Terms & Conditions

1. Definitions

1.1 “AllCity” means Allcity Paint Merchants Limited T/A AllCity, its successors and assigns.

1.2 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

1.3 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Customer does not wish to allow Cookies to operate in the background when using AllCity’s website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.

1.4 “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting AllCity 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

(d) includes the Customer’s executors, administrators, successors and permitted assigns.

1.5 “Goods” means all Goods or Services supplied by AllCity to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.6 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between AllCity and the Customer in accordance with clause 7 below. All Goods supplied are priced in New Zealand dollrs (“NZD”).

2. Acceptance

2.1 The parties acknowledge and agree that:

(a) they have read and understood the terms and conditions contained in this Contract; and

(b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods.

2.2 These terms and conditions are meant to be read in conjunction with the Terms and Conditions posted on AllCity’s website. 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.

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

2.4 The Customer acknowledges that the supply of Goods on credit shall not take effect until the Customer has completed a credit application with AllCity and it has been approved with a credit limit established for the account.

2.5 In the event that the supply of Goods requested exceeds the Customer’s credit limit and/or the account exceeds the payment terms, AllCity reserves the right to refuse Delivery.

2.6 The Customer acknowledges and agrees that to order, purchase and accept Delivery of Goods from AllCity, the Customer must be of the legal age of eighteen (18) years or over. The Customer further agrees not to supply any Goods purchased from AllCity to anyone under the legal age of eighteen(18) years. AllCity reserves the rights to request formal identification to confirm the age of the Customer. If the Customer refuses or if AllCity is not satisfied with the evidence supplied by the Customer, then AllCity may cancel any order and provide a refund. AllCity will not be held liable for any reason in the event that the Customer fails to comply with this clause.

2.7 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Errors and Omissions

3.1 The Customer acknowledges and accepts that AllCity 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 AllCity 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 AllCity in respect of the Services.

3.2 If such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of AllCity; the Customer:

(a) shall not be entitled to treat this Contract as repudiated nor render it invalid; but

(b) shall not be responsible for any additional costs incurred by AllCity arising from the error or omission.

4. Change in Control

4.1 The Customer shall give AllCity 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 AllCity as a result of the Customer’s failure to comply with this clause.

5. Distribution of the Goods via an Approved Reseller

5.1 The Customer acknowledges and agrees that until they are authorised as a distributor by AllCity, (and hereinafter the Customer shall be referred to as “Reseller” for the purposes of this clause) the Reseller shall not be able to sell the Goods on as a Reseller for AllCity or represent to any third parties that the Reseller is in any way acting for AllCity. AllCity shall not accept responsibility or agree to be bound in any way by any contracts with third parties to whom the Reseller is a party.

5.2 At AllCity’s sole discretion the Reseller acknowledges and agrees that only approved Resellers shall have the authority to accept internet orders via their respective website and/or any alternative online auction sites.

5.3 Orders from a Reseller are accepted on the basis that:

(a) unless otherwise agreed by prior approval between AllCity and the Reseller, the Goods may only be resold to consumers at retail level and may not be sold at wholesale level or to any other trader that is known or is suspected to be purchasing for resale;

(b) Goods are to be:

(i) sold for retail or displayed for sale at only the nominated locations advised by the Reseller to AllCity; and

(ii) displayed, presented and marketed in the manner that is in the best interest of the brand name.

(c) the sale of Goods by mail order, internet or any other method outside of the traditional display and sell at the approved location is prohibited without prior written consent of AllCity.

5.4 Any default of clauses 5.1-5.3 may at AllCity’s sole discretion be subject to immediate and permanent closure of account facilities, with any account balances payable immediately on demand.

5.5 AllCity has sole discretion on which brands or Goods are made available to any approved Reseller and AllCity does not guarantee continuing supply of any specific brand or Goods.

6. Online Ordering

6.1 The Customer acknowledges and agrees that:

(a) AllCity does not guarantee the website’s performance;

(b) display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by AllCity;

(d) there are inherent hazards in electronic distribution, and as such AllCity cannot warrant against delays or errors in transmitting data between the Customer and AllCity including orders, and you agree that to the maximum extent permitted by law, AllCity will not be liable for any losses which the Customer suffers as a result of online-ordering not being available or for delays or errors in transmitting orders;

(e) when making a transaction through the website, the Customer’s information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by AllCity and/or displayed on the website. The encryption process ensures that the Customer’s information cannot be read by or altered by outside influences; and

(f) if the Customer is not the cardholder for any credit card being used to pay for the Goods, AllCity shall be entitled to reasonably assume that the Customer has received permission from the cardholder for use of the credit card for the transaction.

6.2 AllCity reserves the right to terminate the Customer’s order if it learns that you have provided false or misleading information, interfered with other users or the administration of AllCity’s business, or violated these terms and conditions.

7. Price and Payment

7.1 At AllCity’s sole discretion, the Price shall be either:

(a) as indicated on any invoice provided by AllCity to the Customer; or

(b) the Price as at the date of Delivery of the Goods according to AllCity’s current price list; or

(c) AllCity’s quoted Price (subject to clause 7.2) which will be valid for the period stated in the quotation or otherwise for a period of twenty (20) days.

7.2 AllCity reserves the right to change the Price:

(a) if a variation to the Goods which are to supplied is requested; or

(b) if during the course of the Services, the Goods cease to be available from AllCity’s third-party suppliers, then AllCity reserves the right to provide alternative Goods, subject to prior confirmation and agreement of both parties; or

(c) in the event of increases to AllCity in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond AllCity’s control.

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

7.4 At AllCity’s sole discretion, a reasonable deposit may be required.

7.5 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by AllCity, which may be:

(a) on or before Delivery of the Goods;

(b) by way of instalments/progress payments in accordance with AllCity’s payment schedule;

(c) for certain 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;

(d) the date specified on any invoice or other form as being the date for payment; or

(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by AllCity.

7.6 Payment may be made by electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and AllCity.

7.7 AllCity may in its discretion allocate any payment received from the Customer towards any invoice that AllCity determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer AllCity may re-allocate any payments previously received and allocated. In the absence of any payment allocation by AllCity, payment will be deemed to be allocated in such manner as preserves the maximum value of AllCity’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

7.8 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 AllCity nor to withhold payment of any invoice because part of that invoice is in dispute.

7.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to AllCity an amount equal to any GST AllCity must pay for any supply by AllCity under this or any other contract for the sale of the Goods. The Customer must pay GST, 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.

8. Delivery of Goods

8.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that AllCity (or AllCity’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

8.2 The cost of Delivery is either included in the Price or is in addition to the Price as agreed between the parties.

8.3 AllCity 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.

8.4 Any time specified by AllCity for Delivery of the Goods is an estimate only and AllCity will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late. However both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that AllCity is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then AllCity shall be entitled to charge a reasonable fee for redelivery and/or storage.

9. Risk

9.1 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.

9.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, AllCity is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by AllCity is sufficient evidence of AllCity’s rights to receive the insurance proceeds without the need for any person dealing with AllCity to make further enquiries.

9.3 If the Customer requests AllCity to leave Goods outside AllCity’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.

9.4 AllCity shall be entitled to rely on the accuracy of any 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, AllCity accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate specifications or other information.

9.5 The Customer acknowledges and accepts that:

(a) all descriptive specifications or other information stated in AllCity’s fact sheets, Price lists or advertising material are indicative only and that they have not relied on such information; and

(b) while AllCity may have provided information or figures to the Customer regarding the performance of the Goods, the Customer acknowledges that AllCity has given these in good faith and are estimates based on industry prescribed estimates.

10. Title

10.1 AllCity and the Customer agree that ownership of the Goods shall not pass until:

(a) the Customer has paid AllCity all amounts owing to AllCity; and

(b) the Customer has met all of its other obligations to AllCity.

10.2 Receipt by AllCity 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.

10.3 It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 10.1:

(a) the Customer is only a bailee of the Goods and must return the Goods to AllCity on request;

(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for AllCity and must pay to AllCity 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 AllCity and must pay or deliver the proceeds to AllCity 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 AllCity and must sell, dispose of or return the resulting product to AllCity as it so directs;

(e) the Customer irrevocably authorises AllCity to enter any premises where AllCity believes the Goods are kept and recover possession of the Goods;

(f) AllCity 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 AllCity; and

(h) AllCity may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

11. Personal Property Securities Act 1999 (“PPSA”)

11.1 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:

(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and

(b) a security interest is taken in all Goods that have previously been supplied and that will be supplied in the future by AllCity to the Customer, and the proceeds from such Goods as listed by AllCity to the Customer in invoices rendered from time to time.

11.2 The Customer undertakes to:

(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which AllCity may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b) indemnify, and upon demand reimburse, AllCity for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of AllCity; and

(d) immediately advise AllCity of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

11.3 Unless otherwise agreed to in writing by AllCity, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

11.4 The Customer shall unconditionally ratify any actions taken by AllCity under clauses 11.1 to 11.3.

11.5 Subject to any express provisions to the contrary (including those contained in this clause 11), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

12. Security and Charge

12.1 In consideration of AllCity agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, and the Customer grants a security interest in all of its present and after-acquired property, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.

12.2 The Customer indemnifies AllCity from and against all AllCity’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising AllCity’s rights under this clause.

12.3 The Customer irrevocably appoints AllCity and each director of AllCity as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer’s behalf.

13. Defects and Returns

13.1 The Customer shall inspect the Goods on Delivery and shall within forty-eight (48) hours of Delivery (time being of the essence) notify AllCity of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford AllCity 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 fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which AllCity has agreed in writing that the Customer is entitled to reject, AllCity’s liability is limited to either (at AllCity’s discretion) replacing the Goods or repairing the Goods.

13.2 Goods will not be accepted for return other than in accordance with 13.1 above, and provided that:

(a) AllCity has agreed in writing to accept the return of the Goods; and

(b) the Goods are returned at the Customer’s cost within fourteen (14) days of the Delivery date; 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.

13.3 If AllCity accepts that the Customer is entitled to reject the Goods following their return pursuant to clause 13.2(b) AllCity will reimburse the Customer’s actual and reasonable costs of return Delivery.

13.4 AllCity may (in its discretion) accept the return of non-defective Goods for credit but this may incur a handling fee of twenty percent (20%) of the value of the returned Goods plus any freight.

13.5 The Customer acknowledges and accepts that AllCity reserves the right not to process any refunds for any “change of mind” purchases.

14. Warranty

14.1 For Goods not manufactured by AllCity, the warranty shall be the current warranty provided by the manufacturer of the Goods. AllCity 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.

14.2 To the extent permitted by statute, no warranty is given by AllCity as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. AllCity shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

15. Consumer Guarantees Act 1993 and the Fair Trading Act 1986

15.1 If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by AllCity to the Customer.

15.2 AllCity agrees to abide by the provisions of the Fair Trading Act 1986 (“FTA”).

16. Intellectual Property

16.1 Where AllCity has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of AllCity. Under no circumstances may such designs, drawings and documents be used without the express written approval of AllCity.

17. Default and Consequences of Default

17.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at AllCity’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

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

17.3 Further to any other rights or remedies AllCity may have under this Contract, if a Customer has made payment to AllCity, 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 AllCity under this clause 17 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.

17.4 Without prejudice to AllCity’s other remedies at law AllCity shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to AllCity shall, whether or not due for payment, become immediately payable if:

(a) any money payable to AllCity becomes overdue, or in AllCity’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 AllCity;

(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.

18. Cancellation

18.1 Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those relating to payment) under these terms and conditions the other party may suspend or terminate the supply of Services or purchase of Goods to the other party. Neither party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause.

18.2 If AllCity, due to reasons beyond AllCity’s reasonable control, is unable to deliver any Goods and/or Services to the Customer, AllCity may cancel any Contract to which these terms and conditions apply or cancel Delivery of Goods and/or Services at any time before the Goods and/or Services are delivered by giving written notice to the Customer. On giving such notice AllCity shall repay to the Customer any money paid by the Customer for the Goods and/or Services. AllCity shall not be liable for any loss or damage whatsoever arising from such cancellation.

18.3 The Customer may cancel Delivery of the Goods and/or Services by written notice served within forty-eight (48) hours of placement of the order. Failure by the Customer to otherwise accept Delivery of the Goods and/or Services shall place the Customer in breach of this Contract.

19. Privacy Policy

19.1 All emails, documents, images or other recorded information held or used by AllCity is “Personal Information” as defined and referred to in clause 19.3 and therefore considered confidential. AllCity acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines as set out in the Act. AllCity acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer’s Personal Information, held by AllCity that may result in serious harm to the Customer, AllCity will notify the Customer in accordance with the Act. Any release of such Personal Information must be in accordance with the Act and must be approved by the Customer by written consent, unless subject to an operation of law.

19.2 Notwithstanding clause 19.1, privacy limitations will extend to AllCity in respect of Cookies where the Customer utilises AllCity’s website to make enquiries. AllCity agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer’s:

(a) IP address, browser, email client type and other similar details;

(b) tracking website usage and traffic; and

(c) reports are available to AllCity when AllCity sends an email to the Customer, so AllCity may collect and review that information (“collectively Personal Information”).

If the Customer consents to AllCity’s use of Cookies on AllCity’s website and later wishes to withdraw that consent, the Customer may manage and control AllCity’s privacy controls via the Customer’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

19.3 The Customer authorises AllCity or AllCity’s agent to:

(a) access, collect, retain and use any information about the Customer;

(i) including, 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 or any overdue fines balance information held by the Ministry of Justice for the purpose of assessing the Customer’s creditworthiness; or

(ii) for the purpose of marketing products and services to the Customer.

(b) disclose information about the Customer, whether collected by AllCity from the Customer directly or obtained by AllCity from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.

19.4 Where the Customer is an individual the authorities under clause 19.3 are authorities or consents for the purposes of the Privacy Act 2020.

19.5 The Customer shall have the right to request (by e-mail) from AllCity, a copy of the Personal Information about the Customer retained by AllCity and the right to request that AllCity correct any incorrect Personal Information.

19.6 AllCity will destroy Personal Information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.

19.7 The Customer can make a privacy complaint by contacting AllCity via e-mail. AllCity will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.

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;

(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. Trusts

21.1 If the Customer at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust or as an agent for a trust (“Trust”) then whether or not AllCity may have notice of the Trust, the Customer covenants with AllCity as follows:

(a) the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust, the trustees and the trust fund;

(b) the Customer has full and complete power and authority under the Trust or from the Trustees of the Trust as the case may be to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust, the trustees and the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;

(c) the Customer will not during the term of the Contract without consent in writing of AllCity (AllCity will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:

(i) the removal, replacement or retirement of the Customer as trustee of the Trust;

(ii) any alteration to or variation of the terms of the Trust;

(iii) any advancement or distribution of capital of the Trust; or

(iv) any resettlement of the trust fund or trust property.

22. General

22.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.

22.2 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.

22.3 These terms and conditions and any Contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Auckland Courts of New Zealand.

22.4 Subject to the CGA, the liability of AllCity and the Customer under this Contract shall be limited to the Price.

22.5 AllCity may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent provided the assignment does not cause detriment to the Customer.

22.6 The Customer cannot licence or assign without the written approval of AllCity.

22.7 AllCity 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 AllCity’s sub-contractors without the authority of AllCity.

22.8 The Customer agrees that AllCity 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 AllCity to provide Goods and/or Services to the Customer.

22.9 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. This clause does not apply to a failure by the Customer to make any payment due to AllCity, following cessation of a Force Majeure.

Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do

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