“Armstrong” means the Armstrong Locksmiths and/or Armstrong Smarter Security, franchisee company named in the Credit Account Application and its successors and assigns.
“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.
“Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting Armstrong to provide the Services as specified in any proposal, quotation, order, invoice, or other documentation, and:
If there is more than one Customer, is a reference to each Customer jointly and severally; and
If the Customer is a partnership, it shall bind each partner jointly and severally; and
If the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
Includes the Customer’s executors, administrators, successors and permitted assigns.
“Goods” means all Goods or Services supplied by Armstrong 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).
"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, customer 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.
“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 customer and website and can be accessed either by the web server or the customer’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.
“Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Armstrong and the Customer in accordance with clause below.
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.
Any amendment to the Terms and Conditions contained in this Contract may only be amended in writing by the consent of both parties.
In the event, that Armstrong is required to provide the Services urgently, that may require Armstrong staff to work outside normal business hours (including but not limited to working through lunch breaks, weekends and/or Public Holidays) then Armstrong reserves the right to charge the Customer additional labour costs (penalty rates will apply), unless otherwise agreed between Armstrong and the Customer.
The Customer acknowledges that:
The supply of Goods on credit shall not take effect until the Customer has completed a credit application with Armstrong and it has been approved with a credit limit established for the account; and
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, Armstrong reserves the right to vary the Price with alternative Goods (or components of the Goods) as per clause 5.2, subject to prior confirmation and agreement of both parties.
They are the owner of the property upon which the Goods are to be provided (including, but not limited to the cutting of keys, providing access/ entry into property because of being locked out etc.) or Services are be undertaken; or
Where the Customer is not the owner of the property, that they have the consent of the owner for the premises upon which the Services are be undertaken or Goods to be provided.
In the event, that the Goods and/or Services provided by Armstrong 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 Armstrong and shall ensure payment is made by the due date irrespective of whether the insurance claim is successful.
The Customer shall ensure that all voice codes, passwords, radio keys and other security devices are kept secure and provided only to those persons who reasonably require access to the premises.
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.
Errors and Omissions
In the event such an error and/or omission occurs in accordance with clause , and is not attributable to the negligence and/or wilful misconduct of Armstrong; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.
The Customer acknowledges that Armstrong shall (for the duration of the Services) liaise directly with one (1) authorised representative, and that once introduced as such to Armstrong, that person shall have the full authority of the Customer to order any Services, and/or to request any variation thereto on the Customer’s behalf. The Customer accepts that they will be solely liable to Armstrong for all additional costs incurred by Armstrong (including Armstrong profit margin) in providing any Services, or variation/s requested thereto by the Customer’s duly authorised representative.
The Customer shall absolve Armstrong from any claims, costs, and damages arising from the performance of such Services.
Change in Control
The Customer shall give Armstrong 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 Armstrong because of the Customer’s failure to comply with this clause.
At Armstrong sole discretion the Price shall be either:
As indicated on any invoice provided by Armstrong to the Customer; or
The Price as at the date of Delivery of the Goods according to Armstrong current price list; or
Armstrong quoted price (subject to clause ) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
If a variation to the Goods which are to be supplied is requested; or
If a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
If during the Services, the Goods are not or cease to be available from Armstrong third party suppliers, then Armstrong reserves the right to provide alternative Goods; or
Where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, limitations to accessing the site, obscured site defects which require remedial work (e.g. poor existing wiring, etc.), health hazards and safety considerations (such as the discovery of asbestos) etc.) which are only discovered on commencement of the Services; or
In the event of increases to Armstrong in the cost of labour or materials which are beyond Armstrong control.
Variations will be charged for based on Armstrong quotation, and will be detailed in writing, and shown as variations on Armstrong invoice. The Customer shall be required to respond to any variation submitted by Armstrong within ten (10) working days. Failure to do so will entitle Armstrong 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.
At Armstrong’s sole discretion a non-refundable deposit may be required.
Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Armstrong, which may be:
On delivery of the Goods;
For trade 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;
The date specified on any invoice or other form as being the date for payment; or
Failing any notice to the contrary, the date is seven (7) days following the date of any invoice given to the Customer by Armstrong.
Unless otherwise stated, a trade discount shall be included in the quoted Price; however, such discount shall become null and void, if payment is not made by the due date stated on the invoice and/or statement. In such an event of late payment Armstrong reserves the right to vary the Price and any discounts or special prices are revoked.
Payment may be made by cash, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and Armstrong.
Armstrong may in its discretion allocate any payment received from the Customer towards any invoice that Armstrong determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer Armstrong may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Armstrong, payment will be deemed to be allocated in such manner as preserves the maximum value of Armstrong Purchase Money Security Interest (as defined in the PPSA) in the Goods.
Where clause applies to the provision of the Goods and the performance of the Services carried out by Armstrong in relation to construction work (as defined in the Construction Contracts Act 2002), then any invoice issued by Armstrong in relation to the Goods and Services is a payment claim for the purposes of Section 20 of the Construction Contract Act 2002.
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 Armstrong nor to withhold payment of any invoice because part of that invoice is in dispute.
Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to Armstrong an amount equal to any GST Armstrong must pay for any supply by Armstrong 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.
Delivery of Goods
Delivery (“Delivery”) of the Goods is taken to occur at the time that Armstrong (or Armstrong nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
At Armstrong sole discretion the cost of delivery is in addition to the Price.
Armstrong 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.
Any time specified by Armstrong for delivery of the Goods is an estimate only and Armstrong will not be liable for any loss or damage incurred by the Customer because of delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that Armstrong is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then Armstrong shall be entitled to charge a reasonable fee for redelivery and/or storage.
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.
If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Armstrong is entitled to receive all insurance proceeds payable for the Goods. The production of these Terms and Conditions by Armstrong is sufficient evidence of Armstrong rights to receive the insurance proceeds without the need for any person dealing with Armstrong to make further enquiries.
If the Customer requests Armstrong to leave Goods outside Armstrong premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
Where Armstrong is required to install the Goods the Customer warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and Armstrong shall not be liable for any claims, demands, losses, damages, costs, and expenses howsoever caused or arising in connection with the installation and work incidental thereto.
Armstrong 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, Armstrong accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications, or other information.
Where Armstrong gives advice or recommendations to the Customer, or the Customer’s agent, with specific instructions regarding the use of the Goods and such advice or recommendations are not acted upon then Armstrong shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent purchase of the Goods.
Where Armstrong is to supply Goods (including but not limited to, doors etc.) which require the Customer to paint and seal the Goods, Armstrong will not be liable for any loss, costs, or damages where the Customer does not follow Armstrong recommendation as to the number of coats of paint and the use of a sealant on installation of the Goods.
Armstrong is not acting in an unlawful and fraudulent manner and is not deemed to be a break-in; and
The Services will not infringe on the right of other person’s or the property’s security; and
Armstrong will not be liable for any costs, damages, losses and claims because of any damage to the property/vehicle in the provision of Services.
The Customer acknowledges and agrees that:
All descriptive specifications, illustrations, drawings, data, dimensions, and weights stated in Armstrong fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by Armstrong; and
While Armstrong may have provided information or figures to the Customer regarding the performance of the Goods, the Customer acknowledges that Armstrong has given these in good faith, and are estimates which are variable due to factors out of Armstrong control; and
Armstrong is only responsible for Goods that are replaced by Armstrong and that in the event, that other parts/Goods, subsequently fail, the Customer agrees to indemnify Armstrong against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising; and
Armstrong does not warrant that the Goods supplied by Armstrong will render the premises, or any occupant of the premises, secure. Armstrong shall not be liable for any loss (including consequential loss) or damage suffered by the Customer, whether arising from Armstrong negligence or otherwise, resulting from the Customer’s use of or reliance upon the Goods; and
Armstrong shall not be held liable for any damage to any glass surfaces because of installing Goods and/or in the provision of the Services.
Armstrong will not be responsible:
For any compliance of building warrant of fitness around evacuation plans, disability access and regulations around the use of deadlocks. It shall be the responsibility of the Customer to ensure that the Goods ordered are suitable for their intended use; and
For any inadvertent compromise of any lockdown plans that schools may have.
The Customer shall, at their own expense, maintain the Goods in good working order and in accordance with the manufacturer’s requirements, including but not limited to, recharging, or replacing the batteries on a timely basis.
If the Customer has insurance or other contractual arrangements for the payment of charges due under this Contract, this will not affect the Customer’s personal liability to pay all charges due under this Contract, except that the Customer’s liability will be reduced pro-rata to the extent that payments are made to Armstrong from other such sources. The Customer also agrees that they shall be liable and make payment when due for any insurance excess where necessary.
Any work undertaken which is part of an insurance claim is undertaken with the understanding that should the claim be declined, or payment of the claim delayed, the Customer is liable for payment of the full Price.
The Customer shall ensure that Armstrong always has clear and free access to the site to enable them to undertake the Services. Armstrong shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Armstrong.
Prior to Armstrong commencing any work the Customer must advise Armstrong of the precise location of all underground/hidden services on the site and clearly mark the same. The underground/hidden mains & services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
Whilst Armstrong will take all care to avoid damage to any underground/hidden services the Customer agrees to indemnify Armstrong in respect of all and any liability claims, loss, damage, costs, and fines because of damage to services not precisely located and notified as per clause .
Compliance with Laws
The Customer and Armstrong shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including any WorkSafe health and safety laws relating or any other relevant safety standards or legislation pertaining to the Services.
Both parties acknowledge and agree:
Where the Customer has supplied products for Armstrong to complete the Services, the Customer acknowledges that it accepts responsibility for the suitability of purpose and use for their products and the intended use and any faults inherent in those products. However, if in Armstrong’s opinion, it is believed that the materials supplied are non-conforming products and will not conform with New Zealand regulations, then Armstrong shall be entitled, without prejudice, to halt the Services until the appropriate conforming products are sourced and all costs associated with such a change to the plans and design will be invoiced in accordance with clause .
The Client shall obtain (at the expense of the Client) all licenses and approvals that may be required for the Services.
Notwithstanding clause and pursuant to the Health & Safety at Work Act 2015 (the “HSW Act”), Armstrong agrees at all times to comply with sections 28 and 34 of the “HSW Act” with meeting their obligations for health and safety laws in the workplace regardless of whether they may be the party in control of the worksite or where they may be acting as a sub-contractor for the Customer who has engaged a third party head contractor.
The Customer has paid Armstrong all amounts owing to Armstrong; and
The Customer has met all of its other obligations to Armstrong.
Receipt by Armstrong 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.
It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause :
The Customer is only a Bailee of the Goods and must return the Goods to Armstrong on request;
The Customer holds the benefit of the Customer’s insurance of the Goods on trust for Armstrong and must pay to Armstrong the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
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 Armstrong and must pay or deliver the proceeds to Armstrong on demand;
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 Armstrong and must sell, dispose of or return the resulting product to Armstrong as it so directs;
The Customer irrevocably authorises Armstrong to enter any premises where Armstrong believes the Goods are kept and recover possession of the Goods;
Armstrong may recover possession of any Goods in transit whether or not delivery has occurred;
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 Armstrong;
Armstrong may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
These Terms and Conditions constitute a security agreement for the purposes of the PPSA and a Purchase Money Security Interest (“PMSI”) is granted in priority to all other creditors by the Customer in favour of Armstrong; and
A security interest is taken in all Goods that have previously been supplied and that will be supplied in the future by Armstrong to the Customer, and the proceeds from the sale of Goods and/or the hire of Equipment, to secure all of the Customer’s obligations to Armstrong.
The Customer agrees that Chiave Limited may hold the security interests as trustee on behalf of Armstrong and may register the security interests under the PPSA as the secured party.
The Customer undertakes to:
Sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which Armstrong may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
Indemnify, and upon demand reimburse, Armstrong 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;
Not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or proceeds of such Goods in favour of a third party without the prior written consent of Armstrong; and
Immediately advise Armstrong of any material change in its business practices of selling the Goods which would result in a change in proceeds derived from such sales.
Armstrong and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions.
The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
The Customer shall unconditionally ratify any actions taken by Armstrong under clauses to .
Subject to any express provisions to the contrary (including those contained in this clause ), nothing in these Terms and Conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
In consideration of Armstrong agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, and the Customer grants a security interest in all of its present and after-acquired property, to secure the performance by the Customer of its obligations under these Terms and Conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.
The Customer indemnifies Armstrong from and against all Armstrong costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Armstrong rights under this clause.
The Customer irrevocably appoints Armstrong and each director of Armstrong as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause including, but not limited to, signing any document on the Customer’s behalf.
Defects and Returns
The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Armstrong of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote. The Customer shall afford Armstrong 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 Armstrong has agreed in writing that the Customer is entitled to reject, Armstrong liability is limited to either (at Armstrong discretion) replacing the Goods or repairing the Goods.
Goods will not be accepted for return other than in accordance with above, and provided that:
Armstrong has agreed in writing to accept the return of the Goods; and
the Goods are returned at the Customer’s cost within fourteen (14) days of the delivery date; and
Armstrong will not be liable for Goods which have not been stored or used in a proper manner; and
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.
Armstrong may (in its discretion) accept the return of non-defective Goods for credit but this may incur a handling fee of thirty percent (30%) of the value of the returned Goods plus any freight.
Subject to clause , non-stocklist/indent items or Goods made to the Customer’s specifications are not acceptable for credit or return.
Subject to the conditions of warranty set out in clause Armstrong warrants that if any defect in any Goods manufactured or Services provided by Armstrong becomes apparent and is reported to Armstrong within thirty (30) days of the date of delivery (time being of the essence) then Armstrong will either (at Armstrong sole discretion) replace or remedy the defect.
The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
Failure on the part of the Customer to properly maintain any Goods or serviced item; or
Failure on the part of the Customer to follow any instructions or guidelines provided by Armstrong; or
Any use of any Goods or serviced items otherwise than for any application specified on a quote or order form; or
The continued use of any Goods or serviced item after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
fair wear and tear, any accident or act of God.
The warranty shall cease, and Armstrong shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered, or overhauled without Armstrong consent.
In respect of all claims Armstrong 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.
For Goods not manufactured by Armstrong, the warranty shall be the current warranty provided by the manufacturer of the Goods. Armstrong 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.
Consumer Guarantees Act 1993
If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by Armstrong to the Customer.
Intellectual Property and Trademarks
Where Armstrong has designed, drawn, or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of Armstrong. Under no circumstances may such designs, drawings and documents be used without the express written approval of Armstrong.
The Customer warrants that all designs, specifications, or instructions given to Armstrong will not cause Armstrong to infringe any patent, registered design, or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Armstrong against any action taken by a third party against Armstrong in respect of any such infringement.
Without limiting clauses or the Customer agrees that they will not use any of Armstrong’s trademarks:-
in or as the whole or part of the Customer’s own trademarks;
on the Customer’s website or in any marketing or promotional materials; or
in connection with activities, products or services that are not Armstrong’s.
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 Armstrong sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
If the Customer owes Armstrong any money the Customer shall indemnify Armstrong from and against all costs and disbursements incurred by Armstrong in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Armstrong collection agency costs, and bank dishonour fees).
Further to any other rights or remedies Armstrong may have under this Contract, if a Customer has made payment to Armstrong, 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 Armstrong under this clause 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.
Without prejudice to Armstrong other remedies at law Armstrong shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Armstrong shall, whether or not due for payment, become immediately payable if:
any money payable to Armstrong becomes overdue, or in Armstrong opinion the Customer will be unable to make a payment when it falls due;
the Customer has exceeded any applicable credit limit provided by Armstrong;
the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
Without prejudice to any other remedies Armstrong may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these Terms and Conditions Armstrong may suspend or terminate the supply of Goods to the Customer. Armstrong will not be liable to the Customer for any loss or damage the Customer suffers because Armstrong has exercised its rights under this clause.
Armstrong 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 Armstrong shall repay to the Customer any money paid by the Customer for the Goods. Armstrong shall not be liable for any loss or damage whatsoever arising from such cancellation.
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 Armstrong as a direct result of the cancellation (including, but not limited to, any loss of profits).
Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will not be accepted once production has commenced, or an order has been placed.
All emails, documents, images or other recorded information held or used by Armstrong is “Personal Information” as defined and referred to in clause and therefore considered confidential. Armstrong acknowledges its obligation in relation to the handling, use, disclosure, and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines as set out in the Act. Armstrong acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer’s Personal Information, held by Armstrong that may result in serious harm to the Customer, Armstrong will notify the Customer in accordance with the Act. Any release of such Personal Information must be in accordance with the Act and must be approved by the Customer by written consent, unless subject to an operation of law.
Notwithstanding clause , privacy limitations will extend to Armstrong in respect of Cookies where the Customer utilises Armstrong website to make enquiries. Armstrong 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:
IP address, browser, email client type and other similar details;
tracking website usage and traffic; and
reports are available to Armstrong when Armstrong sends an email to the Customer, so Armstrong may collect and review that information (“collectively Personal Information”)
access, collect, retain and use any information about the Customer;
(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
for the purpose of marketing products and services to the Customer.
disclose information about the Customer, whether collected by Armstrong from the Customer directly or obtained by Armstrong 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.
Where the Customer is an individual the authorities under clause are authorities or consents for the purposes of the Privacy Act 2020.
The Customer shall have the right to request (by e-mail) from Armstrong, a copy of the Personal Information about the Customer retained by Armstrong and the right to request that Armstrong correct any incorrect Personal Information.
Armstrong will destroy Personal Information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
The Customer can make a privacy complaint by contacting Armstrong via e-mail. Armstrong will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to decide on the complaint within twenty (20) days of receipt of the complaint. In the event, that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.
The Customer assumes liability for all loss or damage suffered by Armstrong because of breach of confidentiality undertaken by itself, or its employees or agents.
Neither party will use the other party’s Confidential Information without prior written consent (including trade secrets, processes, accounts, pricelists, marketing, designs, databases and all other information held in any form), except strictly for the purposes contemplated by this Contract, and a party may only disclose the other party’s Confidential Information:
if required by law;
to exercise their rights under this Contract;
if necessary, to perform their obligations under this Contract;
if the other party has provided their written consent to the disclosure;
if the Confidential Information is already in the public domain (otherwise than because of disclosure in breach of this Contract).
Armstrong is obliged to remain vigilant to, and to advise the Customer of, any conflict of interest that may potentially impact or harm the Customer. To avoid conflict of interest and commercial sensitivities, it is agreed by Armstrong that any and all information regards the Customer (and their business, commercial agenda and employees) shall remain confidential at all times and shall only be disclosed in the event of legal order or obligation.
The obligations of confidentiality shall survive the finalisation or discontinuance of any Contract between the Customer and Armstrong.
Service of Notices
by handing the notice to the other party, in person;
by leaving it at the address of the other party as stated in this Contract;
by sending it by registered post to the address of the other party as stated in this Contract;
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;
if sent by email to the other party’s last known email address.
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.
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 Armstrong may have notice of the Trust, the Customer covenants with Armstrong as follows:
the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
the Customer has full and complete power and authority under the Trust to enter 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.
the Customer will not without consent in writing of Armstrong (Armstrong will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;
the removal, replacement or retirement of the Customer as trustee of the Trust;
any alteration to or variation of the terms of the Trust;
any advancement or distribution of capital of the Trust; or
any resettlement of the trust property.
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.
These Terms and Conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Auckland Courts of New Zealand.
Subject to the CGA, Armstrong shall be under no liability whatsoever to the Customer for any Armstrong Locksmith of these Terms and Conditions (alternatively Armstrong liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
Armstrong may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
The Customer cannot licence or assign without the written approval of Armstrong.
Armstrong 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 Armstrong sub-contractors without the authority of Armstrong.
The Customer agrees that Armstrong 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 Armstrong to provide Goods to the Customer.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Customer to make a payment to Armstrong.
Both parties warrant that they have the power to enter 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.
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