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RAVENSDOWN LIMITED  

(Ravensdown)

GENERAL SUPPLY TERMS AND CONDITIONS

[September 2012]

These terms and conditions apply to all purchases of Goods or Services by Ravensdown unless agreed otherwise by Ravensdown in writing.

  1. SCOPE OF TERMS

    • 1.1 These terms set out the terms on which the Supplier supplies Goods and Services to Ravensdown, and apply to all such supplies subject to clause 1.2 and any other agreement in writing between Ravensdown and the Supplier.
    • 1.2 Where there is any conflict or inconsistency between these terms and any Purchase Order the terms of the Purchase Order shall prevail.
    • 1.3 These terms override any standard terms and conditions printed on any form or on any other document relating to the supply of Goods and/or Services by the Supplier (including any quotation, tender, packing slip, invoice, account statement or other communication by the Supplier).
    • 1.4 Unless Ravensdown has given to the Supplier a binding Purchase Order for a specified quantity required by Ravensdown, Ravensdown shall be under no obligation to purchase any Goods and/or Services from the Supplier, notwithstanding any representation by or on behalf of Ravensdown of its likely requirements for any particular Goods and/or Services.
    • 1.5 Ravensdown may vary these terms from time to time by written notice to the Supplier.  Any varied terms will also be posted on Ravensdown’s website at www.ravensdown.co.nz.  Any varied terms will apply to the provision of all Goods and Services by the Supplier to Ravensdown under any Purchase Order submitted after such variation is made.
  2. ORDERING PROCEDURE

    • 2.1 Ravensdown may place orders with the Supplier as and when it requires any Goods and/or Services to be supplied to it by the Supplier.
    • 2.2 Orders shall be in the form of a written Purchase Order which shall specify:
      • (a) the Goods or Services required;
      • (b) the specifications for the Goods or Services;
      • (c) the quantity required;
      • (d) the place for, and method of, Delivery of Goods;
      • (e) the Delivery Date and/or Completion Date; and
      • (f) the details of any additional insurance required,vexcept where any such particulars are not relevant to the particular Purchase Order, and shall also contain any other relevant particulars.
    • 2.3 Acceptance by the Supplier of a Purchase Order shall be deemed to occur on receipt of the Purchase Order by the Supplier, unless the Supplier notifies Ravensdown in writing within 2 Business Days following receipt that it is unable for any reason to fulfil the Purchase Order.  Acceptance of a Purchase Order gives rise to a separate contract between the Supplier and Ravensdown for the supply of the Goods and/or Services referred to in the Purchase Order, on these terms.
    • 2.4 Ravensdown may change any Purchase Order at any time, by delivering to the Supplier a revised Purchase Order which refers to the original Purchase Order and outlines the manner in which it is being changed.  Ravensdown shall reimburse the Supplier for any reasonable costs incurred by the Supplier in meeting the first Purchase Order up to the time of the revised Purchase Order being given to the Supplier.
  3. CANCELLATION

    • 3.1 Ravensdown may, at its option, cancel any Purchase Order for unperformed Services.
    • 3.2 Ravensdown may, at its option, cancel any Purchase Order for any undelivered Goods.  If a Purchase Order covers any standard stock Goods, Ravensdown's only obligation shall be to pay for Goods which were Delivered prior to the notice of such cancellation being given to the Supplier.
    • 3.3 If the Purchase Order covers Goods which are manufactured or fabricated to Ravensdown's specifications or to specifications prepared by the Supplier for Ravensdown, then upon receipt of a notice of cancellation the Supplier shall cease manufacture, supply or work in accordance with and to the extent specified in the notice, and shall do everything reasonably possible to mitigate any cost after such cancellation.
    • 3.4 Provided that there has been no default by the Supplier under these terms or any agreement between the Supplier and Ravensdown and that the Supplier does everything reasonably possible to mitigate any cost, Ravensdown shall pay to the Supplier the cost incurred by the Supplier in connection with the Purchase Order prior to the notice of such cancellation being given to the Supplier.  Upon such payments being made by Ravensdown, title to and property in any material or incomplete Goods shall pass to Ravensdown.
    • 3.5 Notwithstanding the remainder of this clause 3, in the event that the Supplier is in default under these terms or any agreement between the Supplier and Ravensdown, Ravensdown may, at its option, cancel any Purchase Order without any payment of any kind (including compensation) to the Supplier.
  4. PAYMENTS

    • 4.1 Ravensdown will pay the Fees for any Goods and/or Services supplied pursuant to any Purchase Order no later than the 20th day of the month following the month in which the Supplier's invoice is received by Ravensdown or the date of Delivery or Completion, whichever is the later.
    • 4.2 Any GST properly chargeable in respect of supplies of Goods or Services by the Supplier to Ravensdown shall be payable by Ravensdown to the Supplier in addition to the amounts otherwise payable under these terms, where such amounts are specified to be exclusive of GST.
    • 4.3 Ravensdown may set off against any amount due and payable by Ravensdown to the Supplier, any amount due and payable by the Supplier to Ravensdown or another member of the Ravensdown group.
  5. WARRANTIES AND PERFORMANCE

    • 5.1 The Supplier warrants to Ravensdown that all Goods supplied to Ravensdown, unless otherwise specifically agreed to in writing by Ravensdown, shall:
      • (a) be Delivered to the place specified in the Purchase Order no later than the Delivery Date;
      • (b) be new and unused;
      • (c) be fit for the purpose for which the Goods are intended to be used by Ravensdown;
      • (d) be of good merchantable quality;
      • (e) be manufactured according to any specifications referred to in the applicable Purchase Order, and otherwise in accordance with Good Industry Practice;
      • (f) be in conformity with the description of the Goods in the applicable Purchase Order;
      • (g) be free of all Encumbrances, so that the Supplier is able to pass clear title to the Goods to Ravensdown;
      • (h) perform in accordance with any technical specifications set out in or referred to in the Purchase Order, and otherwise in accordance with Good Industry Practice; and
        • (i) conform with any sample provided by the Supplier to Ravensdown as a quality standard reference and accepted as such by Ravensdown.
        • These warranties are in addition to, and do not derogate from, any other warranties or guarantees given by the Supplier or any other person including any manufacturer.  Further, these warranties shall apply notwithstanding that any Goods have been inspected or tested by Ravensdown pursuant to clause 8.
    • 5.2 The Supplier warrants to Ravensdown that all Services supplied to Ravensdown, unless otherwise specifically agreed to in writing by Ravensdown, shall:
      • (a) be provided promptly and properly by competent and appropriately qualified personnel, and Completed no later than the Completion Date for such Services; and
      • (b) be performed using due skill, care and diligence, having regard to the nature of the Services to be performed;
      • (c) be provided according to any requirements referred to in the Purchase Order, and otherwise in accordance with current best industry standards in relation to the Services provided and, where applicable, with the relevant Standards and Codes of Practice published by Standards New Zealand.
    • 5.3 The Supplier warrants to Ravensdown that all Goods and Services supplied to Ravensdown shall comply with all laws, orders, regulations and standards applicable to the supply of the Goods and Services (including, as relevant, the Health and Safety in Employment Act 1992 and the Resource Management Act 1991).
    • 5.4 From the time that title to any Goods passes to Ravensdown, the Supplier assigns to Ravensdown the benefit of all warranties given by third parties in respect of the Goods.  Where the Supplier is unable to assign to Ravensdown any such warranty, the Supplier shall hold such warranty in trust for Ravensdown and will take such action in respect of the warranty at the Supplier’s cost as Ravensdown may reasonably request.
    • 5.5 The Supplier will be liable for any difference in freight charges arising from its failure to follow any transport instructions set out in any Purchase Order or to describe properly the Goods being transported.
    • 5.6 Without limiting the remainder of this clause 5, where any Hazardous Goods are to be supplied by the Supplier or used in the provision of Services by the Supplier, the Supplier shall, immediately after receiving a request to do so from Ravensdown and prior to receipt of a Purchase Order, provide a Material Safety Data Sheet in relation to such Hazardous Goods to Ravensdown for review.
  6. RISK AND TITLE

    • 6.1 Unless the Purchase Order specifies otherwise, risk in Goods shall remain with the Supplier until Delivery of the Goods to Ravensdown is completed.
    • 6.2 Title to all Goods shall pass from the Supplier to Ravensdown upon the earlier of Delivery of the Goods to Ravensdown being completed or payment being made for the Goods by Ravensdown.
    • 6.3 Where Ravensdown has made any progress payment in respect of any Goods, and such Goods are in the course of manufacture or assembly, title to the partly completed or partly assembled Goods and any material and parts to be used in the manufacture of the Goods then on hand shall pass to Ravensdown and shall if requested by Ravensdown be marked so that they can be identified as being the property of Ravensdown.  Notwithstanding that title to such Goods shall have passed to Ravensdown, risk in the Goods will remain with the Supplier until it passes to Ravensdown under clause 6.1.
    • 6.4 Ravensdown may enter any premises owned or occupied by the Supplier or on which any Goods are situated at any time after a default by the Supplier occurs (or before any such event if Ravensdown believes its occurrence is likely) to uplift any Goods and any other property in which the Goods are incorporated.  To the extent permitted by law, Ravensdown will not be liable for, and the Supplier indemnifies Ravensdown against, any Loss the Supplier or any third party incurs as a result of Ravensdown’s actions under this clause.
  7. PACKAGING OF GOODS

    • 7.1 The prices for the Goods shall include the cost of packages and packing suitable for transport of the Goods to and/or within New Zealand, so that they are Delivered in good order and condition to Ravensdown in the manner specified in the Purchase Order.
    • 7.2 The Supplier shall ensure that all packages are labelled clearly by the Supplier to show the number assigned to the Purchase Order by Ravensdown and to comply with the requirements of the carrier of the Goods.
  8. INSPECTION/TESTING OF GOODS

    • 8.1 If requested by Ravensdown, the Supplier shall supply a sample of the Goods which embodies the features described in the Purchase Order to be used as a quality standard reference.  Should technical changes to the Goods be agreed between the parties, the reference sample shall be modified or replaced for Ravensdown by the Supplier.  The modified or replacement reference sample is to be supplied before production of changed Goods is commenced.
    • 8.2 Following a request by Ravensdown, the Supplier shall provide Ravensdown with copies of all manufacture and quality control data for the Goods and applicable information showing compliance with all specified requirements in relation to the Goods ordered by Ravensdown pursuant to any Purchase Order.
    • 8.3 Ravensdown may have the Goods inspected or tested during manufacture or any other time prior to Delivery.  The parties agree that any inspection or testing or omission to do so by Ravensdown shall not constitute acceptance of any non-conforming Goods and shall not impair the right of Ravensdown to reject or revoke acceptance of such Goods, notwithstanding Ravensdown's knowledge of, inspection of or testing of the Goods or its failure to do so, or the ease of discovery of any non-conformity or default in the Goods.
    • 8.4 Without prejudice to clause 8.3, Ravensdown may have the Goods inspected and tested after Delivery and, if the Goods are to be installed in or on any land or premises or incorporated in any plant, such inspection and testing may be carried out after such installation or incorporation and under operating conditions.
  9. REJECTION OF GOODS AND SERVICES

    • 9.1 In the event of any breach of clause 5 in respect of Goods, whether such breach has been ascertained before or after any inspection or testing referred to in clause 8, then, at Ravensdown's option (but without prejudice to any of Ravensdown’s other rights or remedies):
      • (a) the Supplier shall forthwith remedy the defect at no cost to Ravensdown; or
      • (b) Ravensdown may return the Goods to the Supplier at the risk and expense of the Supplier and the Supplier shall forthwith reimburse Ravensdown any money which Ravensdown has paid in respect of such returned Goods.
    • 9.2 Risk in the Goods returned to the Supplier shall pass to the Supplier from the time of despatch by Ravensdown and title to such Goods shall pass to the Supplier on receipt of reimbursement by Ravensdown. Risk in, and title to, any Goods replaced by the Supplier shall pass to Ravensdown at the times specified in clause 6.
    • 9.3 In the event of any breach of clause 5 in respect of Services, then at Ravensdown's option (but without prejudice to any of Ravensdown’s other rights or remedies):
      • (a) the Supplier shall forthwith re-perform the Services at no cost to Ravensdown; or
      • (b) Ravensdown may give notice to the Supplier that it does not accept the Services and the Supplier shall forthwith reimburse Ravensdown any money which Ravensdown has paid in respect of such Services.
  10. RAVENSDOWN PREMISES

    • 10.1 Where the Supplier is required to enter upon any premises of Ravensdown in order to Deliver any Goods or Complete any Services the Supplier will ensure that:
      • (a) the Supplier and its employees, agents and subcontractors comply with the conditions imposed by Ravensdown in respect of their entry on Ravensdown's premises;
      • (b) the activities of Ravensdown or any third party at the premises is not interfered with or impeded in any way by the Supplier or its employees, agents and subcontractors; and
      • (c) the Supplier and its employees, agents and subcontractors comply with all safety and other regulations applicable to the premises (including any health and safety policy or plan which applies in respect of the premises or is otherwise provided by Ravensdown to the Supplier), undertake such training or induction courses as may be required by Ravensdown, and obey all lawful directions given by any authorised personnel of Ravensdown.
    • 10.2 In addition:
      • (a) the Supplier and its employees, agents and subcontractors enter such premises at its own risk; and
      • (b) the Supplier will compensate any third party on such premises for any Loss caused to such third party which arises out of or is connected with the performance of the Purchase Order or the presence of the Supplier, its employees, agents and subcontractors on the premises.
    • 10.3 Upon request by Ravensdown, the Supplier will at its cost prepare and submit to Ravensdown a health and safety plan that addresses all relevant health and safety risks arising from the supply of the Goods and/or Services, and the means by which compliance with all relevant health and safety laws and requirements will be met by the Supplier.  The Supplier will be solely responsible for ensuring compliance with this plan.
  11. ENVIRONMENTAL RISKS

    • 11.1 In Delivering any Goods or Performing any Services:
      • (a) the Supplier will take all practicable steps to minimise any environmental risks arising from the supply of the Goods and/or Services;
      • (b) in relation to environmental risks arising from the supply of the Goods and/or Services, the Supplier will:
        • (i) upon request by Ravensdown, and before commencing supply of the Goods and/or Services, prepare and submit to Ravensdown an environmental plan (Plan) that:
          • (A) complies with all relevant environmental laws and requirements;
          • (B) incorporates any environmental requirements notified by Ravensdown to the Supplier; and
          • (C) addresses all relevant environmental risks arising from the supply of the Goods and/or Services, and sets out the means by which compliance with all relevant environmental laws and requirements will be met by the Supplier;
        • (ii) prior to the Plan being finalised, incorporate any lawful changes to the Plan requested by Ravensdown; and
        • (iii) be solely responsible for complying, and ensuring that its employees, agents and contractors comply, with the Plan.
    • 11.2 The Supplier will indemnify Ravensdown and keep it indemnified against any Loss that Ravensdown suffers or incurs arising out of or in connection with any breach of an environmental law or requirement by the Supplier.
    • 11.3 This clause does not limit any of the Supplier’s other obligations under this agreement.
  12. TERMINATION

    • 12.1 Either party may terminate any outstanding Purchase Order, by giving written notice to the other, in the event that:
      • (a) the other party has not remedied a material breach of these terms or a Purchase Order within 10 Business Days after the date on which the other party receives notice from the first party requiring it to remedy the breach;
      • (b) the other party becomes bankrupt or insolvent in that the other party is not able to pay its debts as they fall due or is placed in liquidation, statutory management, receivership, voluntary administration, is dissolved, or enters into any arrangement for the benefit of its creditors (other than for the purposes of a solvent reconstruction approved by the terminating party); or
      • (c) the other party undergoes any “change of control” which is unacceptable to the terminating party, where a “change of control” means an event or series of related events resulting in a change in the legal or beneficial ownership of more than 50% of the shares or ownership interest in the other party or any holding company or controlling entity of the other party (including by way of an issue of new capital).
    • 12.2 Where Ravensdown terminates any Purchase Order, Ravensdown may cancel the supply of any Goods and/or Services which have not then been Delivered or Completed pursuant to that Purchase Order or any other Purchase Order and shall not be obliged to make any payment for such Goods and/or Services or in respect of such cancellation.  Where the Supplier terminates any Purchase Order, the Supplier may cease manufacture or Delivery of any Goods which have not then been Delivered pursuant to any Purchase Order or the performance of any Services to be performed under any Purchase Order.
    • 12.3 On the termination of any Purchase Order, the Supplier must ensure that all property belonging to Ravensdown is returned in a satisfactory condition to Ravensdown before receiving any payment outstanding in relation to that Purchase Order or any other Purchase Order.
    • 12.4 Termination of any Purchase Order will be without prejudice to any rights, liabilities or obligations of either party which have accrued up to the date of termination, nor will it affect the continuation in force of any clause intended to survive termination (including clauses 5, 13.2, 14 and 15).
  13. INSURANCE AND INDEMNITY

    • 13.1 The Supplier shall maintain at all times insurance cover of not less than the Minimum Insurance Cover in respect of its liability to Ravensdown (including pursuant to the indemnities in clauses 13.2 and 14.2), in addition to any other insurance cover specified in a Purchase Order. The Supplier shall provide to Ravensdown evidence of the existence of such cover upon request.
    • 13.2 The Supplier shall indemnify Ravensdown at all times from any Loss suffered or incurred by Ravensdown arising out of or in connection with any breach of these terms or any Purchase Order by the Supplier.
  14. INTELLECTUAL PROPERTY

    • 14.1 The Supplier warrants that the Goods or the use of them by Ravensdown and/or the Services do not and will not infringe upon or violate any Intellectual Property rights of any third party.
    • 14.2 Without limiting the general indemnity in clause 13.2, the Supplier shall indemnify Ravensdown at all times from any Loss suffered or incurred by Ravensdown arising out of or in connection with any Claim by any third party that the Goods and/or Services supplied by the Supplier to Ravensdown infringe that party’s Intellectual Property rights.
    • 14.3 In order to mitigate any damages, the Supplier shall at its own expense use all reasonable endeavours to:
      • (a) obtain for Ravensdown the legal right to continue to use the Goods and/or obtain the legal right to continue to provide the Services to Ravensdown; or
      • (b) promptly render the Goods and/or Services non-infringing without affecting the performance of the Goods and/or the Services; or
      • (c) in the case of Goods, replace the Goods with non-infringing items of equivalent quality and functionality and, in the case of Services, provide Services of equivalent quality and functionality.
    • 14.4 Unless otherwise provided in any Purchase Order, all plans, drawings, and specifications prepared or supplied by or on behalf of Ravensdown for the purposes of the manufacture and supply of Goods shall be and remain the property of Ravensdown, and shall be used by the Supplier only in the performance of the Purchase Order or any further Purchase Order for the same type of Goods, and shall be returned by the Supplier to Ravensdown on completion of the order made pursuant to the Purchase Order or any further Purchase Order, if so requested by Ravensdown.
  15. CONFIDENTIAL INFORMATION

    • 15.1 Each party acknowledges and agrees that:
      • (a) the details of all Purchase Orders;
      • (b) all communications between the parties; and
      • (c) all information and material supplied by the other party concerning the affairs, transactions or the financial, technical, or commercial arrangements of the other party and any information of a proprietary nature concerning the plans, operations, know-how, trade secrets and expertise of the other party,
      • (together Confidential Information) is by its nature confidential.
    • 15.2 Accordingly, each party agrees:
      • (a) to keep and treat the Confidential Information as confidential and to only use the Confidential Information to the extent necessary to enable that party to perform its obligations under these terms or any Purchase Order; and
      • (b) not to use or attempt to use any Confidential Information for its own advantage or in any manner which may damage the other party’s reputation or cause Loss, whether directly or indirectly to the other party.
    • 15.3 No announcement or public statement concerning the matters contemplated by these terms or any Purchase Order will be made at any time by either party without the prior written consent of the other party.
    • 15.4 This clause 15 does not apply to information to the extent it is legally required to be disclosed, or which is generally known by the public other than by a breach of this clause.
  16. FORCE MAJEURE

    • 16.1 Non-performance by the Supplier or Ravensdown of any of its obligations (other than to pay money) under these terms or any Purchase Order shall be excused, without liability for non-performance, during the time and to the extent that such performance is prevented, wholly or substantially, by Force Majeure.
    • 16.2 The party claiming the benefit of this clause shall promptly give written notice to the other party specifying the cause and extent of its inability to perform any of its obligations under these terms or any Purchase Order and the likely duration of such non-performance.  In the meantime such party shall take all reasonable steps to remedy or abate the Force Majeure.
    • 16.3 Performance of any obligation affected by Force Majeure shall be resumed as soon as reasonably possible after the termination or abatement of the Force Majeure.  If by reason of Force Majeure either party is unable to perform any obligation under these terms or any Purchase Order for a period of 30 days the other party may on giving 7 days’ written notice cancel any outstanding Purchase Order.
    • 16.4 Cancellation of any outstanding Purchase Order under this clause will not affect the accrued rights or liabilities of any party, nor will it affect the continuation in force of any of the clauses specified in clause 12.4.
  17. DISPUTE RESOLUTION

    • 17.1 If any dispute arises concerning these terms or any Purchase Order then the parties must actively, openly and in good faith discuss the dispute with a view to resolving it by mutual agreement.  Either party may initiate the negotiations by giving written notice to the other party and naming in that notice its representative in the negotiations.  The other party must then promptly name its representative in the negotiations.  Each representative must have authority to settle the dispute.  Within 5 Business Days of the parties having advised each other of their representatives of the parties in dispute, the representatives must enter into negotiations to try to resolve the dispute.
    • 17.2 If the dispute is not resolved within the following 20 Business Days, or within a longer period agreed in writing by the representatives, either party may refer the dispute to arbitration under the Arbitration Act 1996 (excluding clauses 4 and 5 of the Second Schedule) by a sole arbitrator appointed by the parties or, failing agreement within 5 Business Days, by the President for the time being of the New Zealand Law Society (or his or her nominee) upon application by either party.  The arbitrator’s decision shall be final and binding on the parties (subject to manifest error).
    • 17.3 Nothing in this clause 17 precludes a party seeking or obtaining interlocutory relief against any other party or person where the party believes the relief is necessary for the urgent protection of the party’s rights or property.
  18. NOTICES

    • 18.1 Every notice or communication which a party gives to the other party concerning anything relating to these terms or any Purchase Order (a notice) must be in writing and delivered to the party to whom it is to be sent at the address, facsimile number or email address set out in the relevant Purchase Order (or as otherwise designated by that party in writing to the other party).
    • 18.2 A notice shall be deemed to have been received:
      • (a) if delivered by hand, at the time of delivery;
      • (b) if sent by post with postage prepaid, on the 2nd Business Day after the date of mailing;
      • (c) if sent by facsimile, on the day on which the transmission is sent (provided that if there is any dispute over the fact of transmission in any particular case, production by the sender of a confirmation of clear transmission shall be conclusive evidence of transmission and shall bind the parties accordingly); and
      • (d) if sent by email, on the day of transmission provided the party who sends the notice or communication receives a return email from the other party acknowledging receipt of the email, in each case provided that notices received after 5:00pm on a Business Day are deemed to have been received on the next Business Day.
  19. MISCELLANEOUS

    • 19.1 Entire agreement: These terms (and each relevant Purchase Order) represent the entire agreement between the parties in respect of the supply of Goods and/or Services covered by that Purchase Order, and replaces all earlier negotiations, representations, warranties, understandings and agreements, whether oral or written relating to such matters.
    • 19.2 Relationship of the parties: Nothing in these terms or any Purchase Order constitutes a partnership, joint venture or relationship of employer and employee between the parties.  Except as otherwise provided in these terms or any Purchase Order, neither party may act or hold itself out as an agent or representative of the other party, nor assume or create any obligations on behalf of the other party.  
    • 19.3 Assignment: The Supplier may not assign all or any of its rights and obligations under these terms or any Purchase Order without Ravensdown’s prior written consent, which consent may be given or withheld in its sole discretion.  
    • 19.4 Subcontracting: The Supplier may only subcontract the performance of any of its obligations with Ravensdown’s prior written consent, which consent may be given or withheld in its sole discretion.  The Supplier will remain fully responsible for the performance of any obligations which have been subcontracted.
    • 19.5 Severability: If any part of these terms is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, such determination will not impair the enforceability of the remaining parts of these terms.
    • 19.6 No waiver: A waiver of any of these terms or any Purchase Order will not be effective unless given in writing, and then it will be effective only to the extent that it is expressly stated to be given. A failure, delay or indulgence by either party in exercising any power or right will not operate as a waiver of that power or right.  A single exercise or partial exercise of any power or right will not preclude further exercises of that power or right or the exercise of any other power or right.
    • 19.7 Costs: Each party will meet its own costs in relation to the negotiation, preparation and implementation of any Purchase Order.
    • 19.8 United Nations convention: The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms or any Purchase Order.
    • 19.9 Governing law: These terms shall be governed by and construed in accordance with the laws of New Zealand, and the parties hereby submit to the exclusive jurisdiction of the Courts of New Zealand.
  20. DEFINITIONS AND CONSTRUCTION
    • 20.1 In these terms, unless the context requires otherwise:
      • Business Day  means any day of the week (other than Saturday, Sunday and statutory holidays) on which registered banks are open for general banking business in Christchurch (and does not include any day during the period commencing on 25 December of one year and ending on 4 January of the next year)
      • Claim  means any liability, claim, action, notice, demand or proceeding of any kind, including for negligence, nuisance or statutory breach;
      • Confidential Information  has the meaning given to that term in clause 15;
      • Complete  means, in the case of Services, the completion of the performance of those Services in the manner specified in the Purchase Order, and Completion has a corresponding meaning;
      • Completion Date  means the date or dates specified in a Purchase Order (or as otherwise agreed in writing by Ravensdown and the Supplier) for Services to be Completed;
      • Deliver means, in the case of Goods, deliver in good order and condition in the manner and to the place specified in the Purchase Order, and Delivery has a corresponding meaning;
      • Delivery Date means the date or dates specified in a Purchase Order (or as otherwise agreed in writing by Ravensdown and the Supplier) for Goods to be Delivered;
      • Encumbrance  includes any mortgage, lien, charge and encumbrance whether equitable or otherwise over any Goods (or any part thereof) and includes any interest adverse to the Supplier’s exclusive ownership and right to transfer the Goods to Ravensdown unencumbered by any interest adverse to Ravensdown;
      • Fees means the fees to be paid by Ravensdown to the Supplier for Goods and/or Services supplied pursuant to any Purchase Order, as set out in that Purchase Order or otherwise agreed in writing between the parties;
      • Force Majeure  means any event or circumstance beyond the control of the party claiming the benefit of clause 16, which that party is unable to prevent or overcome by the exercise of reasonable care and at a reasonable cost, but does not include any event which the party affected could have prevented or overcome by exercising a standard of reasonable care or a lack of funds for any reason;
      • Goods includes any chattels, equipment, plant, vehicles, Intellectual Property, software, chemicals, substances and other personal property other than money, 
      • GST means goods and services tax properly chargeable under the Goods and Services Tax Act 1985;
      • Good Industry Practice means:
        • (a) in the context of manufacturing of Goods, that degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced manufacturer engaged in the same type of undertaking under the same or similar circumstances at the time;
        • (b) in the context of the performance of Goods, means that the Goods perform as would reasonably and ordinarily be expected if manufactured in accordance with Good Industry Practice, and also meet and perform to all applicable industry standards applying;
      • Hazardous Goods means any Goods which may impair human, plant or animal health or may adversely affect the health or safety of any person or the environment or cause damage to any property (and whether or not contained in or forming part of any other Goods) and includes any hazardous substance within the meaning of that term in the Hazardous Substances and New Organisms Act 1996;
      • Intellectual Property means any rights under a patent, trade mark, service mark, copyright, registered design, trade secret or similar proprietary right relating to any Goods or Services and includes plans, drawings and specifications;
      • Loss means any loss, damage, costs, liabilities or expenses, including property damage, environmental damage, compensation payable to any person, fines, consequential loss, indirect loss, loss of profits, and legal fees and costs (whether in relation to any Claim or otherwise);
      • Material Safety Data Sheet means a document in the form specified from time to time by Ravensdown which contains specific information as to the identification and safety of a product including product identification, health hazard information, precautions for use, safe handling information and other additional relevant information pertaining to the applicable Hazardous Goods;
      • Minimum Insurance Cover means:
        • (a) in respect of public liability cover, $10,000,000 per event or such other level of cover specified in a Purchase Order;
        • (b) in respect of material damage cover for loss or damage to the Supplier’s equipment such level of cover specified in a Purchase Order; and
        • (c) in respect of Goods, full replacement value, on usual terms and conditions;
      • Purchase Order means a document (whether electronic or paper based) which evidences an order by Ravensdown to the Supplier to supply Goods and/or Services (whether such document is called a purchase order or not), and where the Purchase Order has been changed in accordance with clause 2.4 means the Purchase Order as changed;
      • Services means any activity which the Supplier agrees to undertake pursuant to a Purchase Order other than the sale of Goods; and
      • Supplier means the counterparty to the relevant Purchase Order.
    • 20.2 In the construction of these terms, unless the context requires otherwise:
      • Business Days:  anything required by these terms or any Purchase Order to be done on a day which is not a Business Day may be done effectually on the next Business Day;
      • Currency:  a reference to any monetary amount is to New Zealand currency;
      • Inclusion:  referring to anything after the word “including”, “include” or “includes” does not limit what else might be included and any such reference is without limitation to what else might be included;
      • Parties:  a reference to any person includes that person's personal representatives/successors and permitted assigns;
      • Person:  a reference to a person includes a corporation sole and also a body of persons, whether corporate or unincorporate;
      • Singular, Plural and Gender:  the singular includes the plural and vice versa, and words importing one gender include the other genders;
      • Statutes and Regulations:  a reference to an enactment or any regulations is a reference to that enactment or those regulations as amended, or to any enactment or regulations substituted for that enactment or those regulations; and
      • Time:  references to time are to New Zealand Time.