Terms of Trade
1.1 “Applicable Data Protection Laws” means, to the extent the “UK GDPR” (with the meaning given to it in the Data Protection Act 2018) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and to the extent the “EU GDPR” (the General Data Protection Regulation ((EU) 2016/679)) applies, the law of the European Union or any member state of the European Union to which Te Pari is subject, which relates to the protection of personal data.
1.2 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to form part of, or be supplemental to, this Contract.
1.3 “Te Pari” means Te Pari Products (UK) Ltd, incorporated in England and Wales with registered number 13198078, its successors and assigns or any person acting on behalf of and with the authority of Te Pari Products (UK) Ltd.
1.4 “Customer” means the person/s, entities or any other person acting on behalf of and with the authority of the Customer, requesting Te Pari to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and
(b) if the Customer is a partnership, it shall bind each partner jointly and severally; and
(c) if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Customer’s executors, administrators, successors and permitted assigns.
1.5 “Goods” means all products, goods, equipment, services and/or solutions supplied by Te Pari to the Customer as specified in any proposal, quotation, order, invoice or other documentation, or at the Customer’s written request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.6 "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.7 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.8 “Price” means the price payable (plus any applicable Value-added Tax (“VAT) for the Goods as agreed between Te Pari and the Customer in accordance with clause 6 below.
2. The Contract
2.1 Te Pari will provide the Customer with a quote for the supply of Goods, which will form an “Order” and if the Customer wishes to proceed, will constitute an offer from the Customer to purchase the Goods. The Customer is responsible for ensuring that they are willing to place the Order and the content of the same is accurate.
2.2 The Order shall only be deemed to be accepted when Te Pari issues a sales agreement with the Order, which the Customer will sign. At such point the Contract shall come into existence.
2.3 The Customer is taken to have exclusively accepted, and is immediately bound, jointly and severally, by the Contract upon signature of the Sales Agreement.
2.4 These terns and conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.6 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.7 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 7 of the Electronic Communications Act 2000 or any other applicable provisions of that act or any regulations referred to in, or associated with, that act.
3. The Goods and Services
3.1 The Customer acknowledges that:
(a) the supply of Goods on credit shall not take effect until the Customer has completed a credit application with Te Pari and it has been approved with a credit limit established for the account; and
(b) in the event that the supply of Goods request exceeds the Customers credit limit and/or the account exceeds or breaches the payment terms, Te Pari reserves the right to reject the Order and/or refuse Delivery; and
(c) the supply of Goods for accepted Orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Te Pari reserves the right to vary the Price with alternative Goods as per clause 6.2, subject to prior confirmation and agreement of both parties; and
(d) Te Pari also reserves the right to halt all Services until such time as Te Pari and the Customer agree to such changes. Te Pari shall not be liable to the Customer for any loss or damage the Customer suffers due to Te Pari exercising its rights under this clause.
3.2 Any advice, recommendation, information, assistance or service provided by Te Pari in relation to Goods or Services supplied is given in good faith to the Customer, or the Customer’s agent and is based on Te Pari’s own knowledge and experience and shall be accepted without liability on the part of Te Pari. Where such advice or recommendations are not acted upon then Te Pari shall require the Customer or their agent to authorise commencement of the Services in writing. Te Pari shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.
3.3 Te Pari warrants that the Services will be provided using reasonable care and skill.
3.4 The Customer shall:
(a) ensure that any information it provides to Te Pari in relation to the order is complete and accurate in all material respects;
(b) co-operate with Te Pari in all matters relating to the Services and Delivery;
(c) provide Te Pari with such information and materials as Te Pari may reasonably require in order to supply the Services.
4. Errors and Omissions
4.1 The Customer acknowledges and accepts that Te Pari shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by Te Pari in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by Te Pari in respect of the Services. 4.2 In the event such an error and/or omission occurs in accordance with clause 4.1, and is not attributable to the negligence and/or wilful misconduct of Te Pari; the Customer shall not be entitled to consider such an error and/or omission as a breach of this Contract, treat this Contract as repudiated, nor render it invalid.
5. Change in Control
5.1 The Customer shall give Te Pari not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address and contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by Te Pari as a result of the Customer’s failure to comply with this clause.
6. Price and Payment
6.1 At Te Pari’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by Te Pari to the Customer; or
(b) the Price as at the date of Delivery of the Goods according to Te Pari’s current price list; or (c) Te Pari’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
6.2 Te Pari reserves the right to change the Price if a variation to Te Pari’s quotation is requested. Variations will be charged for on the basis of Te Pari’s quotation, and will be detailed in writing, and shown as variations on Te Pari’s invoice. The Customer shall be required to respond to any variation submitted by Te Pari within ten (10) working days. Failure to do so will entitle Te Pari 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.
6.3 At Te Pari’s sole discretion a non-refundable deposit may be required.
6.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Te Pari, which may be:
(a) before Delivery of the Goods;
(b) for approved Customers, due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Te Pari.
6.5 Payment may be made by cheque, electronic/on-line banking, or by any other method as agreed in writing between the Customer and Te Pari.
6.6 Te Pari may in its discretion allocate any payment received from the Customer towards any invoice that Te Pari determines and may do so at the time of receipt or at any time afterwards.
6.7 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Te Pari nor to withhold payment of any invoice because part of that invoice is in dispute.
6.8 Unless otherwise stated the Price does not include VAT. In addition to the Price, the Customer must pay to Te Pari an amount equal to any VAT Te Pari must pay for any supply by Te Pari under this or any other contract for the sale of the Goods. The Customer must pay VAT, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
7. Delivery of Goods
7.1 Delivery of the Goods is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at Te Pari’s address; or
(b) Te Pari (or Te Pari’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address
7.2 At Te Pari’s sole discretion the cost of Delivery is either included in the Price or is in addition to the Price.
7.3 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this Contract.
7.4 Any time specified by Te Pari for Delivery of the Goods is an estimate only. The Customer must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. Te Pari will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late. In the event that the Customer is unable to take Delivery of the Goods as arranged then Te Pari shall be entitled to charge a reasonable fee for redelivery and/or storage.
7.5 Te Pari may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
8. Product Specifications
8.1 The Customer acknowledges that:
(a) all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in Te Pari’s or the manufacturer’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the Contract or have any contractual force, unless expressly stated as such in writing by Te Pari;
(b) while Te Pari may have provided information or figures to the Customer regarding the performance of the Goods, the Customer acknowledges that Te Pari has given these in good faith, and are estimates based on industry prescribed estimates.
8.2 The Customer shall be responsible for ensuring that the Goods ordered are suitable for their intended use.
8.3 Te Pari reserves the right to amend the Goods or Service specification if required by any applicable statutory or regulatory requirement, and shall notify the Customer in any such event.
9. Accuracy of Customer’s Plans and Measurements
9.1 Te Pari shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. The Customer acknowledges and agrees that in the event that any of this information provided by the Customer is inaccurate, Te Pari accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
9.2 In the event the Customer gives information relating to measurements and quantities of the Goods required to complete the Services, it is the Customer’s responsibility to verify the accuracy of the measurements and quantities, before the Customer or Te Pari places an order based on these measurements and quantities. Te Pari accepts no responsibility for any loss, damages, or costs however resulting from the Customer’s failure to comply with this clause.
10.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
10.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, Te Pari is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Te Pari is sufficient evidence of Te Pari’s rights to receive the insurance proceeds without the need for any person dealing with Te Pari to make further enquiries.
10.3 If the Customer requests Te Pari to leave Goods outside Te Pari’s premises for collection or to deliver the Goods to an unattended location then Delivery shall be deemed to have taken place upon Te Pari (or its nominated carrier) leaving such Goods in the specified location, and the risk in such Goods shall pass to the Customer in accordance with this clause 10 .
10.4 The Customer acknowledges that Goods supplied may:
(a) exhibit variations in shade tone, colour, texture, surface and finish; and
(b) fade or change colour over time; and
(c) expand, contract or distort as a result of exposure to heat, cold, and weather; and
(d) mark or stain if exposed to certain substances; and
(e) be damaged or disfigured by impact or scratching.
11.1 Te Pari and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid Te Pari all amounts owing to Te Pari; and
(b) the Customer has met all of its other obligations to Te Pari.
11.2 Receipt by Te Pari of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
11.3 It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 11.1:
(a) the Customer is only a bailee of the Goods and must return the Goods to Te Pari on request;
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Te Pari and must pay to Te Pari the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Te Pari and must pay or deliver the proceeds to Te Pari on demand;
(d) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Te Pari and must sell, dispose of or return the resulting product to Te Pari as it so directs;
(e) the Customer irrevocably authorises Te Pari to enter any premises where Te Pari believes the Goods are kept and recover possession of the Goods;
(f) Te Pari may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Te Pari; and
(h) Te Pari may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
12.1 The Customer shall inspect the Goods on Delivery and shall within thirty (30) days of Delivery (time being of the essence) notify Te Pari of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Te Pari an opportunity to inspect the Goods within a reasonable time following Delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Te Pari has agreed in writing that the Customer is entitled to reject, Te Pari’s liability is limited to either (at Te Pari’s discretion) replacing the Goods or repairing the Goods. 12.2 Goods will not be accepted for return other than in accordance with clause 12.1 above, and provided that:
(a) Te Pari has agreed in writing to accept the return of the Goods; and
(b) the Goods are returned at the Customer’s cost within thirty (30) days of the Delivery date; and
(c) Te Pari will not be liable for Goods which have not been stored or used in a proper manner; and
(d) the Goods are returned in the condition in which they were Delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
12.3 Te Pari may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of ten percent (10%) of the value of the returned Goods plus any freight costs and expenses. 12.4 Subject to clause 12.1, non-stocklist items or Goods made to the Customer’s specifications are not acceptable for credit or return.
13.1 Subject to the conditions of the warranty set out in this clause 13, Te Pari warrants that if any defect in any workmanship of Te Pari becomes apparent and is reported to Te Pari within twelve (12) months of the date of delivery for electronics, hydraulic and/or electrical components, and thirty-six (36) months for steel framework and componentry and hot dip galvanising (time being of the essence) then Te Pari will either (at Te Pari’s sole discretion) replace the Goods (in whole or such defective componmet) or remedy the workmanship.
13.2 The conditions applicable to the warranty given by clause 13.1 are:
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Customer to properly maintain any Goods; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by Te Pari; or
(iii) any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) fair wear and tear, any accident, or act of God.
(b) the warranty shall cease and Te Pari shall thereafter in no circumstances be liable under the terms of the warranty if the Goods and/or the workmanship is repaired, altered or overhauled without Te Pari’s consent.
(c) in respect of all claims Te Pari shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
13.3 No warranty will apply for any damage to electrical and/or electronic Goods which are not protected by a Residual Current Device (RCD), where the existence of an RCD could reasonably be expected to have prevented such damage.
13.4 For Goods not manufactured by Te Pari, the warranty shall be the current warranty provided by the manufacturer of the Goods. Te Pari shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
13.5 To the extent permitted by statute, no warranty is given by Te Pari as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. Te Pari shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
13.6 The conditions applicable to the warranty given on Goods supplied by Te Pari are contained on the “Warranty Card” that will be supplied with the Goods.
14. Consumer Rights Act 2015
14.1 If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Rights Act 2015 (“CRA”) do not apply to the supply of Goods by Te Pari to the Customer.
15. Intellectual Property
15.1 Where Te Pari has designed, drawn or developed Goods for the Customer, then any and all Intellectual Property Rights in any designs and drawings and documents shall remain the property of Te Pari. Under no circumstances may such designs, drawings and documents be used without the express written approval of Te Pari.
15.2 The Customer warrants that all designs, specifications or instructions given to Te Pari will not cause Te Pari to infringe any Intellectual Property Rights in the execution of the Customer’s order and the Customer agrees to indemnify Te Pari against any action taken by a third party against Te Pari in respect of any such infringement.
15.3 The Customer agrees that Te Pari may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Te Pari has created for the Customer.
16. Default and Consequences of Default
16.1 If Te Pari’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) without limiting or affecting any other right or remedy available to it, Te Pari shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Te Pari's performance of any of its obligations;
(b) Te Pari shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Te Pari's failure or delay to perform any of its obligations; and
(c) the Customer shall reimburse Te Pari on written demand for any costs or losses sustained or incurred by Te Pari arising directly or indirectly from the Customer Default.
16.2 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Te Pari’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.3 If the Customer owes Te Pari any money the Customer shall indemnify Te Pari from and against all costs and disbursements incurred by Te Pari in recovering the debt (including but not limited to internal administration fees, legal costs, Te Pari’s collection agency costs, and any banking fees, fines and charges).
16.4 Further to any other rights or remedies Te Pari may have under this Contract, if a Customer has made payment to Te Pari, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Te Pari under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this Contract.
16.5 Without prejudice to Te Pari’s other remedies at law Te Pari shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Te Pari shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Te Pari becomes overdue, or in Te Pari’s opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer has exceeded any applicable credit limit provided by Te Pari;
(c) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
17.1 Without prejudice to any other remedies Te Pari may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Te Pari may suspend or terminate the supply of Goods to the Customer. Te Pari will not be liable to the Customer for any loss or damage the Customer suffers because Te Pari has exercised its rights under this clause.
17.2 Te Pari may cancel this Contract, or any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Te Pari shall repay to the Customer any money paid by the Customer for the Goods. Te Pari shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 Without limiting its other rights or remedies, Te Pari may immediately terminate this Contract with immediate effect by giving written notice to the Customer if the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy, or in the event that the Customer commences any action or proceedings analogous to the deterioration of its financial position.
17.4 In the event that the Customer cancels Delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Te Pari as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.5 Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
17.6 On termination of the Contract:
(a) the Customer shall immediately pay to Te Pari all Te Pari's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Te Pari shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
(b) the Customer shall return all materials belonging to Te Pari, or Goods which have not been fully paid for. If the Customer fails to do so, then Te Pari may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
17.7 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
17.8 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect
18.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after cancellation, termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 18.2.
18.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 18.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
19. Data Protection
19.1 Both parties will comply with all applicable requirements of Applicable Data Protection Laws.
20. Service of Notices
20.1 Any written notice given under this Contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.
20.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
21. Limitation of Liability
The customer's attention is particularly drawn to this clause 21.1 The restrictions on liability in this clause 21 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
21.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for (a) death or personal injury caused by negligence, or (b) fraud or fraudulent misrepresentation.
21.3 Except to the extent permitted by law, Te Pari shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Te Pari of these terms and conditions (alternatively Te Pari’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4 Te Pari’s total liability to the Customer shall not exceed the total charges in the 12 months preceeding the relevant breach(es).
22.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
22.2 These terms and conditions and any contract to which they apply shall be governed by the laws of England and are subject to the jurisdiction of the English Courts.
22.3 Te Pari may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
22.4 The Customer cannot licence or assign without the written approval of Te Pari.
22.5 Te Pari may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of Te Pari’s sub-contractors without the authority of Te Pari.
22.6 The Customer agrees that Te Pari may amend their general terms and conditions for subsequent future contracts with the Customer by disclosing such to the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for Te Pari to provide Goods to the Customer.
22.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party.
22.8 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.