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Terms and Conditions

Introduction

Thank you for choosing Ready Box Limited. We are a New Zealand based company that believes in transparency and honesty in business.  We have done our very best to keep the legal jargon to a minimum in the below terms and conditions, so it’s easy to read and understand.
In these terms of trade:

  • “We” means Ready Box Limited
  • “Vendor” means Ready Box Limited
  • “Us” means Ready Box Limited
  • “Our” means Ready Box Limited
  •  “Our’s” means Ready Box Limited
  • “Terms” means these Terms and Conditions of Trade;
  • “Services” means services supplied by Ready Box Limited to the Customer at any time;
  • “PPSA” means the Personal Property Securities Act 1999;
  • “Order” or “Orders” means any order or orders of the Customer to Ready Box Limited to supply Goods and/or Services;
  • “Guarantor” means any party executing a Guarantee of the Customer’s Account with Ready Box Limited;
  • “Goods” means goods supplied by Ready Box Limited to the Customer at any time;
  • “ Force Majeure”  means any act or event beyond the reasonable control or foresight of the New Zealand Dispute Resolution Centre including without limitation any industrial disputes, strikes, go-slow, failures of any utility service or provider, act of God, war, riot, civil commotion, compliance with law, change in law, breakdown of plant or machinery, fire, explosion, flood, storm, earthquake, default of any supplier or subcontractor acting independently of the New Zealand Dispute Resolution Centre, terrorism and any similar or analogous event or act
  •  “Customer” means the person or entity signing an Application for Credit or making an Order and any person acting with ostensible authority on behalf of the party named as the Customer;
  • “Account” means the Customer’s account with Ready Box Limited;
1. ACCEPTANCE

a)     Each Order will constitute acceptance by the Customer of these Terms.

2. PRICES

a)     Prices are subject to change without notice.  Unless otherwise specified all Orders will be charged at prices prevailing at the date of delivery of the Goods and/or Services.
b)     Ready Box Limited is not GST registered.
c)     Product prices displayed at the Checkout include GST. All product prices displayed on the Final Purchase Approval page include shipping, packaging & handling charges.

3. DELIVERY

a)     Where an Order makes provision for delivery then delivery will take place at the place stated in the Order.  If no place is indicated, then delivery will be made at the physical address of the Customer set out in the Order or Application for Credit.
b)     If the Customer is not able to accept or take delivery of the Goods or accept provision of the Services as scheduled the Customer will be responsible for all additional charges caused thereby.
c)     Delivery of Goods by Us to a carrier is deemed to be delivery to the Customer.
d)     The Customer must notify Us in writing within two working days of delivery of any shortfall in Goods supplied, time being of the essence.

4. TERMS OF WEBSITE ACCESS

a)     These terms of access apply to the use of this website.  By using this website and purchasing goods from Us, you acknowledge that you are bound by the following “Terms of Website Access” as well as Our “Terms and Conditions of Trade” as set out below.

5. WEBSITE CHANGES

a)     Information on this website may change at any time, including these terms and conditions. By continuing to use this website after any changes have been made, you acknowledge that you will continue to be bound by these terms.

6. ERRORS OR OMISSIONS

a)     Clerical errors or omissions, whether in computation or otherwise in the quotation, acknowledgement or invoice will be subject to correction.

7. SITE ACESS

a)     This online website may be unavailable due to reasons beyond our control. Where possible We will try to give Our visitors advance warning of any maintenance issues but shall not be obliged to do so

b)     We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. Websites do encounter downtime due to server and, other technical issues. We will not be liable if this website is unavailable at any time.

8. DISCLAIMER

a)     While every effort is made to keep the information on this website current, prices and product availability are subject to change and We will advise you upon placement of your order if changes have been made during the time since the Site was last updated and your order is posted. You can then either agree to still purchase the products, or alternatively We will refund the money you have paid.

b)     Failure by Us to enforce any of the terms and conditions contained in these Terms will not be deemed to be a waiver of any of the rights or obligations We have under these Terms.

9. PRODUCTS

a)     We reserve the right to change the content and/or the specifications and pricing of Our products without prior warning. We continue to look for improved and more competitive items for Our kits. The images of the kits and their contents will usually be correct but if a product is changed there may be a time delay in the updating of the relevant information.
b)     We will always endeavour to replace items with at least the same quality and functionality to bring you the best kits We can at a sensible price. It may be necessary to add completely new items and remove others to ensure our product remains the best on the market.
c)     Due to stock availability, We reserve the right to exchange any item for one of equal or better quality or with the substitute item specified under each product in the content list.

10. PRODUCT AVAILABILITY

a)     We will make every effort to fulfil orders placed using this online service, but We do not guarantee that the products advertised will always be in stock. We will endeavor to inform you as soon as practicable should this occur

11. QUOTATIONS:

a)     Unless otherwise specified, where a written quotation is given by Us for the supply of Goods and Services:
b)     The quotation will be valid for thirty (30) days from the date of issue;
c)     We reserve the right to alter the quotation because:
d)     the Customer requests variations to the supply of Goods and Services; and/or of circumstances beyond Our control.
e)     Unless expressly included in any quotation or Order, Goods and Services Tax and other taxes and duties assessed or levies in connection with the supply of the Goods and Services to the Customer are not included in the price and will be the responsibility of the Customer or, where the payment of such taxes or duties is the responsibility of Us at law, the price will be increased by the amount of such taxes or duties.

12. GENERAL ADVICE

a)     The information on this website is not advice. We will try to ensure that any information is accurate and up to date, but We do not guarantee that the information We provide is reliable, accurate, or suitable for what you may want to use it for.  You should seek professional advice before acting on any of the information.

13. WEBSITE SECURITY

a)     For all Our credit card transactions We use a specialist company that is a “Paymark Certified” solutions provider to process credit cards; all credit card processing is fully encrypted. Immediately prior to entering your credit card details you will be directed to a secure site. To check if you are on a secure site:
b)     For Netscape users: Netscape will display a lock in the lower left of the browser window.
c)     For Internet Explorer users: Internet Explorer will display a lock icon on the status bar.
d)     For AOL users: AOL will display a lock in the lower right hand corner of the browser window.
e)     Any information is passed through a secure server using encryption technology. All stored customer information is protected with secure passwords, user log-ons and other security procedures.

14. ONLINE ORDERING

a)     You must supply an email address, as this is the form of communication used to confirm your order and account information.
b)     Use of the online ordering service implies full acceptance of these terms and conditions.  Our online ordering service is an automated order processing system.  We will make every effort to fulfil orders placed using this online service but We do not guarantee that the products advertised will always be in stock.  We will advise you as soon as possible if any order cannot be filled. We will make every effort to ensure the product descriptions and prices shown on the online ordering service are accurate and up-to-date.  However, We reserve the right to adjust the actual price charged if the prices shown are incorrect, and to vary Our prices and product descriptions at any time and without notice.
c)     We charge for delivery as stated for each purchase.  We may amend delivery charges from time to time at Our discretion.

15. DELIVERY INFORMATION

a)     We aim for delivery of orders nationwide in around 7-14 business days. Delivery targets are a guide only and We do not guarantee that your order will be delivered within these delivery targets. We make every effort to package all your orders carefully. Should your order be damaged on arrival, please do contact Us promptly so We can look to remedy the situation.
b)     Due to courier schedule, delivery to remote areas may take longer.
c)     Delivery fees are variable depending on what you buy and where you are located.
d)     If you order extra food this may arrive separately and may come from a different courier company. The delivery time is usually 7-14 business days on extra food.
e)     All orders are carefully packed. Should your order be damaged on arrival, please contact Us immediately.
f)      If you are not in a position to accept or take delivery of the Goods as scheduled then you will be responsible for all additional charges thereby.
g)     Delivery of Goods by Us to a carrier is deemed to be delivery to the Customer.
h)     You must notify Us in writing within two working days of delivery of any shortfall in Goods supplied.
i)      Upon Us delivering Goods the Customer will ensure adequate safe storage facilities are provided for protection against theft and damage of any Goods, equipment or other items belonging to Us at no cost to Us.
j)      If We consent to the export of the Goods the Customer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined.
k)     All orders will be delivered by courier. Different products may have different delivery times depending on product availability and delivery delays. If your order is not delivered within the time quoted, please contact Us with your order details, and We will do our best to give you a reason for any delay.

16. TIME OF PERFORMANCES

a)     Time will in no case be of the essence in respect of the delivery of Goods or the provision of Services.  We will not be responsible for any delay in the delivery of Goods or the provision of Services and the Customer will not be entitled to cancel orders because of any such delay.  Dates for delivery of Goods and provision of Services are given in good faith and are not to be treated as a condition of sale or purchase.
b)     To source and pack a Ready Box kit can take 3-7 business days from the receipt of your order but may take longer in special circumstances or in circumstances beyond our control. If there is a delay in ordering in the items, We will notify you and provide you a reason for the delay and a new timeframe.
c)     In rare circumstances We may not have all items in stock. We will order from Our wholesalers/distributors and this usually takes 2-3 days. Once all stock has arrived, We will pack the items and courier to you in 3-7 business days.

17. BACKORDERS

a)     A national emergency can result in high volumes of orders. If We sell out of stock you can place your Ready Box on backorder and We will do our best to get your items sent to you as soon as We can. We will be in contact with you throughout the process, to ensure you are aware of the status of your order. If We are unable to complete your order, We will provide full refund.

18. CANCELLATION

a)     The Customer will not be entitled to cancel an Order or return Goods other than as allowed pursuant to these Terms.
b)     You acknowledge that We will incur obligations and costs once you place an order with Us. Therefore, you may not cancel or vary an order once it has been placed with Us unless of course We advise you that delivery cannot be made due to circumstances beyond our reasonable control. Please order carefully as once an order has been placed you cannot cancel it, Refunds are available in special circumstances (refer to Consumer Guarantees Act), any refunds are at Our discretion, refunds are not available for a change of mind.
c)     Items must be returned in the original condition and packaging in which they were received. The goods are your responsibility until they reach Our warehouse. Please ensure you package them for return to prevent damage to the items or boxes. We recommend you use a courier that insures you for the value of the goods you are returning. We are not responsible for any items that are returned to Us in error. We would also need to retract any costs We incurred to provide you the product including but not limited to delivery charges, credit card transaction fees and advertising costs which We think is more than fair. Hygiene items such as face masks or personal hygiene items are non-returnable.
d)     Please contact before the item is returned so as We can inform you of where to send the item and make arrangements for refund/credit or replacement.

19. RETURNS POLICY

a)     We do our best to provide the quality service and products every time. We use products in Our kits that We believe will fulfil the purpose that they were intended for. We believe you will be satisfied by the value and quality of Our products.
b)     We will either give you a replacement product or refund the purchase price you have paid for the product (excluding any delivery charges you have paid) under the following circumstances subject to the “20. Return Conditions” below.
c)     If products are damaged in the delivery process you must immediately advise the delivery organisation and Us that the goods are damaged. On receipt of the damaged goods by Us, We will either give you a full refund or replace the products, providing the “20. Return Conditions” are met.
d)     If the products are faulty on arrival, contact Us immediately to arrange return of the faulty item. We will do everything possible to see that the manufacturer fixes or replaces the product to your satisfaction, in most cases We expect to do an immediate replacement.
e)     We are so confident in the quality of Our kits that, as a customer of Ours, you can be assured that We will happily refund or exchange goods that you are not happy with, providing the “20. Return Conditions” are met.
f)      We reserve the right to make our own judgement on whether a refund or return claim is valid.

20. RETURN CONDITIONS

a)     Where agreed, items can only be returned if they were unopened, unused and in its original condition.
b)     Items must be sent back to Us within 7 days of receipt.
c)     You are responsible for the cost and secure return of the products. You should insure items you return. We cannot be responsible for lost or damaged returns.
d)     Return freight to be covered by customer.
e)     Should you not be a satisfied customer inform Us immediately, so We can put things right. We will always do our best to ensure you are satisfied.

21. WEIGHTS VOLUMES AND MEASURES

a)     Any quoted measurements, volumes and weight etc are believed to be correct. Slight discrepancies may be possible, and We cannot be held responsible for such minor discrepancies.
b)     Dimensions and specifications contained or referred to in any Order, catalogues, brochures or other publications maintained or issued by the Us are estimates only.
c)     Unless otherwise expressly agreed in writing, it is not a condition of these Terms or any Order that the Goods and Services will correspond precisely with any dimensions and specifications recorded in an Order and customary tolerances or in the absence of customary tolerances, reasonable tolerances will be allowed.

22. RISK

a)     From the time of dispatch to the Customer by Us, risk in all Goods supplied will pass to the Customer and any loss, damage or deterioration to the Goods will be borne by the Customer.  The Customer will notwithstanding any loss, damage or deterioration to the Goods remain liable to pay for the Goods.

23. OWNERSHIP

a)     We will retain ownership of all Goods supplied until it receives payment in full of all amounts owing by the Customer for all Orders.
b)     If any of the Goods are attached, fixed or incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods will be and remain with Us until payment is made.  Our Security Interest in the Goods will continue in the terms of section 82 of the PPSA.
c)     We will have a right to stop and retrieve the Goods in transit whether or not ownership has passed.
d)     Until payment is made by the Customer, the Customer agrees:
e)     To enable the Goods to be readily identifiable as the property of Ours;
f)      To hold the goods as trustee for US and will deal with the Goods as agent for and on behalf of Us (but will not hold the Customer out as an agent of Ours to any third parties);
g)     That if the goods are re-sold, the proceeds of the resale will belong to Us and the Customer will keep the proceeds of the sale in a separate account for which separate records are kept.

24. EXPORT PROHIBITION

a)     The Goods provided pursuant to these Terms are sold for use in New Zealand only and are not to be exported elsewhere, directly or indirectly, without the prior written consent of Us.
b)     In the event that We consent to the export of the Goods the Customer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined.

25. RECOVERY OF GOODS

a)     In the event of non-payment or if payment of the Customer’s Account is overdue, or payment reversal We will be entitled without prejudice to any other right it has at law or in equity to enter the place where the Goods are stored whether at the Customer’s premises or property or the premises or property of a third party for the purpose of recovering and taking possession of any Goods supplied.
b)     The Customer warrants to Us that where the Goods are stored on the premises or property of a third party the Customer is acting as agent for the third party and has the full authority of the third party to authorise entry on to the premises or property of the third party for the purpose of recovering the Goods supplied without releasing the Customer from liability.
c)     We will not be responsible for any damage reasonably caused in the course of removal of Goods supplied whether such Goods are in the possession of the Customer or a third party, and the Customer indemnifies Us to the full extent in respect of damage caused in the course of removal from the property of a third party.
d)     We may resell any Goods seized pursuant to this clause and apply the proceeds towards payment of the Customer’s debt to Us.  Any shortfall will remain the liability of the Customer.  The Customer indemnifies Us for all costs and expenses including legal costs as between solicitor and client which We may incur in recovering the Goods and any monies owed to it.

26. WARRANTIES

a)     Unless specified in writing, We give no warranty express or implied as to the quality, description or fitness for any particular purpose of the Goods and Services. Where applicable, manufacturer’s warranties will attach to the Goods. Where the Customer is a consumer within the meaning of the Consumer Guarantees Act 1993 the Customer will have all the rights and remedies provided under that Act but no others.
b)     Where Goods supplied are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order (other than as to quantum), We will at Our discretion replace or repair any faulty Goods, or pay the cost of replacing them, but only if a claim is made by the Customer in writing within 7 days of delivery of the Goods, time being of the essence and providing the “20. Return Conditions” are met.

27. COMPLIANCE

a)     The Customer will be solely responsible for obtaining any necessary permits under and in compliance with all legislation, regulations, by-laws or rules having the force of law in connection with the installation operation and provision of the Goods and Services.

28. WEBSITE CONTENT AND PRODUCT LIABILITY

a)     We provide smart emergency survival systems and associated products to help people in emergencies. Under these circumstances, the performance of the products cannot be unconditionally guaranteed.  Neither seller nor the manufacturer shall be liable for any injury, loss or damage resulting from use of these kits or products. Before using, the user should determine the suitability of the product and should only use it if satisfied that it is safe to do so under the circumstances.
b)     You use the information, services, products and materials available from this Site at your sole risk. In no circumstances will We be liable to you – whether in contract or tort or under any other legal principle – for any direct, indirect, special, repetitive, incidental, exemplary, or consequential damages, or any damages whatsoever arising out of or in connection with your use, inability to use, or performance of the information, services, products and materials available from this Site.
c)     Children must be supervised at all times when handling any of our kits or products. Be warned that there are items in the kits that may be unsuitable for children to handle or have access to. The purchaser should thoroughly check the contents of any kit and either remove any items they consider unsuitable or unsafe or ensure children cannot access the contents.
d)     The Sale of Goods Act 1908, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Us which cannot by law (or which can only to a limited extent by law) be excluded or modified.  In respect of any such implied warranties, conditions or terms imposed on Us, Our liability will, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

29. INTELLECTUAL PROPERTY AND OTHER RIGHTS

a)     Names, logos, designs, titles, words or phrases on Our pages and marketing materials may constitute trademarks, service marks, or trade names and are protected by law. We hold all copyright and other intellectual property rights in this website, including graphics, text and content. You may use the information on this website and reproduce it (electronically or in hard copy) for your personal use only. In all other circumstances, you must get written permission from Us before you use, send or reproduce any of the information on this website.

30. TRADEMARKS

a)     All trademarks, service marks and trade names used on this Site (collectively “the Marks”) are either proprietary to Us or the owners of these Marks have granted Us the right to use such Marks on this Site.

31. GOVERNING LAW AND LOCAL LAWS AND REGULATIONS

a)     This website is governed by the laws of New Zealand. When you access this website, you submit to the exclusive jurisdiction of the New Zealand courts.
b)     By using this website, you confirm that you are not breaching any local laws or regulations existing where you are.  Any information contained on this website does not constitute an offer in any jurisdiction other than New Zealand.
c)     We submit to the exclusive jurisdiction of the courts of New Zealand. The Vienna Convention on the International Sale of Goods does not apply. If you are not located in New Zealand, We will not be liable for any breach of foreign legislation, code or directive as a result of you importing any of the products ordered from Our Site into your country.
d)     These Terms will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction over any dispute in relation to the Goods and Services.

32. HYPERTEXT LINKS

a)     This website may contain hypertext links to other websites that are not operated by Us. These links are provided for your convenience and interest only. We are not responsible for the information contained on any website that you link to from this website.
b)     If you create a hypertext link to this website, you are responsible for all direct and indirect consequences of the link. You must indemnify Us for all loss We suffer in connection with any link you have created.

33. METHOD OF PAYMENT

Credit Card Payments via Stripe NZ.
We also accept Bank Transfer (No Surcharge) – See payment page for details .

All prices are in New Zealand Dollars
You can enjoy no additional fees at the check-out by simply paying by bank transfer.

34. TAXES and DUTIES

a)     Unless expressly included in any quotation or Order, Goods and Services Tax and other taxes and duties assessed or levies in connection with the supply of the Goods and Services to the Customer are not included in the price and will be the responsibility of the Customer or, where the payment of such taxes or duties is the responsibility of Ours at law, the price will be increased by the amount of such taxes or duties.

35. PRODUCT VALUES

a)     Values displayed on Our website and marketing material includes either the RRP that We get from our distributor, or a price found on a competitor’s website at one point in time, including tax and delivery charges. The value is indicative only, subject to change and We do not guarantee the accuracy but will do our best to update this value when We change the products offered. We reserve the right not to display the individual pricing of each product within Our kit, however from time to time We may display some pricing to give you an idea of the value contained within Our kits.

36. FORCE MAJEURE

a)     We will not be responsible for any delay or failure to comply with Our obligations under these terms of sale if the delay or failure arises from any cause, which was beyond our reasonable control. This does not affect any of your statutory rights
b)     Neither We nor the Customer will be liable to the other for any breach of these Terms by any extraordinary occurrences which are beyond the reasonable control of the party in question.

37. DISPUTES

a)     In the event of any dispute arising between Us and the Customer, such dispute will in the first instance be referred to mediation for resolution.
b)     In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute.
c)     Nothing in this clause prevents Us from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.

38. ASSIGNMENT

a)     The Customer will not assign all or any of its rights or obligations or any debt (or part thereof) under these Terms without Our written consent.
b)     We may also assign or sub-contract any part of the provision of the Goods and Services which is to be performed under any contract.
c)     In respect of any assignment by Us pursuant to this clause, the Assignee will be entitled to the full rights of Us, the Vendor.

39. VALIDITY

a)     If any provision of these Terms is invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.

40. ENTIRE AGREEMENT

a)     These Terms constitute the entire agreement and supersede and extinguish all prior agreements and understandings between Us and the Customer.

41. PERSONAL PROPERTY SECURITIES ACT 1999

b)     The Customer acknowledges that these Terms constitute a security agreement, which creates a security interest in favour of Us in all Goods previously supplied by Us to the Customer (if any).
c)     The Customer acknowledges and agrees that by making an Order the Customer grants a security interest to Us in all Goods supplied by Us to the Customer pursuant to that Order and any subsequent supplies of Goods to the Customer not withstanding anything express or implied to the contrary contained in the Customer’s purchase order and that such security interest may be a Purchase Money Security Interest as defined in the PPSA.
d)     The Customer grants to Us a Security Interest in all of the Customer’s present and after-acquired property that We have performed services on or to or in which goods or materials supplied or financed by Us have been attached or incorporated.

The Customer undertakes:

e)     to sign any further documents and/or provide any further information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) which We may reasonably require to enable registration of financing statements or financing change statements on the Personal Property Securities Register (“PPSR”);
f)      not to register a financing change statement as defined in section 135 of the PPSA or make a demand to alter a financing statement pursuant to section 162 of the PPSA in respect of the Goods without the prior written consent of Ours;
g)     to give Us not less than 14 days’ prior written notice of any proposed change in the Customer’s name and/or any other changes in the Customer’s details (including but not limited to changes in the Customer’s address, email address; trading name or business practice);
h)     to pay all costs incurred by Us in registering and maintaining any financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce any security interest created by these Terms including executing subordination agreements;
i)      to be responsible for the full costs incurred by Us (including actual legal fees and disbursements on a solicitor/client basis) in obtaining an order pursuant to section 167 of the PPSA; and
j)      to waive any rights it may have under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
k)     Pursuant to section 148 of the PPSA, unless otherwise agreed to in writing by Us, the Customer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.
l)      To the maximum extent permitted by law, the Customer waives its rights and, with Our agreement, contracts out of its rights under sections referred to in sections 107(2), 8(e) and (g) to (l) of the PPSA.
m)   The Customer agrees that nothing in section 113, 114(1)(a), 117(1)(c), 133 and 134 of the PPSA will apply to these Terms, and, with Our agreement, contracts out of such sections.
n)     The Customer and Us agree that section 109(1) of the PPSA is contracted out of in respect of particular Goods if and only for as long as the We are not the secured party with priority over all other secured parties in respect of those Goods and Services.
o)     The Customer agrees that immediately on request by Us the Customer will procure from any third parties such agreement and waivers as We may at any time require to protect Our security position.

42. EVENTS OF DEFAULT

a)     All payments will become immediately due to Us and We may at its option suspend or terminate these Terms and/or exercise any of the remedies available to it under these Terms in the event that:
b)     a receiver is appointed over any of the assets or undertaking of the Customer;
c)     an application for the appointment of a liquidator is filed against the Customer which remains unsatisfied for a period of 10 days, or any of the conditions necessary to render the Customer liable to have a liquidator exist, or a liquidator is appointed;
d)     the Customer goes into voluntary liquidation, amalgamates with another company or acquires its own shares in accordance with the Companies Act 1993;
e)     the Customer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme with its creditors; or
f)      the Customer becomes insolvent within the meaning of the Insolvency Act 2006 or is, becomes, or is presumed to be unable to pay its debts as they fall due as defined in section 287 of the Companies Act 1993 or commits any act of bankruptcy.

43. AUTHORITY TO SELL GOODS AND SERVICES SUPPLIED

a)     Notwithstanding that title in all Goods and Services is retained by Us, the Customer is authorised to sell the Goods and Services in the ordinary course of business provided that the authority may be removed by written notice if We consider the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations to Us and will be deemed automatically revoked if any of the events in clause (Events of default) occur.

44. SALE OF GOODS AND SERVICES SUPPLIED

a)     Where Goods not already passed to the Customer are sold by the Customer in the ordinary course of business, the book debt created on the sale and the proceeds of sale when received will be held by the Customer for Us in terms of section 45 of the PPSA.
b)     Where any proceeds of sale are placed in the Customer’s bank account the funds in the Customer’s bank account will be deemed to be held on trust for Us to the extent of the proceeds of sale.
c)     Where any payments are made from the Customer’s bank account otherwise than to Us, payment will be deemed to have been made from all other funds in the Customer’s bank account and not from funds held on trust for Us.
d)     The obligation to hold funds in trust imposed by this clause and Our entitlements under the PPSA will continue for so long as the We are unpaid for all Goods and Services supplied to the Customer.

45. SECURITY

a)     Without prejudice to such other rights as We may have pursuant to these Terms, We reserve the right to request from the Customer such security as We may from time to time think desirable to secure to Us all sums due to Us and may refuse to supply further Goods and Services to the Customer until such security is given.

46. GENERAL LIABILITY

a)     Our liability to the Customer will be limited to the value of the Order supplied out of which any such liability arose.
b)     The Sale of Goods Act 1908, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Us which cannot by law (or which can only to a limited extent by law) be excluded or modified.  In respect of any such implied warranties, conditions or terms imposed on Us, Our liability will, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
c)     Except as otherwise provided above We will not be liable for any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by Us to the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by Us to the Customer.
d)     The Customer will indemnify Us against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Us or otherwise, brought by any person in connection with any matter, act, omission, or error by Us Our agents or Our employees in connection with the Goods and Services.

47. NOTICES

a)     All notices required or committed under these Terms are to be served as provided in sections 353, 359, 360 and 361 of the Property Law Act 2007 and section 387 of the Companies Act 1993, or by facsimile, in which case notice is deemed to be given the day after sending.

48. CHANGES OF GENERAL TERMS AND CONDITIONS

a)     We may at any time refuse an order by the Customer or decline to approve any application by the Customer for any reason whatsoever.
b)     Failure by Us to enforce any of the terms and conditions contained in these Terms will not be deemed to be a waiver of any of the rights or obligations We have under these Terms.
c)     We may from time to time by written notice to the Customer amend, add to or repeal the trading conditions covered by these Terms or may substitute any fresh trading conditions and such amendment, addition or substitute trading conditions will be binding on the Customer fourteen days after the date of delivery of the notice.

49. PRIVACY

The Customer irrevocably agrees that:
a)     the personal information provided, obtained and retained by Us about the Customer will be held and used for the provision of Services to the Customer;
b)     We may provide any personal information to any third party and to obtain any information concerning the Customer from any other source;
c)     they must notify Us in writing of any changes in circumstances that may affect the accuracy of the information provided by the Customer to Us. If the customer is a natural person the Customer has the right of access to and correction of any personal information held by Us.
d)     See Our “Privacy Policy” for more details

50. ELECTRONIC COMMUNICATIONS

a)     If the Customer has provided Us with an email address for communication purposes We will fully comply with all requirements under the Unsolicited Electronic Messages Act 2007.

51. OTHER AGREEMENTS

a)     If there is inconsistency between these Terms and any order submitted by the Customer or any other arrangement between Us and Customer, these Terms prevail unless otherwise agreed in writing by the parties.