training. Payments are to be made on the 20th of the following month unless specified otherwise on the invoice.
 Any cost incurred for the collection of outstanding payments will be charged to you.
The following fees will apply when attendees choose to cancel their booked places on a course:
 Cancellation received 2 weeks before the course – no charge
 Cancellation received 1 week before the course – 20% of the course cost
 Cancellation received 1 working day before the course - 50% of the course cost
 Cancellation not received before the course – no refund – total course cost applies. A customer who cancels on the day of the course is not entitled to a refund.
Please note: Cancellations not received before the course will not be eligible for a refund. Total course cost applies. We reserve the right to cancel courses if necessary. Every effort will be made to give attendees no less than 5 working days’ notice of cancellation. We will not be responsible for any costs incurred due to course cancellation.
Changing your Course Booking (Rebooking)
Attendees are entitled to one complimentary re-book, if this is made prior to the day of the course. A rebooking done on the day of the course and subsequent re-bookings may incur a fee.
Travel and Accommodation
 If not specified otherwise, our proposals do not cover any cost of travel. Cost of travel will be charged at actual cost plus a 10% handling and administration fee.
 Trainers may be located in different areas throughout the country and need to travel to the location of the course. You will be informed if this is the case and travel costs will be incurred.
 Copies of receipts for cost of travel are provided on request. For vehicle travel reimbursement, we charge $0.71 per kilometre. Travel time for instructors is $95/hr.
 Any costs incurred on behalf of you are charged to you at cost plus a 10% administration and handling fee.
 Should your company wish to organise flights or accommodation for the trainer, please inform us. We will work together with you and the trainer to establish the correct travel itinerary.
Each person that sits the course is issued with the relevant course book. The book is included in the course cost. All participants will be notified prior to course commencement if they are required to bring any extra material or instruments to the course. All course material remains our property.
Where a start time for a training course is provided, this is the actual start time. Times are given to ensure that the learning required for the course can be delivered in the time specified.
Trainers have the right to refuse entry to any attendee to a course that is already underway.
Mobile phones are required to be turned off during this time. Should a student not be able to sit the course in its entirety, we suggest they book at a later date. Students who do not sit courses in full will not be issued certification.
You must comply with all health and safety rules and regulations and any other reasonable security requirements that apply at the premises at which the training courses are provided. Safety Boots and appropriate PPE are required on most of our training courses. You will be advised prior to attending on what is required.
On the successful completion of our training courses and on full payment of all fees, students will be issued with a certificate of completion by us (applies to stage two and three courses only).
Please note that all students must have a 90% pass rate in order for a certificate of completion to be issued.
We do not accept responsibility for anyone acting as a result of information or views expressed on its training courses including course material. Opinions expressed are those of individual trainers and not necessarily ours. Participants should take professional advice when dealing with specific situations.
We and you shall keep and maintain all Confidential Information of each other confidential and shall not use, disclose or otherwise provide the Confidential Information to any third party without the other party’s prior written consent.
Where disclosure of the Confidential Information to employees or agents is required in order to supply the Products and/or Services, we and you shall ensure that such employees and agents are bound by equivalent obligations of confidentiality and non-use as set out in these Terms.
We and you agree and acknowledge that all Intellectual Property belonging to or licensed to you or us is the sole property of that party and that nothing within these Terms will give the other party any right, title or interest in such Intellectual Property.
We agree that all New Intellectual Property shall be our sole property and that you shall have no right, title or interest in such New Intellectual Property unless otherwise agreed. If requested by us, you shall execute all documents and do all things necessary to give effect to our ownership of the New Intellectual Property.
Our training material, including classroom training manuals, and training exercises, are protected by copyright, and cannot be used by you, or any other party, without express permission by us.
Any dispute relating to the supply of the Products and/or Services or otherwise in relation to our Terms shall in the first instance be dealt with by promptly giving notice of such dispute to each other in writing.
We and you shall endeavour to resolve the dispute in good faith prior to seeking resolution through the Courts.
Limitation of liability
 Notwithstanding anything set out in these Terms, we will be under no liability whatsoever to you for any indirect loss, consequential loss or damage, loss of profit, loss of bargain, loss of business opportunity or exemplary damages or losses suffered by you or any other person arising out of or flowing from any pre-contractual misrepresentation, forecast or breach of these Terms, or other dispute arising out of these Terms.
 Notwithstanding anything else in these Terms, in the event that we are found liable under these Terms for any reason whatsoever (including the loss set out above), such liability will be limited to the price of the specific Products and/or Services that the liability relates to and these Terms.
You shall indemnify us against all costs (including full costs between solicitor and client), claims, liabilities, expenses and demands suffered or incurred by us arising out of or relating to the supply of the Products and/or Services by you pursuant to these Terms.
Any notices required to be given by you and us pursuant to these Terms shall be given at the addresses set out in the Purchase Order or as otherwise notified in writing you or us from time to time.
No failure or omission by any party to carry out or observe these Terms will give rise to any claim against you or us or be deemed a breach of these Terms if such failure or omission arises from any cause reasonably beyond the control of you or us provided that this clause will not extend to excuse the consequences of insolvency or financial difficulty.
No failure by you or us to enforce any of the rights under these Terms shall be considered a waiver of those rights and no failure to enforce any subsequent breach of these Terms shall be considered a waiver of those rights in respect of a subsequent breach of any term or condition.
If any provision of these Terms is, or becomes, unenforceable, illegal or invalid for any reason, the relevant provision shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity.
No amendment or variation of these Terms shall be binding unless it is in writing and signed by you and us. You may not assign or purport to assign any of your rights or obligations under these Terms without the prior written consent by us.
These Terms are to be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.
If any parts of these Terms are deemed not enforceable, or against the law by a suitable authority, the remainder of these Terms shall remain in force. All other Terms shall be unaffected by the provision that cannot be enforced.