Wholesale Terms of Trade
Section A: Background and Agreement
1. Background
1.1. WARWICK designs, sources, promotes and sells various fabrics and finished fabric products under various brands.
1.2. You, as a “CUSTOMER”, wish to purchase certain Products from WARWICK to on sell to customers.
2. Agreement
2.1. WARWICK agrees to supply Products to you on the terms and conditions of this Agreement.
By purchasing Products or otherwise signing up or applying for an account on www.warwick.co.nz you confirm that you have read, and that you agree with the terms of this Agreement, which also include our Warwick Website General Terms & Conditions of Use and Privacy Policy.
2.3. If you have not read, or if you do not accept, the terms of this Agreement, you are not authorised to purchase Products or to hold an account with us.
2.4 This Agreement may be amended from time to time and it is your responsibility to regularly check to ensure you are aware of our the terms of our current Agreement.
Section B: General Terms
3. Account
3.1. You must register for an account with us and agree to this Agreement before we supply Products to you.
3.2. You must be over 18 years of age to have an account and purchase our Products. You warrant that you are over 18 years of age and are capable of forming a legally binding contract with us.
3.3. An account may be set up in the name of a corporation, company or business name but an individual person must be responsible for that account and only that person (you) may purchase our Products. Your account is non-transferable.
3.4. You confirm and warrant that the information you provide to us (during the account registration process and process of purchasing our Products) is current, complete and accurate at the time you provide it, and you agree to maintain and update the data as required to keep it so.
3.5. You are fully responsible for all use of your account and your access to our Products, including the access or use of your account by others and you will be liable for all use of your account if that use breaches this Agreement. Any instruction issued or information, data or content provided using your email, account or password will be deemed to be an instruction or posting by you and may be acted upon accordingly until you notify us otherwise. You agree to notify us immediately of any unauthorised use of your account or any other breach of security.
4. Credit and discretion to supply Products
4.1. As WARWICK provides Products upfront (with payment due as outlined in clause 6 of this Agreement), CUSTOMER must provide certain information requested by WARWICK so that WARWICK may conduct credit checks on CUSTOMER and its Officers.
4.2. CUSTOMER:
a. acknowledges that WARWICK may use the information provided or WARWICK may obtain to make credit enquiries with respect to CUSTOMER and its Officers, including about credit worthiness, credit standing, credit history or credit capacity; and
b. warrants that all information that it provides is true and correct and agrees to provide any further information WARWICK may require to assist its enquiries.
4.3. If WARWICK agrees to provide Products on credit to CUSTOMER, this will be subject to a credit limit to be determined by WARWICK at its discretion. If CUSTOMER exceeds, or will exceed, any such credit limit WARWICK may refuse to provide Products to CUSTOMER.
4.4. WARWICK otherwise has a general discretion whether to provide Products to CUSTOMER, which it may exercise at any time.
4.5. If WARWICK agrees to supply Products to CUSTOMER:
a. CUSTOMER guarantees to make payment for the Products in accordance with clause 6 of this Agreement and indemnifies and holds WARWICK harmless relating to any default in payment or any other obligation of CUSTOMER under this Agreement; and
b. where the CUSTOMER is a company or partnership or trust (or other legal entity), CUSTOMER’s Officers also provide a personal guarantee with respect to clause 4.5(a) of this Agreement and CUSTOMER’s Officers are jointly and severally liable.
4.6. The guarantees under clause 4.5 of this Agreement are continuing and will not be discharged under any circumstance and are binding on successors and assigns of CUSTOMER and its Officers.
5. Orders and Delivery
5.1. Products and related prices (exclusive of GST) are advertised in WARWICK’s Catalogues, which are subject to change at any time at WARWICK’s discretion.
5.2. Where CUSTOMER wishes to order Products from WARWICK, CUSTOMER must, unless otherwise arranged, must place the order through WARWICK’s Wholesale Website. When an Order is accepted by WARWICK (at its discretion), this will create a binding agreement between WARWICK and CUSTOMER and related activities are subject to this Agreement.
5.3. Freight/delivery costs for delivery of the Products to the Delivery Address are covered by WARWICK except:
a. where the price is less than $900.00 or is for Closeout Product; and/or
b. at the request of CUSTOMER, the Products are delivered urgently and not in accordance with WARWICK’s usual delivery schedule; and/or
c. at the request of CUSTOMER, the Products are delivered by more than one shipment.
5.4. CUSTOMER is responsible for payment of any GST or other taxes or duties associated with an Order.
5.5. WARWICK will, subject to its discretion, endeavour to fulfill Orders and arrange delivery of the ordered Products to the Delivery Address.
5.6. In some cases WARWICK may allow CUSTOMER to collect the Order. If so, CUSTOMER must collect the Order within seven (7) days of being told by WARWICK it is ready, at which time, or failing which, CUSTOMER is deemed to have taken delivery of the Order.
5.7. WARWICK will endeavour to deliver Products by any agreed delivery dates but will not be held liable for late delivery. Late delivery does not entitle CUSTOMER to cancel any Order or part Order. Delivery may be by instalments. CUSTOMER will be responsible for disposing, at its own cost, all materials used in the packaging or delivery of Products.
5.8. CUSTOMER must be available to take receipt of the Product at the time of delivery and WARWICK is not responsible for any issues or loss arising from CUSTOMER not being present at the Delivery Address or any changes to the Delivery Address.
5.9. Indent Orders will be fulfilled and delivered according to, and subject to, Supplier limitations and delivery timeframes dictated by the Supplier.
5.10. All other Orders will be fulfilled and delivered subject to availability and WARWICK’s discretion.
5.11. WARWICK may need to increase the Price of Products ordered by Customer due to increases of costs outside of WARWICK’s control between the time of CUSTOMER ordering the Product and WARWICK delivering the Products, in which case CUSTOMER will need to pay the increased Price.
5.12. WARWICK may, at its discretion, withhold delivery of any Order until payment has been made in full by CUSTOMER.
5.13. CUSTOMER may cancel any Order within seven (7) days of placing the Order if the related fabric has not yet been cut and:
a. the Products are in WARWICK’s stock and WARWICK receives written notice of cancellation prior to the commencement of delivery of the Products; or
b. the Products are not in WARWICK’s stock and WARWICK receives written notice of cancellation prior to ordering these Products from the Supplier.
5.14. WARWICK has a discretion to accept cancellation of an Order that does not otherwise qualify for cancellation under clause 5.11, upon payment of consideration that WARWICK considers appropriate in the circumstances.
5.15. In some cases WARWICK may allow CUSTOMER to reserve Products. If so, WARWICK will hold the Product for up to seven (7) days, after which WARWICK may sell the Product to another person if CUSTOMER has failed to complete the order during that time.
6. Payment
6.1. WARWICK will issue to CUSTOMER an invoice for any Orders it makes at or around the time the Order is placed.
6.2. WARWICK may require payment of a 50% deposit at its discretion.
6.3. CUSTOMER must pay any invoice issued by WARWICK by the 20th day of the month following the date of issue of the invoice.
6.4. All sums payable by CUSTOMER to WARWICK must be deposited into the bank account notified to CUSTOMER from time to time by WARWICK or through any other means approved by WARWICK. CUSTOMER is responsible for any bank fees, credit card fees, currency fees or other additional fees associated with any payment to WARWICK.
6.5. If CUSTOMER fails to pay WARWICK by any due date for payment, WARWICK may, despite clause 19, immediately do any or all of the following, without any liability:
a. charge interest at 4% per month on the overdue amount and/or a late payment penalty of 10% on the overdue amount;
b. suspend delivery of Product or reclaim Product in the possession, power or control of CUSTOMER (and for that purpose WARWICK will be entitled, without notice, to enter directly or by its agents on any premises where it believes Products may be stored, without in any way being liable to any person), in which case WARWICK:
i. resell such Products and may (but is not obligated to) credit CUSTOMER’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs); or
ii. retain such Products and may (but is not obligated to) credit CUSTOMER’s account with the invoice value thereof less such sum as WARWICK reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs;
c. initiate action against CUSTOMER to recover the overdue amount; and/or
d. recover all costs in relation to any action taken against CUSTOMER to recover overdue amounts, including but not limited to debt collection costs, legal costs and outlays on a full indemnity basis.
7. Ownership of Product
7.1. Legal and beneficial ownership of Product purchased by CUSTOMER passes to CUSTOMER when full payment has been made to WARWICK under clause 6.
7.2. Until such time as ownership passes to CUSTOMER (and subject to other terms in this Agreement), CUSTOMER holds the Products as a bailee for WARWICK and must return any Product to WARWICK following any such request from WARWICK.
7.3. If CUSTOMER wish to resell any Products before ownership passes, CUSTOMER may do so only by way of bona fide sale in the ordinary course of business and CUSTOMER must account to WARWICK for the proceeds of any such sale.
7.4. If a Trigger Event Occurs:
a. WARWICK will be entitled to cancel all or any Orders with CUSTOMER which remain, or any part of any order with CUSTOMER which remains, unperformed, in addition to and without prejudice to its other remedies; and
b. all amounts owing to WARWICK whether due for payment or not, will immediately become due and payable; and
c. WARWICK will be entitled to reclaim any Products in CUSTOMER’s possession or control and dispose of them for WARWICK’s own benefit and for that purpose WARWICK will be entitled, without notice, to enter directly or by its agents on any premises where it believes Products may be stored, without in any way being liable to any person.
8. Risk
8.1. Subject to clause 8.2, risk for the Product passes to CUSTOMER once the Product has been delivered to the CUSTOMER or when possession of the Product has been given to a carrier or other person for the purposes of transmission or delivery to CUSTOMER, whichever is earlier.
8.2. If the Product is being sent outside of New Zealand:
a. delivery is FCA (Incoterms 2020), from the port of export nominated by WARWICK. WARWICK is responsible for carriage of the Product to the port of export nominated by WARWICK, after which CUSTOMER will be responsible for the Product and related expenses, including unloading, shipping, insurance, export and import duties, and any taxes; and
b. risk for the Product passes to CUSTOMER once the Product has been carried to the port of export nominated by WARWICK.
9. Lien and Security Interest
9.1. Where WARWICK has not received full payment for the Products (or payment has been dishonoured), WARWICK has:
a. a lien on the Products;
b. the right to retain the Products for the price while WARWICK is in possession of them;
c. a right of stopping the Products in transit whether or not delivery has been made or ownership has passed;
d. a right of resale; and
e. the forgoing right of disposal, provided that lien of WARWICK will continue despite the commencement of proceedings or judgement for the price having being obtained.
9.2. CUSTOMER acknowledges that WARWICK may register a financing statement on the Personal Property Securities Register (PPSR) against CUSTOMER in respect of the retention of title security interest in relation to Products supplied, or to be supplied, to CUSTOMER.
9.3. To the extent that Part 9 of the Personal Property Securities Act 1999 (PPSA) applies, CUSTOMER agrees that the provisions of sections 114(1)(a), 117(1)(c), 120, 122, 133 and 134 of the PPSA which are for CUSTOMER’s benefit, or place any obligations on WARWICK in CUSTOMER’s favour, will not apply; and where WARWICK has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.
9.4. To the extent that Part 9 of the PPSA applies, without limiting anything in the previous clause, CUSTOMER waives its rights under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
9.5. CUSTOMER also waives its right to receive a copy of a verification statement under section 148 of the PPSA in respect of any financing statement or financing change statement registered by WARWICK.
9.6. If the Product is supplied to CUSTOMER outside of New Zealand, CUSTOMER acknowledges that WARWICK may register a financing statement or similar on a register similar to the PPSR and that CUSTOMER is subject to the same or similar limitations of law as the PPSA of the kind outlined above.
9.7. CUSTOMER must not register any financing statement in relation to the Products unless it has paid in full for the Products and, until then, must keep the Products and any proceeds of sale of the Products separate in favour of WARWICK.
1. Representations and Availability of Product
10.1. There may be typographical errors, inaccuracies or omissions on the Wholesale Website or in WARWICK’s Catalogues, including relating to Product descriptions, pricing, promotions, offers, shipping charges, transit times and availability, which WARWICK is not liable for.
10.2. Colours and images of Products may appear different on a computer, phone or other device of the user, which WARWICK is not responsible for.
10.3. For Products that are, or contain, fabric, such fabric may differ to samples provided or shrink or deteriorate over time, which WARWICK is not responsible for.
10.4. All Products are subject to availability, at WARWICK’s discretion.
10.5. WARWICK reserves the right to limit sales of numbers of Products or of Products to any person or geographic region.
10.6 WARWICK reserves the right to cease providing or withdraw from the marketplace any of the Products, and to vary the Products or substitute Products ordered with other Products selected by WARWICK.
10.7 WARWICK reserves the right to alter prices of any Product from time to time.
11. Product Liability
11.1. CUSTOMER must inspect the Product on delivery to the Delivery Address and verify that it conforms with the Order and related invoice and that it is in good condition. Should CUSTOMER discover defective conditions of the Product during such inspection, WARWICK will work with the Supplier and endeavour to replace the relevant Product, provided that the defects can be clearly ascribed to damage before delivery of the Product. This is unless the Product is sold as having a defect.
11.2. If WARWICK does not hear otherwise from the CUSTOMER within seven (7) days of delivery of the Product, WARWICK is entitled to assume that the Product delivered conforms with the Order and related invoice and that it is in good condition.
11.3. CUSTOMER must inspect the Product to verify it conforms with the Order, before CUSTOMER does anything material with the Product, for example cutting the fabric. WARWICK cannot accept any returns for fabrics that have been cut.
11.4. CUSTOMER will only put on the market Product in good condition, properly stored and in strict conformity with all applicable laws. If CUSTOMER becomes aware that a Product is no longer in a proper state for sale, CUSTOMER must immediately notify WARWICK and withdraw such Product from the market. Withdrawal will take place at the expense of the Party whose default or negligence has resulted in the issue justifying the withdrawal.
11.5. CUSTOMER will inform WARWICK if it becomes aware of a customer complaint in relation to the Product. Unless otherwise directed by WARWICK, CUSTOMER will control the response and defence to and against any customer complaint in relation to the Product.
11.6. If CUSTOMER receives a customer complaint about any Product, or has its own concerns, CUSTOMER must collect and/or provide to WARWICK all relevant information that WARWICK may request. WARWICK will assess any such claim and, if it considers it appropriate:
a. exchange the Product for a new, equivalent Product; or
b. provide a refund.
11.7 The election of whether to exchange the Product or provide a refund will be at WARWICK’s discretion. This is unless the New Zealand Consumer Guarantees Act 1993 applies and the Product has a major fault (in which case it is the customer’s choice whether they opt for a replacement or a refund) or if there are other applicable laws that provide the customer with this choice and that are not excluded under this Agreement.
12. Promotional Material
12.1. WARWICK may, at its discretion, provide CUSTOMER with Promotional Material or samples to help promote the Products (instore, online or otherwise, as WARWICK approves).
12.2. CUSTOMER may only use Promotional Material as directed by WARWICK and for the purpose created or provided and must stop using Promotional Material if and when requested by WARWICK.
12.3. CUSTOMER must not sell any Promotional Material or samples and, if it does, WARWICK is entitled to any such revenue.
12.4. If authorised by WARWICK, CUSTOMER may also create its own Promotional Material. Any such material must be consistent with the best interests of WARWICK and must:
a. use the WARWICK Trade Marks and imagery in a form provided or approved by WARWICK;
b. credit WARWICK as WARWICK sees fit;
c. be approved by WARWICK before publication; and
d. comply with applicable laws.
13. CUSTOMER’s Obligations
13.1. CUSTOMER must:
a. stock Product in proper saleable condition and in sufficient quantity to meet its customers’ requirements;
b. store the Product in an appropriate manner to protect its quality;
c. comply with all applicable laws related to the Product and conduct of related services;
d. not use the WARWICK IP except as in accordance with this Agreement and otherwise as directed by WARWICK from time to time;
e. not make any representations on behalf of WARWICK (which WARWICK will not be bound by);
f. not do anything or refrain from doing anything which, in the opinion of WARWICK, adversely affects or prejudices the goodwill and reputation of WARWICK, the WARWICK IP or the related Product;
g. promptly comply with all directions issued by WARWICK regarding advertising and sale of Product and manner of use of the WARWICK IP;
h. provide all assistance requested by WARWICK to protect and to maintain WARWICK's rights in the WARWICK IP and require any Officer or servant of CUSTOMER to do the same;
i. update WARWICK immediately of any changes in name or contact details for CUSTOMER.
13.2. WARWICK may require certain Products or brands of WARWICK to be sold/promoted though physical retail stores of CUSTOMER (rather than online or in conjunction with online) to enable consumers to see physical Products before purchase, to better service consumers as WARWICK sees fit and/or to maintain the integrity and market position of certain Products or brands of WARWICK, as WARWICK sees fit.
14. Intellectual Property
14.1. CUSTOMER acknowledges and agrees that:
a. this Agreement does not affect title to, or ownership of, the WARWICK IP, which WARWICK retains;
b. CUSTOMER must not assert or exercise any of the exclusive rights of WARWICK except as expressly permitted by the terms of this Agreement;
c. CUSTOMER must not do, omit to do, nor assist any Third Party to do, anything, indirectly or directly, which invalidates or adversely affects WARWICK’s right, title and interest and goodwill in the WARWICK IP; and
d. all Promotional Material and related Intellectual Property will vest, and hereby does vest, absolutely in WARWICK immediately upon creation and if any act is required to be done by CUSTOMER to give effect to this clause, CUSTOMER must perform at their own cost such acts (including, without limitation, executing any document) at the request of WARWICK and must require the same of its Officers and servants.
15. Confidential Information
15.1. Each Party must, unless it has the prior written consent of the other Party:
a. maintain the confidentiality of the other Party’s Confidential Information;
b. put in place and maintain adequate measures to safeguard Confidential Information of the other Party and to prevent unauthorised access or use;
c. use, at a minimum, the same degree of care with respect to its obligations under this Agreement as it employs with respect to its own most highly confidential or proprietary information, but in no event less than reasonable care;
d. not disclose Confidential Information of the other Party, except if required by law or if disclosure to its Officers or servants is necessary to carry out that Party’s obligations under this Agreement or to enforce the terms of this Agreement, provided that:
i. such Officers and servants are aware of, and comply with, the provisions in this Agreement concerning Confidential Information; and
ii. the Party is jointly and severally liable for any breach of this Agreement by its Officers or servants or any other person to whom it discloses any of the Confidential Information.
15.2. All Confidential Information and any derivations of it, including any Intellectual Property rights that subsist in any part of the Confidential Information, remain and are the sole and exclusive property of disclosing Party.
16. Privacy
16.1 To the extent that WARWICK collects, uses, discloses or stores any Personal Information, use of that Personal Information will be subject to WARWICK’s Privacy Policy, which the Parties agree to.
16.2. CUSTOMER warrants that any Personal Information it provides to WARWICK, including the Personal Information of any consumer, has been collected with the consent of the individual concerned and that the individual concerned has consented to disclosure of the Personal Information to WARWICK for the purpose intended.
17. Undertakings and Warranties
17.1. The Parties:
a. warrant they have full power and authority to enter into and to perform their obligations under this Agreement which, when signed by both Parties, will constitute binding obligations on both Parties; and
b. undertake to act reasonably and in good faith with respect to matters that relate to this Agreement.
18. Liability
18.1. To the fullest extent permitted by law, except in the case of a Party’s gross negligence or wilful misconduct, in no event will either Party be liable to the other Party for lost profits, revenue, interest, loss of or interruption to business or for any indirect, incidental, consequential, special, punitive, or exemplary damages of the other Party in connection with this Agreement or any of the transactions contemplated by this Agreement (in whatever manner caused, under any theory of liability, and whether or not such Party had prior notice thereof or was advised of the possibility of such damages).
18.2. Nothing in this Agreement limits rights CUSTOMER may have under the New Zealand Consumer Guarantees Act 1993 relating to the quality of the Products. Nothing in this Agreement limits rights CUSTOMER may have under other applicable laws outside of New Zealand relating to the quality of the Products. However, if such laws can be contracted out of, CUSTOMER agrees that such laws do not apply to CUSTOMER.
18.3. The Parties are not liable to each other for any failure to perform their obligations under this Agreement if that failure is caused by an Unexpected Event.
18.4. Neither Party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform their obligations under the Agreement to the extent that the failure is caused by the other Party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other Party or its personnel.
18.5. Each Party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other Party under or in connection with the Agreement.
19. Dispute Resolution
19.1. Where any question, dispute or difference (Dispute) arises between the Parties concerning or in any way arising out of this Agreement or the performance of either Party in terms of this Agreement:
a. the Party seeking resolution of the Dispute must notify the other Party in writing; and
b. the Parties must make a genuine effort to resolve the Dispute between them within twenty eight (28) days by discussing and negotiating the matter.
19.2. If the Parties cannot resolve the Dispute by discussion and negotiation within twenty eight (28) days of receipt of the Dispute notice then, within a further seven (7) days, the Parties will try to agree a process for resolving the Dispute, such as further negotiations, mediation or independent expert determination, failing which the Parties may take whatever action they consider appropriate.
19.3. Nothing in clause 19.2 will prevent any Party from taking immediate steps to seek urgent interlocutory relief before an appropriate court.
19.4. This clause 19 does not limit WARWICK’s rights against CUSTOMER under clause 5 for any default in payment by CUSTOMER.
20. Term
20.1. This Agreement will commence on the Commencement Date and remain in force and will apply to all Orders until:
a. the Agreement is terminated by either Party;
b. the Agreement is updated by WARWICK; or
c. either Party becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
20.2. Upon expiry or termination of the Agreement for any reason:
a. the Parties will promptly cease use of, and return to the other Party, or otherwise dispose of as the other Party may instruct, all manifestations of the other Party’s Confidential Information and Intellectual Property in whatever form or media they may exist; and
b. in accordance with clause 6, CUSTOMER agrees to pay WARWICK for any fees or invoices payable prior to the date of expiry or termination.
20.3. Upon termination or expiration of this Agreement for whatever reason, if CUSTOMER has Product remaining in stock, WARWICK may (but is not obliged to) purchase such Product (or some of such Product) for the same price that CUSTOMER paid WARWICK for that Product, and if not re-purchased, CUSTOMER may continue to sell the remaining Product in stock. WARWICK may exercise its option to purchase Product under this clause at any time after termination or expiration of this Agreement, irrespective whether WARWICK has previously indicated that it does not wish to exercise its option.
20.4. Any rights WARWICK has under this Agreement related to ownership of Products and payment expressly survive termination or expiry of this Agreement.
21. General Terms
21.1. Notice
A notice given by a Party under this Agreement must be delivered to the other Party to the email address or physical address of the other Party as notified to the Party for this purpose.
21.2. Relationship
Nothing in this Agreement constitutes or is deemed to constitute a partnership or agency between the Parties for any purpose whatsoever and a Party has no authority or power to bind the other Party or to contract in the name of and create a liability against the other Party in any way or for any purpose.
21.3. Governing law
This Agreement is to be governed by and construed in accordance with the laws of New Zealand. Each Party submits to the non-exclusive jurisdiction and venue of the courts located within New Zealand with respect to any litigation arising out of the breach or enforcement of this Agreement.
21.4. Counterparts
This Agreement may be executed in counterparts by the Parties, each of which when so executed will be deemed an original and all of which taken together will constitute one and the same agreement, provided that the Agreement will be of no force and effect until both Parties have executed a counterpart.
21.5. Severability
Where any provision of this Agreement is invalid or not enforceable in accordance with its terms, other provisions of the Agreement which are self-sustaining and capable of separate enforcement are, and continue to be, valid and enforceable in accordance with their terms.
21.6. Attorneys
Each person who executes this Agreement on behalf of a Party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.
21.7. Waiver
The waiver by either Party of a breach of any provision of this Agreement by the other must not operate or be construed as a waiver of any subsequent breach by the other.
21.8. Assignment
The rights and obligations of CUSTOMER under this Agreement may not be assigned, transferred or subcontracted without prior written consent from WARWICK. Should CUSTOMER be acquired by, or its control otherwise be vested in, another entity, this Agreement will be binding upon the successor entity.
21.9. Entire Agreement
This Agreement constitutes the entire agreement of the Parties about the subject matter in this Agreement and supersedes all agreements, representations, and understandings of the Parties prior to the date of this Agreement. If there is any conflict with other terms of trade, this Agreement will take priority over any other terms of trade.
21.10. Amendments
WARWICK reserves the right to review this Agreement at any time. If, following any such review there is to be any change in the Agreement, that change will take effect from the date on which WARWICK notifies CUSTOMER of such change. By continuing to deal with WARWICK, CUSTOMER is taken to have agreed to any such change and the updated Agreement as a whole.
Section C: Definitions and Interpretation
23. Interpretation
Headings are for convenience only, and do not affect interpretation.
(a) A reference to:
(i) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
(iii) a Party to this Agreement or to any other document or agreement includes a permitted substitute or a permitted assign of that Party;
(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
(v) anything (including a right, obligation or concept) includes each part of it.
(b) A singular word includes the plural, and vice versa.
(c) A word which suggests one gender includes the other genders.
(d) If a word is defined, another part of speech has a corresponding meaning.
(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
(f) Unless otherwise specified, a reference to “$” or “dollars” is a reference to New Zealand currency.
(g) The word "agreement" includes an undertaking or other binding arrangement or understanding, whether or not in writing.
(h) No provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible or not responsible for the preparation of this Agreement or that provision.
(i) If there is any inconsistency with this Agreement and any other agreement or part agreement between the parties, the terms of this Agreement will prevail.