Retail
Conditions of Sale
Effective 1st April 2009

1.0 INTRODUCTION
These Conditions of Sale are expressly made subject to legislation conferring rights of redress against sellers and manufacturers in respect of defective goods insofar as you may be entitled to the benefit of it.

2.0 REPAIR
Should any tyre or tube sold by us and
2.1 made in New Zealand and bearing an GDTNZ name and serial number or
2.2 imported by us and bearing an overseas manufacturer's name and serial number develop any fault which in our opinion is due to a defect in manufacture, processing or material and which in our opinion precludes reasonable service being obtained by the purchaser then provided such tyre or tube is returned within 14 days of the development of the alleged fault to us at the place where the tyre or tube was sold or to any GDTNZ store with all transportation charges prepaid we will either -
2.3 repair the tyre or tube free of charge; or
2.4 make such allowance to the purchaser as we consider reasonable by way of reduction in the then current price for a new reconditioned or repaired tyre or tube as is appropriate after taking into account the service rendered by the tyre or tube in question.
Any tyre or tube so replaced shall become our property and no cash refund will be made.
All warranty adjustments must be made on a properly completed warranty adjustment processing form.

3.0 DISCLAIMER
We expressly disclaim responsibility for any tyres or tubes supplied by us that are
3.1 damaged by accident
3.2 fitted to or used on rims or wheels not to the appropriate or legal specifications or those specifications specified by any tyre
industry association or by the manufacturer of the motor vehicle in question.
3.3 used on wheels or rims out of alignment, damaged or rusty.
3.4 improperly inflated or used with substitutes for air not recommended by us.
3.5 used to carry loads beyond or used to run at speeds higher than the ratings marked on the tyre or specified by any tyre industry association or by the manufacturer of the motor vehicle in question.
3.6 fitted to vehicles used in racing, towage, competitive trials and rallies, speed record attempts or for any other purpose which we consider abnormal.
3.7 altered, reprocessed or repaired in any way other than by or through us.
3.8 bought second hand or blemished.
3.9 used in conjunction with a valve not recommended by us.
3.10 treated with any sealant (whether before or after damage to the tyre or tube).
3.11 improperly fitted or used.
3.12 used or fitted with under sized or over sized tube or flaps (such disclaimers being subject to the provisions of Clause 4.0).

4.0 LIMITATION OF REPRESENTATIONS/GUARANTEES ETC
Other than as expressly provided herein subject always to Clause 12.0:
4.1 we make no representation and give no guarantee whatsoever in respect of any tyres or tubes manufactured or sold or supplied by us; and
4.2 all conditions and warranties whatsoever whether statutory or otherwise are hereby excluded in so far as the same may be lawfully excluded by agreement between the parties to the contract; and
4.3 the Company shall not be liable in respect of any claim of any nature for any injury, loss or damage to any person or property caused by or arising out of the use of any tyres or tubes manufactured, sold or supplied by us.
4.4 in any case of defect or fault, our liability shall be limited to the purchase price of the goods in respect of which the liability arises and we shall have no liability for any indirect or consequential loss or damage PROVIDED THAT this Clause 4.4 shall not prevent a purchaser who is a Consumer from exercising any remedy the purchaser may have under the Consumer Guarantees Act 1993.

5.0 TERMS OF SALE/INTEREST
5.1 Terms are cash on delivery or, for account customers, on the due date shown on the invoice accompanying the goods unless special arrangements have been made.
5.2 If the purchaser does not make payment by the due date then the Company reserves the right to charge interest on the overdue account at the Company's bank overdraft interest rate. The interest to be charged with monthly rests.
5.3 Payment of all moneys shall be without set-off or deduction of any kind unless the purchaser is a Consumer and is entitled to exercise such remedies pursuant to the Consumer Guarantees Act 1993.

6.0 PRICE LIST/CONDITIONS OF SALE
The price list (if attached) and these Conditions of Sale cancel all previous price lists and Conditions of Sale relating to the goods to which these Conditions of Sale apply.
The price list and the prices specified in it are subject to change without notice, and do not constitute an offer to supply.
We reserve the right to supply any order or orders in part or in full All accepted orders will be invoiced at prices current at date of supply.

7.0 RISK
Where goods are delivered into the possession of a carrier for consignment to the purchaser by boat, air transport, road transport, rail or otherwise the goods shall be deemed to be delivered to the purchaser and to be at his risk from such time as they have been delivered into the possession of such carrier notwithstanding that we may pay or bear the freight charges or any part of them.

8.0 PASSING OF PROPERTY
8.1 Property in any goods delivered by the Company to the purchaser shall not pass (and the purchaser shall be a bailee only in respect of such goods) until the purchaser shall have paid all that is owing to the Company whether in respect of the purchase price or contingently or otherwise.
8.2 Until such time the purchaser shall store all goods supplied by the Company in such a way that they are clearly the property of the Company and shall not intermingle the goods in any manner so that the goods are not clearly identifiable.
8.3 If prior to its acquiring property in any goods the purchaser makes any new objects from such goods or intermingles such goods with any other objects or if such become a constituent of any other object, such object shall in any such event forthwith be vested in the Company as surely for all sums owing to the Company whether in respect of the purchase price or contingency or otherwise howsoever.
8.4 If prior to its acquiring property in any goods the purchaser shall sell or purport to sell the same the purchaser shall be deemed to be selling or purporting to sell as the agent of the Company and shall hold as trustee for and hand over to the Company the proceeds of or the claims it has against its purchaser in respect of each sale.
8.5 Prior to the purchaser's acquiring property in any goods the Company may at any time directly or by its agents or servants enter upon any land, premises or property where it believes such goods may be to view and inspect the same and in the event of default by the purchaser (including without limitation default in the payment of any moneys due to the Company) to retake possession thereof.

9.0 NO ALTERATION TO CONDITIONS OF SALE
No employee, representative or agent of the Company has any authority to alter any of these Conditions of Sale.

10.0 RE-SUPPLY TO THIRD PARTY
A purchaser who re-supplies to a third party any tyres or tubes purchased under these Conditions of Sale shall ensure that such third party enjoys no better rights against the Company in respect of such tyres and tubes than would be enjoyed by a purchaser from the Company subject to these Conditions of Sale. The purchaser agrees to keep the Company indemnified accordingly.

11.0 ACCEPTANCE OF CONDITIONS OF SALE
The placing of any order with the Company for tyres or tubes by a purchaser shall constitute deemed acceptance by the purchaser of these Conditions of Sale.

12.0 NON EXCLUSION OF LEGAL RIGHTS
These Conditions of Sale do not and shall not be taken as applying to exclude, restrict or modify in any manner whatsoever:
12.1 the rights conferred upon customers and others by those laws that cannot be lawfully excluded, restricted or modified;
12.2 the remedies conferred on a consumer by any such law;
12.3 the exercise of any such rights or remedies by a consumer; or
12.4 any mandatory condition or warranty implied by any such law in favour of a consumer which cannot be excluded by a contract between the parties to a sale of goods
Where any part of these terms and conditions will otherwise be inconsistent with the mandatory requirements of any such law these Conditions of Sale shall as far as possible be construed so as to be consistent with such law and to that purpose to the extent necessary shall be of no force or effect (but without prejudice to and reserving the full force and effect of the remaining provisions hereof).
12.5 Notwithstanding the provisions of Clause 12.0, nothing in the Consumer Guarantees Act 1993 shall apply to the purchase of goods from the Company, by a person who acquires or holds himself or herself out as acquiring, those goods for the purpose of a business.

13.0 FREIGHT POLICY
The Company reserves the right to charge for freight on delivery of small quantities, urgent deliveries and/or deliveries outside normal distribution areas.

14.0 RETURN OF GOODS
Goods will only be accepted for return with prior approval of the Company.
Goods returned for credit may incur a surcharge to cover costs.

15.0 GST
The purchaser shall pay any goods and services tax or other taxes payable on any goods or services supplied or on any amount payable in terms of these Conditions of Sale.

16.0 DEFINITIONS
In these Conditions of Sale the words us, "we", "our", "Company" and "GDTNZ" means Goodyear & Dunlop Tyres (NZ) Limited and, if appropriate, a related company of GDTNZ.
"Clause" means a clause of these Conditions of Sale.
"Consumer" has the same meaning as Consumer as defined in the Consumer Guarantees Act 1993.
"GDTNZ Name" means any name or Trade Mark used by GDTNZ, including "Dunlop" and "Goodyear".
"GDTNZ store" means any tyre store operated by GDTNZ, including Beaurepaires For Tyres, Frank Allen Tyres and Goodyear Auto Service Centres.

Wholesale
Conditions of Sale
Effective 1st April 2010

1.0 INTRODUCTION
These Conditions of Sale are expressly made subject to legislation conferring rights of redress against sellers and manufacturers in respect of defective goods insofar as you may be entitled to the benefit of it.

2.0 REPAIR
Should any tyre or tube sold by us and
2.1 Made in New Zealand and bearing an GDTNZ name and serial number or
2.2 Imported by us and bearing an overseas manufacturer's name and serial number
2.3 Develop any fault which in our opinion is due to a defect in manufacture, processing or material and which in our opinion precludes reasonable service being obtained by the purchaser then provided such tyre or tube is returned within 14 days of the development of the alleged fault to us at the place where the tyre or tube was sold or to any GDTNZ store with all transportation charges prepaid we will either -
2.4 Repair the tyre or tube free of charge; or
2.5 Make such allowance to the purchaser as we consider reasonable by way of reduction in the then current price for a new reconditioned or repaired tyre or tube as is appropriate after taking into account the service rendered by the tyre or tube in question Any tyre or tube so replaced shall become our property and no cash refund will be made.
All warranty adjustments must be made on a properly completed warranty adjustment processing form.

3.0 DISCLAIMER
We expressly disclaim responsibility for any tyres or tubes supplied by us that are
3.1 Damaged by accident
3.2 Fitted to or used on rims or wheels not to the appropriate or legal specifications or those specifications specified by any tyre industry association or by the manufacturer of the motor vehicle in question.
3.3 Used on wheels or rims out of alignment, damaged or rusty.
3.4 Improperly inflated or used with substitutes for air not recommended by us.
3.5 Used to carry loads beyond or used to run at speeds higher than the ratings marked on the tyre or specified by any tyre industry association or by the manufacturer of the motor vehicle in question.
3.6 Fitted to vehicles used in racing, towage, competitive trials and rallies, speed record attempts or for any other purpose which we consider abnormal.
3.7 Altered, reprocessed or repaired in any way other than by or through us.
3.8 Bought second hand or blemished.
3.9 Used in conjunction with a valve not recommended by us.
3.1 Treated with any sealant (whether before or after damage to the tyre or tube).
3.11 Improperly fitted or used.
3.12 Used or fitted with under sized or over sized tube or flaps (such disclaimers being subject to the provisions of Clause 4.0).

4.0 LIMITATION OF REPRESENTATIONS/GUARANTEES ETC
Other than as expressly provided herein subject always to Clause 3.0:
4.1 We make no representation and give no guarantee whatsoever in respect of any tyres or tubes manufactured or sold or supplied by us; and
4.2 All conditions and warranties whatsoever whether statutory or otherwise are hereby excluded in so far as the same may be lawfully excluded by agreement between the parties to the contract; and
4.3 The Company shall not be liable in respect of any claim of any nature for any injury, loss or damage to any person or property caused by or arising out of the use of any tyres or tubes manufactured, sold or supplied by us.
4.4 In any case of defect or fault, our liability shall be limited to the purchase price of the goods in respect of which the liability arises and we shall have no liability for any indirect or consequential loss or damage
PROVIDED THAT this Clause 4.4 shall not prevent a purchaser who is a Consumer from exercising any remedy the purchaser may have under the Consumer Guarantees Act 1993.

5.0 TERMS OF SALE/INTEREST
5.1 Terms are cash on delivery or, for account customers, on the due date shown on the invoice accompanying the goods unless special arrangements have been made.
5.2 If the purchaser does not make payment by the due date then the Company reserves the right to charge interest on the overdue account at the Company's bank overdraft interest rate. The interest to be charged with monthly rests.
5.3 Payment of all moneys shall be without set-off or deduction of any kind unless the purchaser is a Consumer and is entitled to exercise such remedies pursuant to the Consumer Guarantees Act 1993.

6.0 PRICE LIST/CONDITIONS OF SALE
The price list (if attached) and these Conditions of Sale cancel all previous price lists and Conditions of Sale relating to the goods to which these Conditions of Sale apply.
The price list and the prices specified in it are subject to change without notice, and do not constitute an offer to supply.
We reserve the right to supply any order or orders in part or in full All accepted orders will be invoiced at prices current at date of supply.

7.0 RISK
Where goods are delivered into the possession of a carrier for consignment to the purchaser by boat, air transport, road transport, rail or otherwise the goods shall be deemed to be delivered to the purchaser and to be at his risk from such time as they have been delivered into the possession of such carrier notwithstanding that we may pay or bear the freight charges or any part of them.

8.0 RETURN OF GOODS
Goods will only be accepted for return with prior approval of the Company. Returns up to 14 days from delivery will be accepted without penalty. After 14 days GDTNZ reserves the right to charge a return fee as follows;

• Passenger, Four Wheel Drive, Ultra Light Truck Tyre: $7 (excluding GST) per unit
• Light Truck, Truck, Trailer: $20 (excluding GST) per unit
• Tractor, Farm, Agriculture Tyre: $50 (excluding GST) per unit

Credit
Terms and Conditions of Sale

THE CUSTOMER
a) confirms that the information provided is true and correct and acknowledges that GDTNZ may terminate the Agreement and close the Credit Account if the information is incorrect
b) agrees to be bound by the Agreement
c) confirms that no information has been withheld which GDTNZ should be aware of in considering the Application
d) accepts that the Application and the Agreement is the basis on which GDTNZ agrees to open a Credit Account
e) accepts that ownership of the Goods is subject to the "Ownership and risk" section in the Agreement
f) accepts that GDTNZ may obtain, use and disclose information for credit assessment, debt collection and marketing information in the "Information" section in the Agreement
g) confirms that the Agreement has been read and that the Goods are supplied subject to it
h) acknowledges (where necessary) that the signatory has the authority of the Customer to sign the Application.

Note: where the Applicant is a company or a partnership or a trust all directors/partners/trustees are required to sign the Application.

THE AGREEMENT
Please read the following terms and conditions carefully. They apply to the Goods supplied by GDTNZ.

DEFINITIONS
"Address for Service" means the Postal address or fax number last notified by the Customer.
"Agreement" means the terms and conditions relating to the operation of the Credit Account.
"Application" means the application for Credit Account made by the Customer.
"Credit Account" means the credit account provided by GDTNZ at the request of and for the Customer to enable receipt of goods and services prior to payment.
"Customer" means the person or legal entity described in the Application, buying the Goods from GDTNZ.
"Default Event" means an event where-
a) the customer fails or in GDTNZ's reasonable opinion is likely to fail, to comply with the terms of the Agreement, or any other contract with GDTNZ; or
b) the customer commits an act of bankruptcy; or
c) the Customer enters into any composition or arrangement with creditors; or
d) if the Customer is a company:
aa) the Customer does any thing which would make it liable to be put into liquidation; or
ab) fails to provide a certificate of solvency within 10 days of receiving a written demand from GDTNZ; or
ac) a receiver or statutory or official manager is appointed over all or any of the Customer's assets; or
ad) a resolution is passed or an application is made for the liquidation of the Customer; or
ae) the ownership or effective control of the Customer or the Customer's business is transferred or the nature of the Customer's business is materially altered.
"Due Date" means the date notified by GDTNZ to the Customer by which payment must be made.
"Goods" means goods and/or services provided by GDTNZ at the request of the Customer.
"PPSA" means the Personal Property Securities Act 1999
"Price" means the purchase price of the Goods and any other costs payable by the Customer under the Agreement.
"Sum Owing" means the price charged by GDTNZ for the Goods and any other amounts which GDTNZ is entitled to charge under the Agreement.
"GDTNZ" means Goodyear & Dunlop Tyres NZ Limited, any company which is directly or indirectly a subsidiary of GDTNZ and any duly authorised agent.

PRICE
1. The Customer shall pay the Price stated on the bill issued by GDTNZ0.
2. The Price shall include goods and services tax and any other taxes, duties and levies payable in respect of the Goods at the date of the bill.
3. GDTNZ may:
3.1 alter the Price without notice and the Price of the Goods may be different from the Price quoted or the Price current when the Goods are ordered,
3.2 impose a credit limit at its discretion, and alter the credit limit without notice. Where the credit limit is exceeded, GDTNZ reserves the right to refuse to supply Goods to the Customer.
4. The Customer shall pay the Sum Owing to GDTNZ in full without any deductions, whether by way of set off, counter claim, or any other equitable legal claim.

PAYMENT
5. The Customer shall pay all amounts due to GDTNZ on the Due Date.
6. GDTNZ may apply any payment received from or on behalf of the Customer in reduction of the Sum Owing as GDTNZ thinks fit to preserve any purchase money security interest it has in the Goods.
7. The Customer accepts:
7.1 that GDTNZ continues to supply the Goods on condition that all payments received by GDTNZ from the Customer are valid and made in the ordinary course of the Customer's business.
7.2 GDTNZ receives all payments in the ordinary course of the Customer's business in good faith and in the reasonably held belief as to the validity of those payments unless and until the Customer gives notice in writing to GDTNZ:
7.2.01 of the Customer's inability to pay its due debts; and
7.2.02 that the Customer's purpose in making such payment is to enable GDTNZ to receive more towards satisfaction of the Sum Owing that it would otherwise have received or have been likely to have received in any liquidation/insolvency of the Customer and until receipt of such notice GDTNZ shall be entitled to assume that all payments received from the Customer are made in the ordinary course of the Customer's business.

DELIVERY
8. Unless the parties otherwise agree in writing, delivery shall be deemed to be effected upon the transfer of possession of the Goods to the Customer or a carrier for consignment to the Customer notwithstanding that GDTNZ may pay freight costs.
9. If delivery is delayed for any reason, GDTNZ shall not be liable to the Customer or any other party for any loss sustained due to such delay and GDTNZ reserves the right to cancel delivery of the Goods or such instalments thereof without prejudice to its right to recover the Sum Owing in respect of deliveries already made.
10. GDTNZ reserves the right to charge costs for delivery of small quantities, urgent deliveries and / or deliveries outside normal distribution areas.
    10.1 Delivery Fee:  Deliveries under $250 will incur a charge of $12, except deliveries to the Auckland Region, Wellington (Wellington City, Upper Hutt City, Lower Hutt City and Porirua City) and Christchurch City.
11. If GDTNZ is to deliver the Goods and the Goods are ready for delivery on the dates specified by the order of the Customer but the Customer does not take delivery when requested by GDTNZ to do so, GDTNZ shall be entitled to invoice the Customer the Price in accordance with clause 1.

OWNERSHIP AND RISK
12. Risk of any loss, damage or deterioration of or to the Goods passes to the Customer on delivery. The Customer shall insure the goods for the full insurable value with GDTNZ's interest noted on the insurance policy.
13. Ownership of the Goods remains with GDTNZ and does not pass to the Customer until the Customer:
13.1 pays the Sum Owing to GDTNZ or
13.2 resells the Goods pursuant to the Agreement.
14. The Customer grants a security interest in the Goods to GDTNZ as security for payment of the Goods and for any other amounts from time to time owing by the Customer to GDTNZ, and for the performance by the Customer of all the Customer's other obligations to GDTNZ ("Customer's indebtedness and obligations"). For the purposes of and to ensure a maximum benefit and protection for GDTNZ by virtue of the PPSA (s 36), the Customer confirms and agrees that the Customer intends to and does grant to GDTNZ a security interest in all of the GDTNZ to the Customer) as security for the Customer's indebtedness and obligations.
15. While ownership of the Goods remains with GDTNZ
15.1 the Customer must store the Goods separately so as they may be identified as belonging to GDTNZ.
15.2 GDTNZ authorises the Customer in the ordinary course of its business to use the Goods or sell them for full consideration.
15.3 the authority in 15 is revoked when
15.3.01 a Default Event occurs; or
15.3.02 GDTNZ notifies the Customer at the Address for Service that its authority is revoked.
15.4 if the Goods (for which payment has not been made) are not kept in a manner so as to enable the Goods to be clearly identified as the property of GDTNZ, then GDTNZ is deemed to be the owner of the quantity of the Goods equivalent to the quantity of the Goods for which payment has not been made.
15.5 the Customer must advise GDTNZ immediately of a Default Event or any action by third parties (including any of the Customer's creditors) affecting GDTNZ's security interest in the goods.
15.6 as the Customer's agent (and pursuant to an irrevocable licence granted by the Customer) GDTNZ may enter the premises where the goods are stored and remove them, without being responsible for any damage caused and the Customer shall indemnify GDTNZ against any claim or costs arising from such action.
15.7 GDTNZ may resell any of the Goods and apply the proceeds of sale in reduction of the Sum Owing.
16. The Customer agrees to do anything that GDTNZ requires to ensure that GDTNZ has a perfected security interest in all of the Goods and a purchase money security interest in each part of the Goods to the extent of the purchase price for that part of the Goods.
17. If the Customer resells or uses the Goods before ownership in them has passed to the Customer, the proceeds of such sale or use shall be received and held by the Customer (in whatever form) in trust for both the Customer and GDTNZ. GDTNZ's interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed the Sum Owing. The balance proceeds (if any) shall be the Customer's beneficial interest under that trust.
18. GDTNZ may commence an action for the Price of the Goods sold even where ownership of the Goods may not have passed to the Customer. CONTRACTING OUT OF THE PPSA
19. The Customer waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest under the Agreement.
20. The Customer agrees that:
20.1 if, at any relevant time, GDTNZ does not at that time have priority over all other secured parties in respect of any part of the goods then the Customer and GDTNZ will, for the purposes of section 109 PPSA, be deemed, in accordance with the entitlement to do so under section 107 PPSA, to have contracted out of that section but specifically on the basis that, as between them and only to the extent of that part of the Goods and the operation and application of the PPSA, that section 109 (amended only by the deletion of the words "with priority over all other secured parties") is reinstated and contracted back into; and
20.2 nothing in sections 114, 133 and 134 of the PPSA shall apply to this Agreement, or the security under this Agreement, and waives the Customer's rights under sections 121, 125, 129, 131 and 132 of the PPSA.

CLAIMS AND LIABILITY LIMITATION
21. Should any tyre or tube supplied by GDTNZ to the customer:
21.1 and made in New Zealand and bearing a Dunlop or Goodyear name and serial number or
21.2 imported by GDTNZ and bearing an overseas manufacturer's name and serial number develop a fault which in GDTNZ's opinion is due to a defect in manufacture, processing or material and such defect cannot be rectified by reasonable service then provided such tyre or tube is returned within 14 days of the development of such defect to GDTNZ at the place from which it was delivered by GDTNZ or to any GDTNZ store with all transaction charges prepaid GDTNZ will either
21.3 repair the tyre or tube free of charge; or
21.4 make such allowance to the Customer as it considers reasonable by way or reduction in the then current price for a new reconditioned or repaired tyre or tube as is appropriate after taking into account the service rendered by the tyre or tube in question.
22. Any tyre or tube so replaced shall become GDTNZ property and no cash refund will be made. All warranty adjustments must be made on a properly completed warranty adjustment processing form.
23. GDTNZ expressly disclaims responsibility for any tyres or tubes supplied by it that are
23.1 damaged by accident
23.2 fitted to vehicles used in racing, towage, competitive trials and rallies, speed record attempts or for any other purpose which GDTNZ considers abnormal
23.3 altered, reprocessed or repaired in any way other than through GDTNZ
23.4 bought second hand or blemished at time of delivery by GDTNZ
23.5 used in conjunction with a valve not recommended by GDTNZ
23.6 treated with any sealant (whether before or after damage to the tyre or tube)
23.7 fitted or used in breach of GDTNZ conditions of use
23.8 used or fitted with under sized or over sized tubes or flaps.
(These disclaimers are subject to the provisions of Clause 21 of the Agreement.)
24. Other than expressly provided herein and subject always to Clause 21 of the Agreement:
24.1 GDTNZ makes no representation and gives no guarantee whatsoever in respect of any tyres or tubes manufactured or sold or supplied by it; and
24.2 all conditions and warranties whatsoever whether statutory or otherwise are hereby excluded insofar as the same may be lawfully excluded by the Agreement; and
24.3 GDTNZ shall not be liable in respect of any claim of any nature for any injury loss or damage to any person or property caused by or arising out of the use of any tyres or tubes manufactured or sold or supplied by it.
25. A Customer who re-supplies to a third party any tyres or tubes purchased under this Agreement shall ensure that such third party enjoys no better rights against GDTNZ in respect of such tyres and tubes than would be enjoyed by a Customer from GDTNZ subject to the Agreement. The customer agrees to keep the Company indemnified accordingly.
26. The Agreement does not and shall not be taken as to exclude, restrict or modify in any manner whatsoever:
26.1 the rights conferred upon the Customer by those laws that cannot be lawfully excluded restricted or modified;
26.2 the remedies conferred on the Customer by any such law;
26.3 any mandatory condition or warranty implied by any such law in favour of the Customer which cannot be excluded by a contract between the parties to a sale of goods.

DEFAULT
27. Should a Default Event occur GDTNZ may suspend or terminate the Agreement and the Credit Account, and the Sum Owing shall immediately become due and payable notwithstanding that the Due Date has not arisen.
28. If the Customer does not pay the Sum Owing by the Due Date:
28.1 GDTNZ may charge a default penalty at the default rate of 24% per annum in respect of the Sum owing. Such interest shall accrue on a daily basis from the Due Date until payment in full and is charged by way of damages for failure to pay and does not imply the granting of, or extension of, credit by GDTNZ to the Customer
28.2 GDTNZ may disallow any discounts
28.3 the Customer shall be liable to pay all collection expenses and legal costs of GDTNZ as between solicitor and client, and any collection commissions incurred as a consequence of a Default Event.

INFORMATION
29. The Customer agrees that:
29.1 the personal information provided obtained and retained by GDTNZ at Blenheim St, Upper Hutt about the Customer will be held and used for any or all of the following purposes including determining eligibility for credit; the supply of the Goods; the marketing of goods and services including market research; and enforcing debt and legal obligations under the Agreement
29.2 the Agreement is the Customer's irrevocable authority to GDTNZ to use the personal information for these purposes in clause 29.1 and to provide any personal information (along with details of any dealings between the Customer and GDTNZ) to any third party and to obtain any information concerning the Customer from any other source.
29.3 the Customer must notify GDTNZ of any change in circumstances that may affect the accuracy of the information provided by the Customer to GDTNZ. If the Customer is a natural person the Customer has right of access to, and correction of any personal information held by GDTNZ.

ASSIGNMENT/CANCELLATION
30. GDTNZ shall be entitled to assign to any other person or company all or any part of the Sum Owing and the assignee shall be entitled to claim all or part of the Sum Owing and shall have the same rights of recovery as GDTNZ.
31. GDTNZ shall be entitled to cancel all or any part of any contract or contracts with the Customer and at any time with or without prior notice. Any such cancellation shall be without prejudice to GDTNZ's other rights and remedies including, but not limited to, those which may arise from any breach or non-compliance by the Customer.

OTHER AGREEMENTS
32. If there is any inconsistency between the Agreement and any order submitted by the Customer, or any other arrangement between the parties, the Agreement shall prevail unless agreed in writing by the parties.

WAIVER
33. If at any time GDTNZ does not enforce the Agreement, or grants the Customer time or other indulgence, GDTNZ shall not be construed as having waived the Agreement or its right to later enforce the Agreement.

TERMS SEPARATELY BINDING
34. Each term of the Agreement is separately binding. Where any provision is void, unenforceable or otherwise ineffective by operation of law the enforceability or effectiveness of the remaining provisions shall not be affected.

CHANGING THE AGREEMENT
35. GDTNZ may add, change or remove terms. Changes may include a new form of the Agreement. GDTNZ can do this at any time without obtaining the consent of the Customer. GDTNZ will advise when changes are to take effect by notification to the Customer's Address for Service. A copy of the Agreement can be obtained free from GDTNZ.

SENDING BILLS AND NOTICES
36. GDTNZ will send bills, notices or documents to the Address for Service. The Customer agrees and acknowledges any:
36.1 bill or notice has been delivered 5 days after it has been sent or
36.2 fax has been received upon confirmation of transmission
36.3 document was served and received on the date of delivery.
37. The Customer
37.1. must inform GDTNZ giving not less than 14 days' prior notice in writing (addressed to the Credit Manager) of any proposed change in the Customer's name, if the Address for Service is changed or the Credit Account is to be closed.

RETURN OF GOODS
38. Goods will only be accepted for return with prior approval of the Company. Returns up to 14 days from delivery will be accepted without penalty. After 14 days GDTNZ reserves the right to charge a return fee as follows;

• Passenger, Four Wheel Drive, Ultra Light Truck Tyre: $7 (excluding GST) per unit
• Light Truck, Truck, Trailer: $20 (excluding GST) per unit
• Tractor, Farm, Agriculture Tyre: $50 (excluding GST) per unit

CIRCUMSTANCES OUTSIDE GDTNZ CONTROL
39. GDTNZ shall not be liable for any failure to supply goods or meet any other obligations owed to the Customer where such failure results from circumstances beyond the control of GDTNZ.

LEGAL FORUM
40. The Customer acknowledges that any dispute or legal proceedings between the Customer and GDTNZ shall be filed in and be heard either at the Disputes Tribunal or the District Court at Upper Hutt or the High Court at Wellington. The parties to this Agreement expressly acknowledge that the cause of action or a material part thereof arises within the jurisdiction of the District Court at Upper Hutt or the High Court at Wellington.