Terms & Conditions

1. Definitions
1.1 “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.
1.2 “WBL” means Wymer Brothers Limited, its successors and assigns or any person acting on behalf of and with the authority of Wymer Brothers Limited.
1.3 “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting WBL 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.
1.4 “Goods” means all Goods or Services supplied by WBL 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).
1.5 "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.
1.6 “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 ordering from the 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 ordering Goods via the website.
1.7 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between WBL and the Customer in accordance with clause 6 below.

2. Acceptance
2.1 The Customer is taken to have exclusively accepted and is 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 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 WBL and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Goods request exceeds the Customers credit limit and/or the account exceeds the payment terms, WBL reserves the right to refuse Delivery.
2.6 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.
2.7 The Customer acknowledges and accepts that 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, WBL reserves the right to vary the Price with alternative Goods as per clause 6.3. WBL also reserves the right to halt all Services until such time as WBL and the Customer agree to such changes.
2.8 These terms and conditions are meant to be read in conjunction with the Terms and Conditions posted on WBL’s website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
2.9 No representation is given by WBL as to the suitability of the Goods for any purpose, and no responsibility or liability is accepted by WBL in the event that the Customer orders or purchases incorrect Goods or parts.

3. Online Ordering
3.1 The Customer acknowledges and agrees that:
(a) WBL does not guarantee the website’s performance or availability of any of its Goods; and
(b) on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and
(c) there are inherent hazards in electronic distribution and as such WBL cannot warrant against delays or errors in transmitting data between the customer and WBL including orders. The Customer agrees that to the maximum extent permitted by law, WBL 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.
3.2 WBL reserves the right to terminate the Customer’s order in the event that WBL learns that the Customer has provided false or misleading information, interfered with other users or the administration of WBL’s Services, or violated these terms and conditions.
3.3 The Customer specifically acknowledges and accepts that they will be solely liable to WBL for all additional costs incurred by WBL (including WBL’s profit margin) in providing any Goods, Services or variation/s requested by the Customer’s duly authorised representative (subject always to the limitations imposed under clause Error! Reference source not found. (if any)).

4. Errors and Omissions
4.1 The Customer acknowledges and accepts that WBL 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 WBL 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 WBL 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 WBL; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

5. Change in Control
5.1 The Customer shall give WBL 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 WBL as a result of the Customer’s failure to comply with this clause.

6. Price and Payment
6.1 At WBL’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by WBL to the Customer; or
(b) the Price as at the date of Delivery of the Goods according to WBL’s current price list; or
(c) WBL’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 WBL reserves the right to change the Price if a variation to WBL’s quotation is requested. Any variation from the plan of scheduled Services or specifications of the Goods (including, but not limited to, any variation as a result of inability to source parts, fluctuations in currency exchange rates or increases to WBL in the cost of taxes, levies, freight charges, materials and labour) will be charged for on the basis of WBL’s quotation and will be shown as variations on the invoice.
6.3 The Customer shall be required to respond to any variation submitted by WBL within ten (10) working days. Failure to do so will entitle WBL 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.
6.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by WBL, which may be:
(a) by way of instalments/progress payments in accordance with WBL’s payment schedule;
(b) 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;
(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 WBL.
6.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and WBL.
6.6 WBL may in its discretion allocate any payment received from the Customer towards any invoice that WBL determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer WBL may re-allocate any payments previously received and allocated. In the absence of any payment allocation by WBL, payment will be deemed to be allocated in such manner as preserves the maximum value of WBL’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
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 WBL 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 GST. In addition to the Price, the Customer must pay to WBL an amount equal to any GST WBL must pay for any supply by WBL 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.

7. Delivery of Goods
7.1 Delivery (“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 WBL’s address; or
(b) WBL (or WBL’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 WBL’s sole discretion the cost of delivery is in addition to the Price. Where urgent delivery is requested by the Customer, WBL reserves the right to charge the Customer an additional freight surcharge in accordance with clause 6.2.
7.3 Delivery charges shall vary depending on the weight and/or volume of the Goods, the means of conveyance, and the destination.
7.4 The Customer agrees and acknowledges that glass and/or fragile items are shipped at the Customer’s risk.
7.5 Any time specified by WBL 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. WBL 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 WBL shall be entitled to charge a reasonable fee for redelivery and/or storage.
7.6 WBL 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. Risk
8.1 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.
8.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, WBL is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by WBL is sufficient evidence of WBL’s rights to receive the insurance proceeds without the need for any person dealing with WBL to make further enquiries.
8.3 If the Customer requests WBL to leave Goods outside WBL’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.
8.4 The Customer acknowledges that WBL is only responsible for parts that are replaced by WBL and that in the event that other parts/Goods, subsequently fail, the Customer agrees to indemnify WBL against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising.
8.5 WBL shall not be liable for the loss of or damage to the vehicle, its accessories or contents while garaged being serviced or being driven in connection with the work authorised unless caused by the negligence of WBL or WBL’s employees.
8.6 It is the Customer’s responsibility to ensure that the vehicle is insured against all possible damage (including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks) whilst stored on WBL’s premises. The vehicle is at all times stored and repaired at the Customer’s sole risk.
8.7 If WBL has been requested by the Customer to diagnose a fault that requires disassembly and/or testing, all costs involved will be charged to the Customer irrespective of whether or not the repair goes ahead.
8.8 If a vehicle or component is submitted for repair under a warranty or insurance claim, and the claim is declined or payment delayed, the Customer is liable for payment and agrees to pay for any such repair.
8.9 The Customer acknowledges that Goods supplied may exhibit variations of colour and shade. While every effort will be taken by WBL to match colour and shade of products, WBL shall not be liable for any loss, damages or costs howsoever arising resulting from any variation in colour or shading between sale samples or images on WBL’s website, and the final product supplied.
8.10 The Customer further acknowledges and accepts that although second hand Goods/panels supplied by WBL shall be serviceable and fit for the purpose, the condition of such Goods may vary. No guarantee is made by WBL as to the condition of the Goods, and any cosmetic repairs shall be the Customer’s responsibility and at the Customer’s own cost.
8.11 Further to the above clause, it is WBL’s recommendation that all fuel and oil tanks are cleaned thoroughly prior to fitting.

9. Title
9.1 WBL and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid WBL all amounts owing to WBL; and
(b) the Customer has met all of its other obligations to WBL.
9.2 Receipt by WBL 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.
9.3 It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 9.1:
(a) the Customer is only a bailee of the Goods and must return the Goods to WBL on request;
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for WBL and must pay to WBL 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 WBL and must pay or deliver the proceeds to WBL 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 WBL and must sell, dispose of or return the resulting product to WBL as it so directs;
(e) the Customer irrevocably authorises WBL to enter any premises where WBL believes the Goods are kept and recover possession of the Goods;
(f) WBL 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 WBL;
(h) WBL may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

10. Personal Property Securities Act 1999 (“PPSA”)
10.1 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 and/or collateral (account) – being a monetary obligation of the Customer to WBL for Services – that have previously been supplied and that will be supplied in the future by WBL to the Customer.
10.2 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 WBL may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, WBL 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 and/or collateral (account) in favour of a third party without the prior written consent of WBL; and
(d) immediately advise WBL 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.
10.3 WBL and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
10.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
10.5 Unless otherwise agreed to in writing by WBL, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
10.6 The Customer shall unconditionally ratify any actions taken by WBL under clauses 10.1 to 10.5.
10.7 Subject to any express provisions to the contrary (including those contained in this clause 10), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

11. Security and Charge
11.1 In consideration of WBL 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, 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).
11.2 The Customer indemnifies WBL from and against all WBL’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising WBL’s rights under this clause.
11.3 The Customer irrevocably appoints WBL and each director of WBL as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Customer’s behalf.

12. Defects and Returns
12.1 The Customer shall inspect the Goods on Delivery and shall within two (2) days of Delivery (time being of the essence) notify WBL of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford WBL 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 WBL has agreed in writing that the Customer is entitled to reject, WBL’s liability is limited to either (at WBL’s discretion) replacing the Goods or repairing the Goods.
12.2 Goods will not be accepted for return other than in accordance with 12.1 above, and provided that:
(a) WBL has agreed in writing to accept the return of the Goods; and
(b) the Goods are returned at the Customer’s cost within seven (7) days of the Delivery date; and
(c) WBL 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 WBL may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty percent (20%) of the value of the returned Goods plus any freight.
12.4 Returned and/or mis-ordered Goods may (at WBL’s sole discretion), incur restocking and handling fees.
12.5 Non-stocklist items, electrical components, or Goods made, ordered, or procured to the Customer’s specifications are under no circumstances acceptable for credit or return.

13. Warranty
13.1 Subject to the conditions of warranty set out in clause 13.2 WBL warrants that if any defect in any workmanship of WBL becomes apparent and is reported to WBL within:
(a) twelve (12) months of the date of Delivery; and/or
(b) thirty (30) days for second hand parts (time being of the essence) then WBL will either (at WBL’s sole discretion) replace, refund 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 WBL; 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 WBL shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without WBL’s consent.
(c) in respect of all claims WBL 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 For Goods not manufactured by WBL, the warranty shall be the current warranty provided by the manufacturer of the Goods. WBL 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. Consumer Guarantees Act 1993
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 Guarantees Act 1993 do not apply to the supply of Goods by WBL to the Customer.

15. Intellectual Property
15.1 The Customer agrees that WBL may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which WBL has created for the Customer.

16. Default and Consequences of Default
16.1 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 WBL’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.2 If the Customer owes WBL any money the Customer shall indemnify WBL from and against all costs and disbursements incurred by WBL in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, WBL’s collection agency costs, and bank dishonour fees).
16.3 Further to any other rights or remedies WBL may have under this Contract, if a Customer has made payment to WBL, 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 WBL 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.
16.4 Without prejudice to WBL’s other remedies at law WBL shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to WBL shall, whether or not due for payment, become immediately payable if:
(a) any money payable to WBL becomes overdue, or in WBL’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 WBL;
(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. Cancellation
17.1 Without prejudice to any other remedies WBL may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions WBL may suspend or terminate the supply of Goods to the Customer. WBL will not be liable to the Customer for any loss or damage the Customer suffers because WBL has exercised its rights under this clause.
17.2 WBL may cancel 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 WBL shall repay to the Customer any money paid by the Customer for the Goods. WBL shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 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 WBL as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.4 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.

18. Dispute Resolution
18.1 All disputes and differences between the Customer and WBL touching and concerning this agreement shall be referred to arbitration under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with provisions of the Arbitration Act 1996.

19. Privacy Policy
19.1 All emails, documents, images or other recorded information held or used by WBL is Personal Information as defined and referred to in clause 19.3 and therefore considered confidential. WBL acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). WBL acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customers Personal Information, held by WBL that may result in serious harm to the Customer, WBL will notify the Customer in accordance with the Act and/or the GDPR. Any release of such personal information must be in accordance with the Act and the GDPR (where relevant) 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 WBL in respect of Cookies where transactions for purchases/orders transpire directly from WBL’s website. WBL 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 WBL when WBL sends an email to the Customer, so WBL may collect and review that information (“collectively Personal Information”)
In order to enable / disable the collection of Personal Information by way of Cookies, 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 proceeding with a purchase/order via WBL’s website.
19.3 The Customer authorises WBL or WBL’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 WBL from the Customer directly or obtained by WBL 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 1993.
19.5 The Customer shall have the right to request WBL for a copy of the Personal Information about the Customer retained by WBL and the right to request WBL to correct any incorrect Personal Information about the Customer held by WBL.

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. 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 (“Trust”) then whether or not WBL may have notice of the Trust, the Customer covenants with WBL as follows:
(a) the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
(b) the Customer has full and complete power and authority under the Trust 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 or 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 without consent in writing of WBL (WBL 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 property.

22. General
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 New Zealand and are subject to the jurisdiction of the courts of Hamilton.
22.3 WBL 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 WBL of these terms and conditions (alternatively WBL’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
22.4 WBL may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
22.5 The Customer cannot licence or assign without the written approval of WBL.
22.6 WBL 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 WBL’s sub-contractors without the authority of WBL.
22.7 The Customer agrees that WBL 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 WBL to provide Goods to the Customer.
22.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
22.9 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.