1.1 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Vanguard 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 assignees.

1.2 “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 using Vanguard’s 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 making enquiries via the website.

1.3 “Completion” means the installation of the Product at the Site.

1.4 “Consents” means all resource consents, building consents, engineering approvals and all other consents, permits, waivers and authorities required from any local or territorial authority for the Project.

1.5 “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.

1.6 “Goods” means all goods, Products or services supplied by Vanguard 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).

1.7 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Vanguard and the Client in accordance with clause 5 below.

1.8 “Product” means all materials and structures supplied by Vanguard as part of the Project.

1.9 “Project” means installation of the Product as specified in this Contract and includes any drawings or designs completed by Vanguard for the Project.

1.10 “Site” is as specified in this Contract and includes all areas where the Project is to be carried out.

1.11 “Vanguard” means Vanguard Group Limited (NZ company number 1792656), Vanguard Group AU Pty Ltd (ACN 678 883 291), its successors, subsidiaries and assigns (as applicable).

2.1 The Client is taken to have 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 Vanguard and it has been approved with a credit limit established for the account.

2.5 In the event that the supply of Goods requested exceeds the Client’s credit limit and/or the account exceeds the payment terms, Vanguard reserves the right to refuse delivery.

2.6 None of Vanguard’s agents or representatives are authorised to make any representations, statements, conditions, or agreements not expressed by the manager of Vanguard in writing, nor is Vanguard bound by any such unauthorised statements.

2.7 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, Vanguard reserves the right to vary the Price with alternative Goods as per clause 5.5, subject to prior confirmation and agreement of both parties. Vanguard also reserves the right to halt all Services until such time as Vanguard and the Client agree to such changes. Vanguard shall not be liable to the Client for any loss or damage the Client suffers due to Vanguard exercising its rights under this clause.

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, section 9 of the Electronic Transactions (Queensland) Act 2001, or any other applicable provisions of that Act or any Regulations referred to in the relevant Act.

3.1 The Client acknowledges and agrees that it will provide Vanguard with access to the Site on the date(s) agreed between the parties and the Client must obtain all Consents required for the Project prior to the date(s) of access. For the avoidance of doubt, the Client is responsible for payment of all fees and other costs, charges and/or deposits required in relation to obtaining the required Consents.

3.2 Vanguard will notify the Client of the date Vanguard estimates Completion to occur. Vanguard will use its best endeavours to adhere to any estimates that it provides the Client. However, Vanguard does not warrant that Completion will occur on or before that date and will not be liable for any damages, including liquidated damages, if Vanguard fails to meet the estimated Completion date.

3.3 Unless otherwise agreed, the Project will be completed within a consecutive and uninterrupted installation period within the normal working hours being 8:00 am and 5:00 pm, Monday to Friday. Any delays caused by undisclosed obstructions (including but not limited to, in-ground services, excess steelwork, or disruptive site activities) or layout changes requested by the Client may be charged as extras, along with any other delays outside of Vanguard’s reasonable control.

3.4 The Client will:

(a) promptly provide Vanguard with all information reasonably required and requested by Vanguard to complete the Project, including building structure plans;
(b) duly meet all payment and its other obligations under this Contract;
(c) obtain Vanguard’s prior written approval in the event any other contractors require access to the Site;
(d) arrange for any necessary scanning to identify in-ground services that may interfere with Project works;
(e) unload the Product upon delivery to the Site and provide dry and secure storage for the Product until installation is completed; and
(f) Handle all traffic management requirements for work conducted in public areas.

3.5 The Client warrants that:

(a) it is the owner of the Site or is authorised by the owner of the Site to contract Vanguard to carry out the Project on the Site;
(b) Vanguard will have free and unimpeded access to the Site to carry out the Project;
(c) it holds all Consents for the Project;
(d) the Site will be cleared of all debris prior to commencement of the Project;
(e) all information it provides to Vanguard under this Contract is true and accurate; and
(f) it and its personnel will promptly and duly comply with all requirements imposed under a Consent.

3.6 Vanguard will:

(a) undertake the Project with reasonable skill, care, and diligence in a professional manner; and
(b) liaise with the Client during the Project in accordance with the Client’s reasonable requirements.

4.1 The Client shall give Vanguard 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, change of trustees or business practice).

5.1 As issued by Vanguard the Price shall be either:

(a) as indicated on any invoice provided by Vanguard to the Client; or
(b) where it is not indicated on an invoice, then Vanguard’s quoted price (subject to clause 5.5) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

5.2 The currency of the Price to be charged by Vanguard to the Client will be listed on the relevant invoice. If the currency is not specified, the currency will be New Zealand dollars.

5.3 Prices quoted are based on full supply and one delivery. Vanguard will not be liable for the costs of re-delivery in the event the Goods are required to be re-delivered for any reason.

5.4 Any variations to the Project or additional works not included in the original Contract will be charged on a labour and materials basis, unless otherwise agreed in writing by Vanguard, in accordance with clause 11.

5.5 Vanguard reserves the right to change the Price, by prior written notice to the Client:

(a) if a variation to the Goods which are to be supplied is requested;
(b) if a variation to the Services originally scheduled is requested; or
(c) if during the course of the Services, the Goods are not or cease to be available from Vanguard’s third-party suppliers, then Vanguard reserves the right to provide alternative Goods as agreed to between the Client and Vanguard.

5.6 At Vanguard’s sole discretion prepayment or a deposit may be required, in the following circumstances:

(a) indent orders or custom product runs of Goods require a 50% deposit and Vanguard will commence production of the Goods following payment;
(b) in relation to a Project, a Clients who do not have a trade account with Vanguard, Vanguard requires a 50% deposit upfront, with the balance payable within 7 days of Completion; or
(c) a 30% deposit may be required upon confirmation of order of Goods if full supply is not required within 8 weeks.

5.7 Goods ordered by a Client who does not have a trade account with Vanguard, are required to pay for the Goods prior Vanguard shipping the Goods.

5.8 Vanguard’s standard payment terms for trade accounts are strictly 20th of the month following unless otherwise agreed.

5.9 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Vanguard invoice reflecting terms presented in the quote/s.

5.10 Payment may be made by electronic/on-line banking, or by any other method as agreed to between the Client and Vanguard.

5.11 On any default by the Client Vanguard may re-allocate any payments previously received and allocated.

5.12 Neither party shall be able to offset monies owed by the other party. In the event of dispute, the Price remains payable in full unless a subsequent credit or revised invoice is issued upon mutual agreement.

5.13 Product and freight costs on Projects may be invoiced separately from installation costs, depending on installation timeframes.

5.14 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Vanguard an amount equal to any GST Vanguard must pay for any supply by Vanguard 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.

5.15 In the event a Client requires Vanguard to submit an invoice via a customer portal, Vanguard retains the right to apply a processing fee.

6.1 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 Vanguard’s address; or
(b) Vanguard (or Vanguard’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.

6.2 If Delivery is not part of the Price that must be clearly described in the quote.

6.3 Vanguard is authorised to deliver the Goods at the address given to Vanguard by the Client for that purpose and it is expressly agreed that Vanguard shall be taken to have delivered the Goods in accordance with this Contract if at that address Vanguard obtains from any person a receipt or a signed delivery docket for the Goods.

6.4 Any time specified by Vanguard 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. Vanguard will not be liable for any loss or damage incurred by the Client as a result of Delivery being late.

7.1 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.

7.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Vanguard is entitled to receive payment for the cost of the goods.

7.3 If the Client requests Vanguard to leave Goods outside Vanguard’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.

8.1 The Client and Vanguard 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 and/or Goods, including all applicable health and safety legislation and regulations.

8.2 Vanguard shall obtain (at the expense of the Client) all licenses and approvals that may be required for the Services.

9.1 Vanguard and the Client agree that ownership of the Goods shall not pass until the Client has paid Vanguard for the Goods.

9.2 Receipt by Vanguard of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

9.3 It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 9.1:

(a) the Client is only a bailee of the Goods and must return the Goods to Vanguard on request.
(b) 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 Vanguard and must pay or deliver the proceeds to Vanguard on demand.
(c) 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 Vanguard and must sell, dispose of, or return the resulting product to Vanguard as it so directs.
(d) Vanguard may recover possession of any Goods in transit whether or not Delivery has occurred.
(e) 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 Vanguard; and
(f) Vanguard may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
9.4 This clause 9 creates a security interest (as defined in the Personal Properties Securities Act 1999) in all of the Goods supplied to the Client under the Contract.

10.1 The Client shall inspect the Goods on Delivery and shall within seven (7) days of Delivery (time being of the essence) notify Vanguard of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote.

10.2 The Client agrees and acknowledges that indent orders or custom product runs cannot be returned.

10.3 A merchandise authorisations (RMA) form must be submitted for goods to be accepted for return, in accordance with Vanguards return policy which can be accessed at https://www.vanguardgroup.co.nz/request-a-return/.

10.4 Goods must be returned in the condition in which they were delivered and with all packaging material in as new condition as is reasonably possible in the circumstances.

10.5 Vanguard will not be liable for Goods which have not been stored or used in a proper manner

10.6 If the Goods are defective or not as stated, the Client may return the Goods for credit or replacement in line with clause 10.4.

11.1 If the Client requires additional work to be undertaken and/or a variation to the scope of the Project (Variation), then:

(a) Vanguard will provide a quote for such Variation;
(b) Vanguard will advise of any time extension required for the Completion of that Variation;
(c) if the Client accepts the quote and time extension, then the Variation and the agreed quote and time extension will be recorded in writing (including by email correspondence) as a variation to this Contract;
(d) payment for the Variation will be in accordance with clause 5;
(e) where a Variation is agreed, the Contract will be deemed to be varied accordingly. These Terms of Trade will continue to apply to the Variation.

11.2 If the parties do not reach agreement under clause 11.1, there will be no Variation to the Contract, and the parties remain bound by the terms of this Contract.

11.3 If the parties fail to agree the Price, Vanguard may undertake the additional works in the requested Variation and is entitled to charge a price, being the higher of:

(a) the price charged by Vanguard to the Client for the existing supply of the Goods to the Client; or
(b) the standard rate charged by Vanguard to clients generally.

12.1 For Goods not manufactured by Vanguard, the warranty shall be the current warranty provided by the manufacturer of the Goods. Vanguard 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.

12.2 Vanguard will, at the Client’s written request, supply a copy of any warranty that is stated to the Client.

13.1 If the Client is acquiring Goods for the purposes of a trade or business in New Zealand, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by Vanguard to the Client.

13.2 If the Client is acquiring Goods for the purposes of a trade or business in Australia, the Client acknowledges that the provisions of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)) (“CCA”) do not apply to the supply of Goods by Vanguard to the Client.

14.1 Where Vanguard has designed, drawn, or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Vanguard. Under no circumstances may such designs, drawings and documents be used other than for the original purposes of the Client without the express written approval of Vanguard.

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

14.3 The Client agrees that Vanguard may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, or Goods which Vanguard has created for the Client.

15.1 If the Client does not make any payment by the due date or exceeds its credit limit at any time, Vanguard may, in its sole discretion, charge the Client interest on any portion of the Client’s account that is overdue at the rate of 2% above the Official Cash Rate (OCR) set by the Reserve Bank of New Zealand, calculated from the date the payment was due until the date payment is made (both dates inclusive).

15.2 Overdue and defaulted payments may affect the Client’s credit rating status.

15.3 Without prejudice to Vanguard’s other remedies at law Vanguard shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Vanguard shall, whether or not due for payment, become immediately payable if:

(a) any money payable to Vanguard becomes overdue, or in Vanguard’s reasonable 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 Vanguard;
(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.

16.1 Without prejudice to any other remedies Vanguard may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Vanguard may suspend or terminate the supply of Goods to the Client immediately, upon written notice to the Client. Vanguard will not be liable to the Client for any loss or damage the Client suffers because Vanguard has exercised its rights under this clause.

17.1 All emails, documents, images or other recorded information held or used by Vanguard is “Personal Information” as defined and referred to in clause 17.3 and therefore considered confidential. Vanguard acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 or the Privacy Act 1988 (Cth) (as is applicable) (“the Act”) including any guidelines as set out in the relevant Act. Vanguard acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by Vanguard that may result in serious harm to the Client, Vanguard will notify the Client in accordance with the relevant Act. Any release of such Personal Information must be in accordance with the relevant Act and must be approved by the Client by written consent, unless subject to an operation of law.

17.2 Notwithstanding clause 17.1, privacy limitations will extend to Vanguard in respect of Cookies where the Client utilises Vanguard’s website to make enquiries. Vanguard 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 Vanguard when Vanguard sends an email to the Client, so Vanguard may collect and review that information (“collectively Personal Information”)
If the Client consents to Vanguard’s use of Cookies on Vanguard’s website and later wishes to withdraw that consent, the Client may manage and control Vanguard’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

17.3 The Client authorises Vanguard or Vanguard’s agent to:

(a) access, collect, retain and use information about the Client;

(i) including, name, address, D.O.B, occupation, driver’s license details & email address, 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 Vanguard from the Client directly or obtained by Vanguard 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.

17.4 Where the Client is an individual the authorities under clause 17.3 are authorities or consents for the purposes of the relevant Act.

17.5 The Client shall have the right to request (by e-mail) from Vanguard, a copy of the Personal Information about the Client retained by Vanguard and the right to request that Vanguard correct any incorrect Personal Information.

17.6 Vanguard will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.

17.7 The Client can make a privacy complaint by contacting Vanguard via e-mail. Vanguard will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz (if in New Zealand) or the Office of the Australian Information Commission at https://www.oaic.gov.au/privacy (if in Australia).

17.8 The Client acknowledges and agrees that Vanguard may take photographic and video footage of any area where it has been engaged to work, including at a Site, which it may use for promotional and marketing purposes in any medium or format, provided that the Client’s prior written consent is obtained (which may not be unreasonably delayed or withheld).

18.1 Where the Contract is subject to section 24A of the Construction Contracts Act 2002, section 27 of the Building and Construction Industry Security of Payment Act 1999 (NSW), Section 13 of the Building and Construction Industry Security of Payment Act 2002 (VIC), section 16 of the Building Industry Fairness (Security of Payment) Act 2017 (QLD), section 9 of the Building and Construction Industry (Security of Payment) Act 2021 (WA), section 12 of the Building and Construction Industry Security of Payment Act 2009 (SA), Section 13 of the Building and Construction Industry Security of Payment Act 2009 (TAS), section 12 of the Building and Construction Industry (Security of Payment) Act 2009 (ACT), or section 12 of the Construction Contracts (Security of Payments) Act 2004 (NT) (whichever is relevant), the Client hereby expressly acknowledges that:

(a) Vanguard has the right to suspend work within fifteen (15) working days of written notice of its intent to do so if a payment claim is served on the Client, and:

(i) the payment is not paid in full by the due date for payment in accordance with clause 5.8 and/or any subsequent amendments or new legislation and no payment schedule has been given by the Client; or
(ii) a scheduled amount stated in a payment schedule issued by the Client in relation to the payment claim is not paid in full by the due date for its payment; or
(iii) the Client has not complied with an adjudicator’s notice that the Client must pay an amount to Vanguard by a particular date; and
(iv) Vanguard has given written notice to the Client of its intention to suspend the carrying out of work under the construction Contract.

(b) if Vanguard suspends work, it:

(i) is not in breach of Contract; and
(ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Client or by any person claiming through the Client; and
(iii) is entitled to an extension of time to complete the Contract; and
(iv) keeps its rights under the Contract including the right to terminate the Contract; and
(v) may at any time lift the suspension, even if the amount has not been paid or an adjudicator’s determination has not been complied with.

(c) if Vanguard exercises the right to suspend work, the exercise of that right does not:

(i) affect any rights that would otherwise have been available to Vanguard under the Contract and Commercial Law Act 2017; or
(ii) enable the Client to exercise any rights that may otherwise have been available to the Client under that Act as a direct consequence of Vanguard suspending work under this provision.

(d) due to any act or omission by the Client, the Client effectively precludes Vanguard from continuing the Services or performing or complying with Vanguard’s obligations under this Contract, then without prejudice to Vanguard’s other rights and remedies, Vanguard may suspend the Services immediately after serving on the Client a written notice specifying the payment default or the act, omission, or default upon which the suspension of the Services is based. All costs and expenses incurred by Vanguard as a result of such suspension and recommencement shall be payable by the Client as if they were a variation.

18.2 If pursuant to any right conferred by this Contract, Vanguard suspends the Services and the default that led to that suspension continues un-remedied subject to clause 20.1 for at least thirty (30) working days, Vanguard shall be entitled to terminate the Contract.

19.1 To the fullest extent permitted by law:

(a) Vanguard’s liability under this Contract is in substitution for, and to the exclusion of, all other warranties, representations, conditions or obligations imposed or implied by law, statute or otherwise in relation to the Goods (including, without limitation, under the CGA or CCA; and
(b) all liability for any other direct or indirect cost, loss, liability or damage (including special or consequential loss or loss of profits) of any kind is expressly excluded.

19.2 To the maximum extent permitted at law, Vanguard is not liable to the Client for any Consequential Loss sustained or incurred by you arising out of or in connection with this Contract. For the purposes of this clause, Consequential Loss means loss of profit, loss of opportunity, loss of goodwill, damage to business reputation, loss of revenue, loss of contracts, liquidated sums, penalties, losses or damages under any contracts or agreements other than these terms, business interruption or any other similar loss but does not include any loss or damage that may fairly and reasonably be considered to arise naturally, that is according to the usual course of things, from the breach or other act or omission giving rise to the relevant liability.

20.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.

20.2 Reference to:

(a) a party includes that party’s successors, executors, administrators and permitted assigns.
(b) clauses is to clauses in these Terms of Trade.
(c) a statute includes:

(i) reference to all regulations, orders, rules or notices made under that statute;
(ii) all amendments to that statute and those regulations, orders or notices; or
(iii) any statute passed in substitution of that statute.

20.3 The Client must not assign any of its rights, powers or obligations under the Contract without Vanguard’s prior written consent.

20.4 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.

20.5 These terms and conditions and any contract to which they apply shall be governed by the laws of the country which the Services are performed, being either New Zealand or the relevant state or territory in Australia, and are subject to the jurisdiction of the courts of such jurisdiction.

20.6 Vanguard 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 Vanguard’s sub-contractors without the authority of Vanguard.

20.7 Any of the Client’s subcontractors or consultants that the Client engages will be responsible to and paid by the Client. Vanguard’s responsibility for such subcontractor or consultant is limited to coordinating its Goods as is required for completion of this Contract.

20.8 The Client agrees that Vanguard may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing and giving 5 working days for responses to be received. If no response is received within this period, the revised terms will be deemed to be accepted by the Client.

20.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, 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 Client to make a payment to Vanguard.

20.10 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.