Gait Trading Company Limited – Terms & Conditions of Trade 2020
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 “Gait” means Gait Trading Company Limited, its successors and assigns or any person acting on behalf of and with the authority of Gait
Trading Company Limited.
1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Gait to provide the
Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors and permitted assigns.
1.4 “Goods” means all Goods or Services supplied by Gait to the Client at the Client’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 Client
does not wish to allow Cookies to operate in the background when ordering from the website, then the Client 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
1.7 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Gait and
the Client in accordance with clause 6 below.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client
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 Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Gait
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 Clients credit limit and/or the account exceeds the payment terms, Gait reserves
the right to refuse Delivery.
2.6 The Client acknowledges and accepts that:
(a) 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,
Gait reserves the right to vary the Price with alternative Goods as per clause 6.2;
(b) the Client shall be responsible for ensuring that the Goods ordered are suitable for their intended use and are of a suitable security level.
2.7 These terms and conditions may be meant to be read in conjunction with Gait’s Account Form and if there are any inconsistencies between
the two documents then the terms and conditions contained therein shall prevail.
2.8 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the
Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Authorised Representative
3.1 Unless otherwise limited as per clause 3.2 the Client agrees that should the Client introduce any third party to Gait as the Client’s duly
authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods or Services on the
Client’s behalf and/or to request any variation to the works on the Client’s behalf (such authority to continue until all requested works have
been completed or the Client otherwise notifies Gait in writing that said person is no longer the Client’s duly authorised representative).
3.2 In the event that the Client’s duly authorised representative as per clause 3.1 is to have only limited authority to act on the Client’s behalf
then the Client must specifically and clearly advise Gait in writing of the parameters of the limited authority granted to their representative.
3.3 The Client specifically acknowledges and accepts that they will be solely liable to Gait for all additional costs incurred by Gait (including
Gait’s profit margin) in providing any Goods and/or Services or variation/s requested by the Client’s duly authorised representative (subject
always to the limitations imposed under clause 3.2 (if any)).
4. Errors and Omissions
4.1 The Client acknowledges and accepts that Gait shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or
(a) resulting from an inadvertent mistake made by Gait 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 Gait 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 Gait; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
5. Change in Control
5.1 The Client shall give Gait not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any
other change in the Client’s details (including but not limited to, changes in the Client’s name, address and contact phone or fax number/s,
change of trustees or business practice). The Client shall be liable for any loss incurred by Gait as a result of the Client’s failure to comply
with this clause.
6. Price and Payment
6.1 At Gait’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by Gait to the Client; or
(b) the Price as at the date of Delivery of the Goods according to Gait’s current price list; or
(c) Gait’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)
6.2 Gait reserves the right to change the Price:
(a) if a variation to the Goods which are to supplied is requested; or
(b) if during the course of the Services, the Goods cease to be available from Gait’s third party suppliers, then Gait reserves the right to
provide alternative Goods, subject to prior confirmation and agreement of both parties; or
(c) in the event of increases to Gait in the cost of labour or materials (including but not limited to increases to freight charges,overseas
transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and
insurance charges) which are beyond Gait’s control.
6.3 Variations will be charged charged for on the basis of Gait’s quotation, and will be detailed in writing, and shown as variations on Gait’s
invoice. The Client shall be required to respond to any variation submitted by Gait within ten (10) working days. Failure to do so will entitle
Gait 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 At Gait’s sole discretion a deposit may be required.
6.5 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Gait, which may
(a) on Delivery of the Goods;
(b) by way of instalments/progress payments in accordance with Gait’s payment schedule;
(c) for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address
or address for notices;
(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Gait.
6.6 Payment may be made by, cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method
as agreed to between the Client and Gait.
6.7 Gait may in its discretion allocate any payment received from the Client towards any invoice that Gait determines and may do so at the time
of receipt or at any time afterwards. On any default by the Client Gait may re-allocate any payments previously received and allocated. In the
absence of any payment allocation by Gait, payment will be deemed to be allocated in such manner as preserves the maximum value of
Gait’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
6.8 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Gait 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 Client must pay to Gait an amount equal to any GST
Gait must pay for any supply by Gait under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction
or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client 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 Client or the Client’s nominated carrier takes possession of the Goods at Gait’s address; or
(b) Gait (or Gait’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
7.2 At Gait’s sole discretion the cost of Delivery is in addition to the Price.
7.3 Gait 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.
7.4 Any time specified by Gait for Delivery of the Goods is an estimate only. The Client must take Delivery by receipt or collection of the Goods
whenever they are tendered for Delivery. Gait will not be liable for any loss or damage incurred by the Client as a result of Delivery being
late. In the event that the Client is unable to take Delivery of the Goods as arranged then Gait shall be entitled to charge a reasonable fee for
redelivery and/or storage.
7.5 The Client shall ensure that Gait has clear and free access to the site at all times to deliver the Goods. Gait 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 Gait.
8.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client 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 Client, Gait is entitled to receive all
insurance proceeds payable for the Goods. The production of these terms and conditions by Gait is sufficient evidence of Gait’s rights to
receive the insurance proceeds without the need for any person dealing with Gait to make further enquiries.
8.3 If the Client requests Gait to leave Goods outside Gait’s premises for collection or to deliver the Goods to an unattended location then such
Goods shall be left at the Client’s sole risk.
8.4 Timber is a:
(a) natural product and as such may exhibit variations in texture, shade, colour, surface, finish, markings, veining, and contain natural
fissures, occlusions, and indentations. Whilst Gait will make every effort to match sales samples to the finished Goods Gait accepts no
liability whatsoever where such samples differ to the finished Goods supplied; and
(b) hydroscopic material subject to expansion and contraction; therefore, Gait will accept no responsibility for gaps that may appear in the
doors during prolonged dry periods.
8.5 The Client acknowledges and accepts that:
(a) the finish, texture and colour of painted or stained products may also vary from sales samples. Gait accepts no liability whatsoever
where such variation may occur;
(b) Goods supplied may:
(i) fade or change colour over time;
(ii) expand, contract or distort as a result of exposure to heat, cold, weather;
(iii) mark or stain if exposed to certain substances;
(iv) be damaged or disfigured by impact or scratching;
(c) all raw products are required to be correctly stored to prevent distortion, painted, stained, or fully sealed immediately after installation.
The Client shall not hold Gait responsible for the finished state of the products if the Client fails to finish the raw products immediately or
if at all, nor if the Client fails to apply materials to paint or stain, or seal the doors without following the instructions applicable to such
materials or the suitability of those materials for the purpose required; and
(d) Gait will not be liable for any damages to the Goods if the Goods are not installed, misused or maintained as per the manufacturer’s or
9. Accuracy of Client’s Plans
9.1 Gait shall be entitled to rely on the accuracy of any plans, specifications and other information (such as floor levels, lintel heights or opening
sizes) provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is
inaccurate, Gait accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or
10. Compliance with Laws
10.1 The Client and Gait 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 guidelines relating to building/construction sites and any other relevant safety
standards or legislation.
11.1 Gait and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Gait all amounts owing to Gait; and
(b) the Client has met all of its other obligations to Gait.
11.2 Receipt by Gait 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.
11.3 It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 11.1:
(a) the Client is only a bailee of the Goods and must return the Goods to Gait on request;
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Gait and must pay to Gait the proceeds of any insurance in
the event of the Goods being lost, damaged or destroyed;
(c) the Client 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 Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act
on trust for Gait and must pay or deliver the proceeds to Gait on demand;
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the
resulting product on trust for the benefit of Gait and must sell, dispose of or return the resulting product to Gait as it so directs;
(e) the Client irrevocably authorises Gait to enter any premises where Gait believes the Goods are kept and recover possession of the
(f) Gait may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) the Client 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 Gait;
(h) Gait may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to
12. Personal Property Securities Act 1999 (“PPSA”)
12.1 Upon assenting to these terms and conditions in writing the Client 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 Client to Gait for Services – that
have previously been supplied and that will be supplied in the future by Gait to the Client.
12.2 The Client 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 Gait may reasonably require to register a financing statement or financing change statement on the Personal Property
(b) indemnify, and upon demand reimburse, Gait 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 Gait; and
(d) immediately advise Gait 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.
12.3 Gait and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
12.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 of the PPSA.
12.5 Unless otherwise agreed to in writing by Gait, the Client waives its right to receive a verification statement in accordance with section 148 of
12.6 The Client shall unconditionally ratify any actions taken by Gait under clauses 12.1 to 12.5.
12.7 Subject to any express provisions to the contrary (including those contained in this clause 12), nothing in these terms and conditions is
intended to have the effect of contracting out of any of the provisions of the PPSA.
13. Security and Charge
13.1 In consideration of Gait agreeing to supply the Goods, the Client 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 Client either now or in the future, to secure the performance by the
Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies Gait from and against all Gait’s costs and disbursements including legal costs on a solicitor and own client basis
incurred in exercising Gait’s rights under this clause.
13.3 The Client irrevocably appoints Gait and each director of Gait as the Client’s true and lawful attorney/s to perform all necessary acts to give
effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.
14.1 The Client shall inspect the Goods on Delivery and shall within seven (7) days of Delivery (time being of the essence) notify Gait of any
alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Gait an opportunity to
inspect the Goods within a reasonable time following Delivery if the Client believes the Goods are defective in any way. If the Client shall fail
to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Gait has
agreed in writing that the Client is entitled to reject, Gait’s liability is limited to either (at Gait’s discretion) replacing the Goods or repairing the
14.2 Goods will not be accepted for return other than in accordance with 14.1 above, and provided that:
(a) Gait has agreed in writing to accept the return of the Goods; and
(b) the Goods are returned at the Client’s cost within seven (7) days of the Delivery date; and
(c) Gait 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.
14.3 Gait may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty five percent (25%) of the value of
the returned Goods plus any freight.
14.4 Subject to clause 14.1, non-stocklist items or Goods made to the Client’s specifications are not acceptable for credit or return.
15.1 The Client acknowledges and accepts that for Goods not manufactured by Gait, the warranty shall be the current warranty provided by the
manufacturer of the Goods. Gait 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.
15.2 The conditions applicable to the warranty given on Goods supplied by Gait are contained on the “Warranty Document” that will be supplied
with the Goods.
15.3 In the case of second hand Goods, the Client acknowledges that full opportunity to inspect the same has been provided and accepts the
same with all faults and that no warranty is given by Gait as to the quality or suitability for any purpose and any implied warranty, statutory or
otherwise, is expressly excluded. Gait shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part
thereof however arising.
16. Consumer Guarantees Act 1993
16.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer
Guarantees Act 1993 do not apply to the supply of Goods by Gait to the Client.
17. Intellectual Property
17.1 Where Gait has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall
remain the property of Gait. Under no circumstances may such designs, drawings and documents be used without the express written
approval of Gait.
17.2 The Client warrants that all designs, specifications or instructions given to Gait will not cause Gait to infringe any patent, registered design or
trademark in the execution of the Client’s order and the Client agrees to indemnify Gait against any action taken by a third party against Gait
in respect of any such infringement.
17.3 The Client agrees that Gait may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs,
drawings or Goods which Gait has created for the Client.
18. Default and Consequences of Default
18.1 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 Gait’s sole discretion such interest shall compound monthly at such a rate) after as well as
before any judgment.
18.2 If the Client owes Gait any money the Client shall indemnify Gait from and against all costs and disbursements incurred by Gait in recovering
the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Gait’s collection agency
costs, and bank dishonour fees).
18.3 Further to any other rights or remedies Gait may have under this Contract, if a Client has made payment to Gait, and the transaction is
subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Gait
under this clause 18 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations
under this Contract.
18.4 Without prejudice to Gait’s other remedies at law Gait shall be entitled to cancel all or any part of any order of the Client which remains
unfulfilled and all amounts owing to Gait shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Gait becomes overdue, or in Gait’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by Gait;
(c) the Client 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 Client or any asset of the Client.
19.1 Without prejudice to any other remedies Gait may have, if at any time the Client is in breach of any obligation (including those relating to
payment) under these terms and conditions Gait may suspend or terminate the supply of Goods to the Client. Gait will not be liable to the
Client for any loss or damage the Client suffers because Gait has exercised its rights under this clause.
19.2 Gait 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 Client. On giving such notice Gait shall repay to the Client any money paid by the Client for the
Goods. Gait shall not be liable for any loss or damage whatsoever arising from such cancellation.
19.3 In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by
Gait as a direct result of the cancellation (including, but not limited to, any loss of profits).
19.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production
has commenced, or an order has been placed.
20.1 All emails, documents, images or other recorded information held or used by Gait is Personal Information as defined and referred to in
clause 20.3 and therefore considered confidential. Gait 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”). Gait acknowledges that in the event it
becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by Gait that may result in serious harm to
the Client, Gait will notify the Client 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 Client by written consent, unless subject to an
operation of law.
20.2 Notwithstanding clause 20.1, privacy limitations will extend to Gait in respect of Cookies where transactions for purchases/orders transpire
directly from Gait’s website. Gait 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 Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to Gait when Gait sends an email to the Client, so Gait may collect and review that information (“collectively
In order to enable / disable the collection of Personal Information by way of Cookies, the Client 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 Gait’s website.
20.3 The Client authorises Gait or Gait’s agent to:
(a) access, collect, retain and use any information about the Client;
(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 Client’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by Gait from the Client directly or obtained by Gait 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 Client.
20.4 Where the Client is an individual the authorities under clause 20.3 are authorities or consents for the purposes of the Privacy Act 1993.
20.5 The Client shall have the right to request Gait for a copy of the Personal Information about the Client retained by Gait and the right to request
Gait to correct any incorrect Personal Information about the Client held by Gait.
21. Service of Notices
21.1 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
(e) if sent by email to the other party’s last known email address.
21.2 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.
22.1 If the Client 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 Gait may have notice of the Trust, the Client covenants with Gait as follows:
(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
(b) the Client 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 Client against the Trust or the trust fund. The Client 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 Client will not without consent in writing of Gait (Gait will not unreasonably withhold consent), cause, permit, or suffer to happen any
of the following events:
(i) the removal, replacement or retirement of the Client 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.
23. Dispute Resolution
23.1 All disputes and differences between the Client and Gait touching and concerning this Contract 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.
24.1 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.
24.2 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 Tauranga Courts of New Zealand.
24.3 Gait shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit)
suffered by the Client arising out of a breach by Gait of these terms and conditions (alternatively Gait’s liability shall be limited to damages
which under no circumstances shall exceed the Price of the Goods).
24.4 Gait may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
24.5 The Client cannot licence or assign without the written approval of Gait.
24.6 Gait 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 Client agrees and understands that they have no authority to give any instruction to any of Gait’s sub-contractors
without the authority of Gait.
24.7 The Client agrees that during the term of the Contract and following the termination of the Contract for any reason, the Client will not attempt
to canvass, solicit, entice, encourage or persuade any contractor/s, employee or consultant of Gait to terminate their contract or employment
24.8 The Client agrees that Gait may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such
to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise
at such time as the Client makes a further request for Gait to provide Goods to the Client.
24.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other
event beyond the reasonable control of either party.
24.10 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.