Terms & Conditions

  1. Definitions
    • “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.
    • “JCL” means Jackson Contracting (2005) Limited, its successors and assigns or any person acting on behalf of and with the authority of Jackson Contracting (2005) Limited.
    • “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting JCL to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      • if there is more than one Customer, is a reference to each Customer jointly and severally; and
      • if the Customer is a partnership, it shall bind each partner jointly and severally; and
      • if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
      • includes the Customer’s executors, administrators, successors and permitted assigns.
    • “Goods” means all Goods or Services supplied by JCL to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    • “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, 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.
    • “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 Customer does not wish to allow Cookies to operate in the background when ordering from the website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website.
    • “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between JCL and the Customer in accordance with clause 5

 

  1. Acceptance
    • The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods.
    • 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.
    • Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
    • Any advice, recommendation, information, assistance or service provided by JCL in relation to the Servcies provided is given in good faith, is based on JCL’s own knowledge and experience and shall be accepted without liability on the part of JCL and it shall be the responsibility of the Customer to confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Services.
    • The Customer acknowledges and accepts that:
      • the supply of Goods on credit shall not take effect until the Customer has completed a credit application with JCL and it has been approved with a credit limit established for the account; and
      • in the event that the supply of Goods request exceeds the Customers credit limit and/or the account exceeds the payment terms, JCL reserves the right to refuse Delivery; and
      • the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, JCL reserves the right to vary the Price with alternative Goods as per clause 2, subject to prior confirmation and agreement of both parties. JCL also reserves the right to halt all Services until such time as JCL and the Customer agree to such changes.  JCL shall not be liable to the Customer for any loss or damage the Customer suffers due to JCL exercising its rights under this clause.
    • 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.
    • The Customer acknowledges and accepts that JCL shall have the sole right to deem works requested by the Customer as being either too dangerous and/or too difficult for JCL to undertake (such as, but not limited, to works on steep terrain, treacherous surfaces, the presence of large overhangs or rock outcrops etc). In such situations JCL shall notify the Customer as soon as is reasonably able of any Services then not performed by JCL. Irrespective of whether JCL chooses to continue the supply of further Services or to cease the supply of any further Services, the Customer shall remain liable to JCL for all Services completed by JCL and the Customer shall not be entitled to treat the ceasing of the Services as an event of default or a breach by JCL in respect of the performance of Services by JCL under this Contract.
    • Upon request from the Customer, JCL may provide a sample of haylage prior to order placement.
    • The Customer requesting or organising JCL to provide Services is acting with or on behalf of any third party (including but not limited to, any sharemilking arrangements) and that third party is intended to be responsible for the payment (or any part thereof) of the Price then in the event that the third party does not pay for the Services when due, the Customer acknowledges that they shall be liable for the payment of the Price as if they had contracted the Services on their own behalf.
    • These terms and conditions may be meant to be read in conjunction with JCL’s Hire Form, and:
      • where the context so permits, the terms ‘Services’ or ‘Goods’ shall include any supply of Equipment, as defined therein; and
      • if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail.

 

  1. Errors and Omissions
    • The Customer acknowledges and accepts that JCL shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
      • resulting from an inadvertent mistake made by JCL in the formation and/or administration of this Contract; and/or
      • contained in/omitted from any literature (hard copy and/or electronic) supplied by JCL in respect of the Services.
    • In the event such an error and/or omission occurs in accordance with clause 1, and is not attributable to the negligence and/or wilful misconduct of JCL; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

 

  1. Change in Control
    • The Customer shall give JCL not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address and contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by JCL as a result of the Customer’s failure to comply with this clause.

 

  1. Price and Payment
    • At JCL’s sole discretion the Price shall be either:
      • as indicated on any invoice provided by JCL to the Customer; or
      • JCL’s quoted price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
    • JCL reserves the right to change the Price:
      • if a variation to the Goods which are to be supplied is requested; or
      • if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
      • if during the course of the Services, the Goods are not or cease to be available from JCL’s third party suppliers, then JCL reserves the right to provide alternative Goods; or
      • where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, limitations to accessing the site and equipment, poor weather conditions, sub-surface soil conditions (such as hard rock barriers such as limestone below the surface, tree stumps or iron reinforcing rods in concrete) ) which are only discovered on commencement of the Services; or
      • in the event of increases to JCL in the cost of labour or materials which are beyond JCL’s control.
    • Variations will be charged for on the basis of JCL’s quotation, and will be detailed in writing, and shown as variations on JCL’s invoice. The Customer shall be required to respond to any variation submitted by JCL within ten (10) working days. Failure to do so will entitle JCL to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
    • At JCL’s sole discretion a deposit may be required.
    • Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by JCL, which may be:
      • on completion of the Services;
      • by way of instalments/progress payments in accordance with JCL’s payment schedule;
      • for certain approved Customers, due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
      • the date specified on any invoice or other form as being the date for payment; or
      • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by JCL.
    • Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and JCL.
    • JCL may in its discretion allocate any payment received from the Customer towards any invoice that JCL determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer JCL may re-allocate any payments previously received and allocated. In the absence of any payment allocation by JCL, payment will be deemed to be allocated in such manner as preserves the maximum value of JCL’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
    • The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by JCL nor to withhold payment of any invoice because part of that invoice is in dispute.
    • Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to JCL an amount equal to any GST JCL must pay for any supply by JCL under this or any other contract for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

 

  1. Provision of the Services
    • At JCL’s sole discretion delivery of the Services shall take place when the Services are supplied to the Customer at the Customer’s nominated
    • Delivery of the Services to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this Contract.
    • JCL may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
    • Any time specified by JCL for delivery of the Services is an estimate only and JCL will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that JCL is unable to supply the Services as agreed solely due to any action or inaction of the Customer then JCL shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.

 

  1. Risk
    • Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
    • If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, JCL is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by JCL is sufficient evidence of JCL’s rights to receive the insurance proceeds without the need for any person dealing with JCL to make further enquiries.
    • If the Customer requests JCL to leave Goods outside JCL’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
    • Where JCL gives advice or recommendations to the Customer, or the Customer’s agent, regarding the suitability of the grass for harvesting (including, but not limited to, moisture content), and such advice or recommendations are not acted upon then JCL shall not be liable in any way whatsoever for any damages or losses that occur.
    • Prior to JCL commencing the Services, the Customer must advise JCL of the precise location of any geographical features on the site and clearly mark the same, including, but not limited to, sinkholes, irrigation ditches, fencing materials, irrigation lines, stumps and any other object that may cause damage to the equipment used in relation to the Services. The Customer agrees to indemnify JCL, and JCL reserves the right to seek compensation from the Customer, in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to geographical features not precisely located and notified.
    • In the event that it rains while raw materials are being cut and/or prepared for processing, extra time and labour will be incurred to ensure product is adequately dry and suitable for processing. Any extra time and labour charges will be treated as a variation (in accordance with clause 2) and shall be the liability of the Customer.
    • JCL shall not be liable for any damage to the site (including damage to the paddock and access routes) where Services are provided during or immediately after poor weather events such as periods of heavy rain and flooding.
    • It is the responsibility of the Customer to properly store haylage in order to avoid incidents of heat build-up and moisture build-up due to condensation that may lead to combustion and damage to other property.
    • Where JCL has not been contracted to provide transportation and storage services, the Customer shall be solely responsible for the arrangement of such in a timely manner. JCL shall not be liable for any extra costs for storage or transport, these will be invoiced to the Customer as an extra charge and will be payable under the same payment terms as the original quoted or estimated amount.
    • Minor inclusions of other plant material in produced material will not constitute a defect. The Customer is encouraged to inspect the produced material upon delivery and if deemed unacceptable, the Customer must inform JCL immediately.  Failure to do so will constitute acceptance of the Goods as delivered.
    • The Customer acknowledges and agrees that in the event the Goods need to be chopped more finely than what is standard, the Customer must inform JCL of this at the time of ordering the Services.
    • It shall be the Customers responsibility to ensure that planted crops are well maintained as per the instructions and advice supplied by JCL. JCL will hold no guarantee for the performance of the crop once planted.
    • If a claim of poor quality Goods is made by the Customer, JCL shall employ the services of an independent testing service or laboratory to rectify the Goods. In the event that the claim is discovered to be without merit, then the Customer shall be held liable for such tests.
    • JCL will take all reasonable precautions against fire during site gas cutting, welding, and other installation procedures. Insurance of buildings and contents etc., and any items installed during installation shall be the responsibility of the Customer.
    • The Customer acknowledges and accepts that the Customer is responsible for all animal welfare and stock control in the vicinity of the Services. JCL shall not be liable for any loss, costs, damages or claims as a result of any onset or spread of animal diseases (including, but not limited to, Mycoplasma Bovis, etc.).
    • As strict control cannot be exercised by Customer over the use of the Goods (including, without limitation, fertiliser use, weather, plant and soil conditions) Customer accepts no responsibility or liability for any failure in performance, losses, damages or injuries (consequential or otherwise) arising from storage, handling, mixing, application or use of the Goods. The Customer assumes all responsibility for the correct selection, use and application of the Goods.

Fertiliser Risk Clauses

  • The Customer acknowledges and accepts that Customer will not be responsible for any incorrect ingredients or ratios of ingredients in the fertilisers. The Customer will not be liable for any loss, damage, costs or claims (including, but not limited to, crop disease, plant burns, stock death, soil deficiencies etc.) as a result of the third-party supplier providing incorrect goods.
  • The Customer accepts and acknowledges:
    • that it is the Customer’s responsibility to inform JCL prior to fertiliser or weed spreading of any organic enterprises adjacent to the property of any streams, shallow aquifers or any other geological feature that could be harmed by the accidental introduction of fertiliser, herbicides or pesticides; and
    • that JCL shall take due care in spraying the specified area, however the Customer accepts that in some circumstances that spray drift of chemicals due to wind or application methods may result in some damage to peripheral areas.

 

  1. Access
    • The Customer shall ensure that JCL has clear and free access to the site at all times to enable them to undertake the Services. JCL 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 JCL.
    • It is the responsibility of the Customer to ensure that access is suitable to accept the weight of laden trucks and machinery. The Customer agrees to indemnify JCL against all costs incurred by JCL in recovering such vehicles in the event they become bogged or otherwise immovable.
    • If JCL is requested or asked permission by the Customer or Customer’s authorised representative to cut, modify, move fencing, implements or other obstructions to gain access to the site, JCL is not liable for any costs of repairs, relocation or any other damages related to the permitted action.
    • It is the Customers responsibility to ensure that the worksite is free from and not accessible by children, livestock and/or pet animals at all times.

 

 

 

  1. Underground/Hidden Locations
    • Prior to JCL commencing any work the Customer must advise JCL of the precise location of all underground/hidden services on the site and clearly mark the same. The underground/hidden mains & services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
    • Whilst JCL will take all care to avoid damage to any underground/hidden services the Customer agrees to indemnify JCL in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 1.

 

  1. Compliance with Laws
    • The Customer and JCL 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 regarding health and safety laws relating to work sites and any other relevant safety standards or legislation.
    • Where applicable, the Customer shall obtain (at the expense of the Customer) all licenses, approvals, applications, resource consents and permits that may be required for the Services.

 

  1. Title
    • JCL and the Customer agree that ownership of the Goods shall not pass until:
      • the Customer has paid JCL all amounts owing to JCL; and
      • the Customer has met all of its other obligations to JCL.
    • Receipt by JCL of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
    • It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 1:
      • the Customer is only a bailee of the Goods and must return the Goods to JCL on request;
      • the Customer holds the benefit of the Customer’s insurance of the Goods on trust for JCL and must pay to JCL the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
      • the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for JCL and must pay or deliver the proceeds to JCL on demand;
      • the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of JCL and must sell, dispose of or return the resulting product to JCL as it so directs;
      • the Customer irrevocably authorises JCL to enter any premises where JCL believes the Goods are kept and recover possession of the Goods;
      • JCL may recover possession of any Goods in transit whether or not Delivery has occurred;
      • the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of JCL;
      • JCL may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

 

  1. Personal Property Securities Act 1999 (“PPSA”)
    • Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
      • these terms and conditions constitute a security agreement for the purposes of the PPSA; and
      • a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Customer to JCL for Services – that have previously been supplied and that will be supplied in the future by JCL to the Customer.
    • The Customer undertakes to:
      • sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which JCL may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
      • indemnify, and upon demand reimburse, JCL for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
      • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of JCL; and
      • immediately advise JCL 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.
    • JCL and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
    • The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
    • Unless otherwise agreed to in writing by JCL, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    • The Customer shall unconditionally ratify any actions taken by JCL under clauses 1 to 12.5.
    • 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.

 

  1. Security and Charge
    • In consideration of JCL agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    • The Customer indemnifies JCL from and against all JCL’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising JCL’s rights under this clause.
    • The Customer irrevocably appoints JCL and each director of JCL as the Customer’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 Customer’s behalf.

 

  1. Defects
    • The Customer shall inspect the Goods on Delivery and shall within seven (7) days of Delivery (time being of the essence) notify JCL of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford JCL an opportunity to inspect the Goods within a reasonable time following Delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which JCL has agreed in writing that the Customer is entitled to reject, JCL’s liability is limited to either (at JCL’s discretion) replacing the Goods or repairing the Goods.
    • Goods will not be accepted for return other than in accordance with 1 above, and provided that:
      • JCL has agreed in writing to accept the return of the Goods; and
      • the Goods are returned at the Customer’s cost within seven (7) days of the Delivery date; and
      • JCL will not be liable for Goods which have not been stored or used in a proper manner; and
      • the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
    • JCL will not accept the return of non-defective Goods for credit.
    • Subject to clause 1, non-stocklist items or Goods made to the Customer’s specifications are not acceptable for credit or return.

 

  1. Consumer Guarantees Act 1993
    • If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by JCL to the Customer.

 

  1. Intellectual Property
    • The Customer agrees that JCL may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which JCL has created for the Customer.

 

  1. Default and Consequences of Default
    • 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 JCL’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    • If the Customer owes JCL any money the Customer shall indemnify JCL from and against all costs and disbursements incurred by JCL in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, JCL’s collection agency costs, and bank dishonour fees).
    • Further to any other rights or remedies JCL may have under this Contract, if a Customer has made payment to JCL, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by JCL under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this Contract.
    • Without prejudice to JCL’s other remedies at law JCL shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to JCL shall, whether or not due for payment, become immediately payable if:
      • any money payable to JCL becomes overdue, or in JCL’s opinion the Customer will be unable to make a payment when it falls due;
      • the Customer has exceeded any applicable credit limit provided by JCL;
      • the Customer 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
      • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

 

  1. Cancellation
    • Without prejudice to any other remedies JCL may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions JCL may suspend or terminate the supply of Goods to the Customer. JCL will not be liable to the Customer for any loss or damage the Customer suffers because JCL has exercised its rights under this clause.
    • JCL may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice JCL shall repay to the Customer any money paid by the Customer for the Goods. JCL shall not be liable for any loss or damage whatsoever arising from such cancellation.
    • In the event that the Customer cancels Delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by JCL as a direct result of the cancellation (including, but not limited to, any loss of profits).
    • Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

 

  1. Privacy Policy
    • All emails, documents, images or other recorded information held or used by JCL is Personal Information as defined and referred to in clause 3 and therefore considered confidential. JCL 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”). JCL acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customers Personal Information, held by JCL that may result in serious harm to the Customer, JCL will notify the Customer 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 Customer by written consent, unless subject to an operation of law.
    • Notwithstanding clause 1, privacy limitations will extend to JCL in respect of Cookies where transactions for purchases/orders transpire directly from JCL’s website.  JCL agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer’s:
      • IP address, browser, email client type and other similar details;
      • tracking website usage and traffic; and
      • reports are available to JCL when JCL sends an email to the Customer, so JCL may collect and review that information (“collectively Personal Information”)

In order to enable / disable the collection of Personal Information by way of Cookies, the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via JCL’s website.

  • The Customer authorises JCL or JCL’s agent to:
    • access, collect, retain and use any information about the Customer;
      • (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
      • for the purpose of marketing products and services to the Customer.
    • disclose information about the Customer, whether collected by JCL from the Customer directly or obtained by JCL from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
  • Where the Customer is an individual the authorities under clause 3 are authorities or consents for the purposes of the Privacy Act 1993.
  • The Customer shall have the right to request JCL for a copy of the Personal Information about the Customer retained by JCL and the right to request JCL to correct any incorrect Personal Information about the Customer held by JCL.

 

  1. Dispute Resolution
    • All disputes and differences between the Customer and JCL 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.

 

  1. Service of Notices
    • Any written notice given under this Contract shall be deemed to have been given and received:
      • by handing the notice to the other party, in person;
      • by leaving it at the address of the other party as stated in this Contract;
      • by sending it by registered post to the address of the other party as stated in this Contract;
      • if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
      • if sent by email to the other party’s last known email address.
    • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

 

  1. Trusts
    • If the Customer at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not JCL may have notice of the Trust, the Customer covenants with JCL as follows:
      • the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
      • the Customer has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
      • the Customer will not without consent in writing of JCL (JCL will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
        • the removal, replacement or retirement of the Customer as trustee of the Trust;
        • any alteration to or variation of the terms of the Trust;
        • any advancement or distribution of capital of the Trust; or
        • any resettlement of the trust property.

 

  1. General
    • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
    • JCL shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by JCL of these terms and conditions (alternatively JCL’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    • JCL may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
    • The Customer cannot licence or assign without the written approval of JCL.
    • JCL may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of JCL’s sub-contractors without the authority of JCL.
    • The Customer agrees that JCL may amend their general terms and conditions for subsequent future contracts with the Customer by disclosing such to the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for JCL to provide Goods to the Customer.
    • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    • 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.