Terms of Trade

1. Definitions

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

1.2 “AHL” means Archer House Limited (or otherwise referred to as the “Vendor”), its successors and assigns or any person acting on behalf of and with the authority of Archer House Limited.

1.3 “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting AHL to provide the Goods as specified in any proposal, price, 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 AHL to the Customer supplied by AHL 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 “Cookies” means small files which are stored on a user’s electronic device. They are designed to hold a modest amount of data (including PII) specific to a particular Customer and website and can be accessed either by the web server or the Customer’s electronic device. 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.

1.6 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between AHL 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 any 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 Customer Information Form with AHL and it has been approved with a credit limit established for the account, if required.

2.5 In the event that the supply of Goods request exceeds the Customers credit limit and/or the account exceeds the payment terms, AHL reserves the right to refuse acceptance for new orders or refuse delivery of the Goods.

2.6 In the event that the Goods provided by AHL are the subject of an insurance claim that the Customer has made, then the Customer shall be responsible for the payment of any monies payable to the insurance company and agrees to honour their obligation for payment for such transactions invoiced by AHL and shall ensure payment is made by the due date irrespective of whether the insurance claim is successful.

2.7 Where AHL gives any advice, recommendation, information, assistance or service provided by AHL in relation to Goods supplied is given in good faith and is based on AHL’s own knowledge and experience and shall be accepted without liability on the part of AHL.

2.8 Where AHL provides Earring Stands to a Customer, the Customer acknowledges that only Goods supplied by AHL will be displayed on those Earring Stands.

2.9 AHL does not offer region or area exclusive selling rights to Customers unless previously agreed with AHL.

2.10 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.

2.11 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, AHL reserves the right to substitute comparable Goods and vary the Price as per clause 6.2. In all such cases AHL will notify the Customer in advance of any such substitution, and also reserves the right to place the Customer’s order and/or Services on hold, as per clause 7 until such time as AHL and the Customer agree to such changes.

3. Errors and Omissions

3.1 The Customer acknowledges and accepts that AHL 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 AHL 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 AHL in respect of the Goods.

3.2 In the event 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 AHL; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

3.3 Clerical errors or omissions, whether in computation or otherwise in the quotation, acknowledgement or invoice shall be subject to correction.

4. Authorised Representatives

4.1 The Customer acknowledges that AHL shall (for the duration of the Goods) liaise directly with one (1) authorised representative, and that once introduced as such to AHL, that person shall have the full authority of the Customer to order any Goods, and/or to request any variation thereto on the Customer’s behalf. The Customer accepts that they will be solely liable to AHL for all additional costs incurred by AHL (including AHL’s profit margin) in providing any Goods, or variation/s requested thereto by the Customer’s duly authorised representative.

4.2 If the Customer’s duly authorised representative as per clause 4.1 is to have only limited authority to act on the Customer’s behalf, then the Customer must specifically and clearly advise AHL in writing of the parameters of the limited authority granted to their representative.

4.3 The Customer specifically acknowledges and accepts that they will be solely liable to AHL for all additional costs incurred by AHL (including AHL’s profit margin) in providing any Goods, or variations requested by the Customer’s duly authorised representative (subject always to the limitations imposed under clause 4.2 (if any)).

5. Change in Control

5.1 The Customer shall give AHL 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, contact details, change of directors, change of trustees, or business practice). The Customer shall be liable for any loss incurred by AHL as a result of the Customer’s failure to comply with this clause.

6. Price and Payment

6.1 At AHL’s sole discretion the Price shall be as indicated on invoices provided by AHL to the Customer in respect of Goods performed or Goods supplied.

6.2 AHL reserves the right to change the Price:
(a) if a variation to the Goods which are to be supplied is requested; or
(b) if a variation to the Goods originally scheduled is requested; or
(c) in the event of increases to AHL in the cost of labour or materials (including but, not limited to any variation as a result of fluctuations in currency
exchange rates or increases to AHL in the cost of taxes, levies, freight or insurance charges, or delays in shipment, wholesale supply rates etc)
which are beyond AHL’s control: or
(d) at the sole discretion of AHL, if a prompt payment discount has been incorporated into this agreement.

6.3 Variations will be charged for on the basis of AHL’s Price, and will be detailed in writing, and shown as variations on AHL’s invoice. The Customer shall be required to respond to any variation submitted by AHL within ten (10) working days. Failure to do so will entitle AHL 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 AHL, which may be:
(a) on delivery of the Goods; or
(b) the date specified on any invoice or other form as being the date for payment; or
(c) for certain approved Customers, due twenty (20) days following the end of the month in which an invoice is sent to the Customer’s address or
address for notices; or
(d) the date which is seven (7) days following the date of any invoice given to the Customer by AHL.
6.5 At AHL’s sole discretion a non-refundable deposit may be required.
6.6 Payment may be made by electronic/on-line banking, EFTPOS, PayPal, credit card (a surcharge per transaction may apply) or by any other method
as agreed to between the Customer and AHL.

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

6.8 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 AHL nor to withhold payment of any invoice because part of that invoice is in dispute.

6.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to AHL an amount equal to any GST AHL must pay for any supply by AHL under this or any other agreement 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 the Goods

7.1 At AHL’s sole discretion, delivery of the Goods shall take place when the Goods are supplied to the Customer at the Customer’s nominated address, even if the Customer is not present at the address or when the Customer or the Customer’s nominated carrier takes possession of the Goods at AHL’s address.

7.2 At AHL’s sole discretion the cost of delivery is added to the cost price of the Goods, unless otherwise agreed by AHL.

7.3 Delivery of the Goods to a third-party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this Contract.

7.4 AHL may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

7.5 Any time specified by AHL for delivery of the Goods is an estimate only and AHL will not be liable for any loss or damage incurred by the Customer as a result of delivery being delayed for any reason. However, both parties agree that they shall make every endeavour to enable the Goods to be supplied at the time and place as was arranged between both parties.

8. Dimensions, Plans and Specifications

8.1 AHL shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. The Customer acknowledges and agrees that in the event that any of this information provided by the Customer is inaccurate, AHL accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.

8.2 Where the Customer is to supply AHL with any design specifications the Customer shall be responsible for providing accurate data. AHL shall not be liable whatsoever for any errors in the Goods that are caused by incorrect or inaccurate data being supplied by the Customer.

8.3 In the event the Customer gives information relating to measurements and quantities of Goods required in completing the Goods, it is the Customer’s responsibility to verify the accuracy of the measurements and quantities, before the Customer or AHL places an order based on these measurements and quantities. AHL accepts no responsibility for any loss, damages, or costs however resulting from the Customer’s failure to comply with this clause.

9. Risk

9.1 Notwithstanding the provisions of this clause if the Customer specifically requests AHL to leave Goods outside AHL’s premises for collection or to deliver the Goods to an unattended location then such Goods shall always be left at sole risk of the Customer and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all. In the event that such Goods are lost, damaged or destroyed then replacement of the Goods shall be at the Customer’s expense.

9.2 Extreme instances of weather, temperature or forecast weather, may cause delay to AHL being able to deliver the Goods, AHL accepts no losses,
damages or costs as a result of this instance.

9.3 The Customer acknowledges that Goods supplied may exhibit variations in texture, shade, tone, colour, surface, finish and may fade or change colour over time. Whilst AHL will make every effort to match batches of product supplied to minimise such variations, AHL will not be held liable in any way whatsoever, should such variations occur.

9.4 The Customer acknowledges that all descriptive specifications, illustrations, dimensions and weights stated in AHL’s or the manufacturers fact sheets, price lists or advertising material are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use does not constitute a sale by description and does not form part of the contract, unless expressly stated as such in writing by AHL.

9.5 Where AHL has effected delivery, all risk passes to the Customer as per clause 9.1 and the Customer claims the Goods have been stolen, it shall be the Customer’s responsibility to contact the police, and shall not excuse the Customer from fulfilling their financial obligations under this Contract.

10. On-line Ordering

10.1 The Customer acknowledges and agrees that:
(a) AHL does not guarantee the website’s performance; and
(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 AHL; and
(c) on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and
(d) there are inherent hazards in electronic distribution, and as such AHL cannot warrant against delays or errors in transmitting data between the
Customer and AHL including orders, and you agree that to the maximum extent permitted by law, AHL 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; and
(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. 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, AHL shall be entitled to reasonably assume that the
Customer has received permission from the cardholder for use of the credit card for the transaction.

10.2 AHL 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 AHL’s business, or violated these terms and conditions.

11. Insurance and Liability

11.1 AHL shall have public liability insurance of at least one (1) million dollars, it is the Customer’s responsibility to ensure that they are similarly insured.

11.2 In the event of any breach of this contract by AHL, the remedies of the Customer shall be limited to damages. Under no circumstance shall the liability of AHL exceed the cost of Goods supplied.

11.3 While AHL provides the Goods in good faith and to the best of its ability, AHL is not liable for any costs, damages or loss suffered by the Customer as a result of omissions or inaccuracies in the information provided. The Customer accepts AHL’s Services on the basis that to the maximum extent permitted by law, any liability of AHL for the Services provided under the contract is hereby excluded. This is regardless of whether such liability arises in contract, tort (including negligence), consequential loss, equity, breach of statutory duty or otherwise.
12. Compliance With Laws
12.1 The Customer and AHL shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Goods including any relating Worksafe health and safety laws or any other relevant safety standards or legislation pertaining to the Goods.

13. Title

13.1 AHL and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid AHL all amounts owing to AHL; and
(b) the Customer has met all of its other obligations to AHL.
13.2 Receipt by AHL 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.
13.3 It is further agreed that:
(a) until ownership of the Goods passes to the Customer in accordance with clause 13.1 that the Customer is only a bailee of the Goods and unless
the Goods have become fixtures must return the Goods to AHL on request; and
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for AHL and must pay to AHL the proceeds of any insurance in
the event of the Goods being lost, damaged or destroyed; and
(c) the production of these terms and conditions by AHL shall be sufficient evidence of AHL’s rights to receive the insurance proceeds direct from the
insurer without the need for any person dealing with AHL to make further enquiries; and
(d) 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
AHL and must pay or deliver the proceeds to AHL on demand; and
(e) 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 AHL and must sell, dispose of or return the resulting product to AHL as it so directs; and
(f) unless the Goods have become fixtures the Customer irrevocably authorises AHL to enter any premises where AHL believes the Goods are kept
and recover possession of the Goods; and
(g) AHL may recover possession of any Goods in transit whether or not delivery has occurred; and
(h) 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 AHL; and
(i) AHL may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the
Customer.

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

14.1 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 present or after acquired Goods and/or collateral (account) – being a monetary obligation of the Customer to AHL for Goods that have previously been supplied and that will be supplied in the future by AHL to the Customer.
14.2 The Customer hereby acknowledges that these Terms and Conditions of Trade constitute a security agreement which creates a security interest in favour of the Vendor:
(a) for all Goods previously supplied by the Vendor to the Customer (if any); and
(b) for all of its present and after acquired Goods; and
(c) for intellectual property arising out of or in connection with the Services.

14.3 The Customer agrees to grant a "Purchase Money Security Interest" to the Vendor in respect to all amounts owed by the Customer to the Vendor, as that term is defined in the PPSA.

14.4 Where Goods in respect of which title has not 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 shall be held by the Customer for the Vendor in terms of section 45 of the PPSA:
(a) Where any proceeds of sale are placed in the Customer’s bank account the funds in the Customer’s bank account shall be deemed to be held on
trust for the Vendor to the extent of proceeds of sale; and
(b) Where any payments are made from the Customer’s bank account otherwise than to AHL payment shall be deemed to have been made from all
other funds in the Customer’s bank account and not from funds held on trust for the Vendor; and
(c) The trust obligation imposed by this clause and the Vendor’s entitlements under the PPSA shall continue for so long as the Vendor is unpaid for all Goods supplied to the Customer.

14.5 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 AHL may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; and
(b) indemnify, and upon demand reimburse, AHL 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; and
(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 AHL; and
(d) immediately advise AHL of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds
derived from such sales.

14.6 AHL and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

14.7 If any of the Goods are incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods shall be and remain with the Vendor until payment is made. The Vendor’s Security Interest in the Goods shall continue in the terms of section 82 of the PPSA.

14.8 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131of thePPSA.

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

14.10 The Customer shall unconditionally ratify any actions taken by AHL under clauses 14.1 to 14.9.

15. Security and Charge

15.1 In consideration of AHL 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).

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

15.3 The Customer irrevocably appoints AHL and each director of AHL as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 15 including, but not limited to, signing any document on the Customer’s behalf.

16. Defects

16.1 The Customer shall inspect the Goods on delivery and shall within thirty (30) days of delivery (time being of the essence) notify AHL of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford AHL 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 AHL has agreed in writing that the Customer is entitled to reject, AHL’s liability is limited to either (at AHL’s discretion) replacing the Goods, offering a credit, or repairing the Goods.

16.2 Goods will not be accepted for return other than in accordance with 16.1 above, and provided that:
(a) AHL have agreed in writing to accept the return of the Goods; and
(b) the Goods are returned with the original packaging intact, at the Customer’s cost within fourteen (14) days of the delivery date; and
(c) AHL will not be liable for Goods which have not been stored or used in a proper manner.

17. Returns

17.1 AHL has no obligation to accept the return of Goods for credit and specifically manufactured Goods will absolutely not be returned for credit whatsoever unless meeting criteria contained in clause 16.1.

17.2 AHL may (at its sole discretion) accept the return of Goods for credit but this may incur any additional freight charges.

17.3 If the Goods show signs of use, in the opinion of AHL, those Goods will not be eligible for return whatsoever.

18. Warranties

18.1 For Goods not manufactured by AHL, the warranty shall be the current warranty provided by the manufacturer of the Goods. AHL 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.

19. Consumer Guarantees Act 1993

19.1 The Customer agrees that if they are acquiring Goods for the purposes of a business (as that term is defined in the CGA), to the extent permitted by law the provisions of the CGA will not apply to the supply of Goods by AHL to the Customer.

20. Intellectual Property

20.1 Where AHL has designed, drawn, written plans or a schedule of Goods, or created any products for the Customer, then the copyright in all such designs, drawings, documents, digital images, plans, schedules and products shall remain vested in AHL, and shall only be used by the Customer at AHL’s discretion. Under no circumstances may such designs, drawings and documents be used without the express written approval of AHL.

20.2 The Customer warrants that all designs, specifications or instructions given to AHL will not cause AHL to infringe any patent, copyright, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify AHL against any action taken by a third- party against AHL in respect of any such infringement.

20.3 The Customer agrees that AHL may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which AHL has created for the Customer.

21. Overdue Payments

21.1 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 AHL’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

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

21.3 Further to any other rights or remedies AHL may have under this Contract, if a Customer has made payment to AHL, 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 AHL under this clause 21, 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.

21.4 Without prejudice to AHL’s other remedies at law AHL shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to AHL shall, whether or not due for payment, become immediately payable if:
(a) any money payable to AHL becomes overdue, or in AHL’s opinion the Customer will be unable to make a payment when it falls due; or
(b) the Customer has exceeded any applicable credit limit provided by AHL; or
(c) the Customer becomes insolvent or bankrupt, 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.

22. Cancellation

22.1 Without prejudice to any other rights or remedies AHL may have, if at any time the Customer is in breach of any obligation (including those relating to payment and/or failure to remedy any breach in respect of this Contract within ten (10) working days of receipt by the Customer of such notice/s) then AHL may suspend the Goods immediately. AHL will not be liable to the Customer for any loss or damage the Customer suffers because AHL has exercised its rights under this clause.

22.2 AHL may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are commenced by giving written notice to the Customer. On giving such notice AHL shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to AHL for Goods already performed. AHL shall not be liable for any loss or damage whatsoever arising from such cancellation.

22.3 Cancellation of orders for products made by the Customer must be received by AHL within forty-eight (48) hours of the order being placed to constitute a valid order cancellation.

22.4 In the event that the Customer cancels the delivery of Goods outside of the period stated in clause 22.3, the Customer shall be liable for any and all loss incurred (whether direct or indirect) by AHL as a direct result of the cancellation (including, but not limited to, any loss of profits).

22.5 In the event that Customers acting on behalf of AHL wish to cancel the relationship, all AHL Goods (including Earring Stands) must be returned intact to AHL. If this does not occur, AHL reserve the right to charge the agent for the replacement cost of the Goods

23. Privacy Policy

23.1 All emails, documents, images or other recorded information including Personally Identifiable Information (PII) as defined and referred to in clause 23.4 held or used by AHL is considered confidential. AHL acknowledges its obligation in relation to the handling, use, disclosure and processing of PII pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 8 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”). AHL acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customers PII, held by AHL that may result in serious harm to the Customer, AHL will notify the Customer in accordance with the Act and/or the GDPR. Any release of such PII 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.

23.2 Notwithstanding clause 23.1, privacy limitations will extend to AHL in respect of Cookies where transactions for purchases/orders transpire directly from AHL’s website. AHL 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 the Customers Personal Information such as:
(a) IP address, browser, email Customer type and other similar details; and
(b) tracking website usage and traffic; and
(c) reports which are available to AHL when AHL sends an email to the Customer; so AHL may collect and review that information (collectively “PII”)

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

23.4 The Customer authorises AHL or AHL’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 (e.g. email, Facebook or Twitter 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 AHL from the Customer directly or obtained by AHL 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.

23.5 Where the Customer is an individual the authorities under clause 23.4 are authorities or consents for the purposes of the Privacy Act 2020.

23.6 The Customer shall have the right to request AHL for a copy of the PII about the Customer retained by AHL and the right to request AHL to correct any incorrect PII about the Customer held by AHL.

24. Service of Notices

24.1 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; or
(b) by leaving it at the address of the other party as stated in this Contract; or
(c) by sending it by registered post to the address of the other party as stated in this Contract; or
(d) if sent by email to the other party’s last known email address.

24.2 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.

25. Trusts

25.1 If the Customer at any time upon or subsequent to entering into the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not AHL may have notice of the Trust, the Customer covenants with AHL 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; and
(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; and
(c) the Customer will not without consent in writing of AHL (AHL 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; or
(ii) any alteration to or variation of the terms of the Trust; or
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust property.

26. General

26.1 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.

26.2 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 Christchurch courts of New Zealand.

26.3 AHL 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 AHL of these terms and conditions (alternatively AHL’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

26.4 AHL may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.

26.5 The Customer cannot licence or assign without the written approval of AHL.

26.6 AHL may elect to subcontract out any part of the Goods 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 AHL’s sub-contractors without the authority of AHL.

26.7 The Customer agrees that AHL 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 AHL to provide Goods to the Customer.

26.8 Neither party shall be liable for any default due to any act of God, war, terrorism, pandemic, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

26.9 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.