1. Definitions

• 1.1 “Galaxy Home Decor Christchurch LTD” means Galaxy Home Decor Christchurch Limited, its successors and assigns or any person acting on behalf of and with the authority of Galaxy Home Decor Christchurch Limited.
• 1.2 “Customer” means the person/s buying the Goods as specified in any invoice,document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
• 1.3 “Goods” means all Goods or Services supplied by Galaxy Home Decor Christchurch LTD 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).
• 1.4 “Price” means the Price payable for the Goods as agreed between Galaxy Home Decor Christchurch LTD and the Customer in accordance with clause 4 below.
• 1.5 “Works” means the works as mentioned in the accepted quote or tender.
• 1.6 “Site” means the site as mentioned in the accepted quote or tender.

2. Acceptance

• 2.1 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.
• 2.2 These terms and conditions may only be amended with Galaxy Home Decor Christchurch LTD consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Galaxy Home Decor Christchurch LTD .

3. Change in Control

• 3.1 The Customer shall give Galaxy Home Decor Christchurch LTD 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, contact phone or fax number/s, or business practice).The Customer shall be liable for any loss incurred by Galaxy Home Decor Christchurch LTD as a result of the Customer’s failure to comply with this clause.

4. Price and Payment

• 4.1 At Galaxy Home Decor Christchurch LTD discretion the Price shall be either:
  (a) as indicated on any invoice provided by Galaxy Home Decor Christchurch LTD to the Customer; or
  (b) Galaxy Home Decor Christchurch LTD quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

4. Price and Payment

• 4.1 At Galaxy Home Decor Christchurch LTD discretion the Price shall be either:
  (a) as indicated on any invoice provided by Galaxy Home Decor Christchurch LTD to the Customer; or
  (b) Galaxy Home Decor Christchurch LTD quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
• 4.2 Galaxy Home Decor Christchurch LTD reserves the right to change the Price if a variation to Galaxy Home Decor Christchurch LTD quotation is required. Any variation from the plan of scheduled works or specifications (including,but not limited to, any variation as a result of additional works required due to unforeseen circumstances or as a result of any increase to Galaxy Home Decor Christchurch LTD in the cost of materials and labor or as a result of fluctuations in currency exchange rates) will be charged for on the basis of Galaxy Home Decor Christchurch LTD quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
• 4.3 At Galaxy Home Decor Christchurch LTD sole discretion a deposit will be required.
• 4.4 Time for payment for the Goods being of the essence, the price will be payable by the customer on the date/s determined by Galaxy Home Decor Christchurch LTD ,which many be:
  (a) by way of installments/progress payments in accordance with Galaxy Home Decor Christchurch LTD payment schedule;
  (b)the date specified on any invoice or other form as being the date for payment;
  or
  ( c ) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Galaxy Home Decor Christchurch LTD.
• 4.5 Payment may be made by cash, cheque, electronic/on-line banking, credit card (plus a surcharge of up to three percent (3%) of the Price), or by any other method as agreed to between the Customer and Galaxy Home Decor Christchurch LTD.
• 4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Galaxy Home Decor Christchurch LTD an amount equal to any GST Galaxy Home Decor Christchurch LTD must pay for any supply by Galaxy Home Decor Christchurch LTD under this or any other agreement 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.

5. Delivery of Goods

• 5.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
  (a) the Customer or the Customer’s nominated carrier takes possession of the Goods at Galaxy Home Decor Christchurch LTD address; or
  (b)Galaxy Home Decor Christchurch LTD (or Galaxy Home Decor Christchurch LTD nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
• 5.2 At Galaxy Home Decor Christchurch LTD sole discretion the cost of delivery is either included in the Price or is in addition to the Price.
• 5.3 The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then Galaxy Home Decor Christchurch LTD shall be entitled to charge a reasonable fee for redelivery and/or storage unless agreed otherwise.
• 5.4 Galaxy Home Decor Christchurch LTD may deliver the Goods in separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
• 5.5 Any time or date given by Galaxy Home Decor Christchurch LTD to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if late and Galaxy Home Decor Christchurch LTD will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.

6. Risk

• 6.1 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.
• 6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer,Galaxy Home Decor Christchurch LTD is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Galaxy Home Decor Christchurch LTD is sufficient evidence of Galaxy Home Decor Christchurch LTD rights to receive the insurance proceeds without the need for any person dealing with Galaxy Home Decor Christchurch LTD to make further enquiries.
• 6.3 If the Customer requests Galaxy Home Decor Christchurch LTD to leave Goods outside Galaxy Home Decor Christchurch LTD premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.

7. Access

• 7.1 The Customer shall ensure that Galaxy Home Decor Christchurch LTD has clear and free access to the work site at all times to enable them to undertake the works. Galaxy Home Decor Christchurch LTD shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concrete or paved or grassed areas) unless due to the negligence of our products. The customer agrees to ensure that the site remains in a condition that is safe for Galaxy Home Decor Christchurch LTD and its employees and agents; and not to cause any disruption or obstruction to the carrying out of any works.

8. Underground Locations

• 8.1 Prior to Galaxy Home Decor Christchurch LTD commencing any work the Customer must advise Galaxy Home Decor Christchurch LTD of the precise location of all underground services on the site and clearly mark the same. The underground 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, fiber optic cables, oil pumping mains, and any other services that may be on site.
• 8.2 Whilst Galaxy Home Decor Christchurch LTD will take all care to avoid damage to any underground services the Customer agrees to indemnify Galaxy Home Decor Christchurch LTD 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 8.1.

9. Title

• 9.1 Galaxy Home Decor Christchurch LTD and the Customer agree that ownership of the Goods shall not pass until:
  (a) the Customer has paid Galaxy Home Decor Christchurch LTD and Galaxy Home Decor Christchurch LTD has received all amounts owing to Galaxy Home Decor Christchurch LTD ; and
  (b) the Customer has met all of its other obligations to Galaxy Home Decor Christchurch LTD.
• 9.2 Receipt by Galaxy Home Decor Christchurch LTD of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honored, cleared or recognised.
• 9.3 It is further agreed that:
  (a) until ownership of the Goods passes to the Customer in accordance with clause 9.1 that the Customer is only a bailee of the Goods and must return the Goods to Galaxy Home Decor Christchurch LTD on request.
  (b)the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Galaxy Home Decor Christchurch LTD and must pay to Galaxy Home Decor Christchurch LTD the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
  ( c) 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 Galaxy Home Decor Christchurch LTD and must pay or deliver the proceeds to Galaxy Home Decor Christchurch LTD on demand.
  (d)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 Galaxy Home Decor Christchurch LTD and must sell, dispose of or return the resulting product to Galaxy Home Decor Christchurch LTD as it so directs.
  (e) the Customer irrevocably authorizes Galaxy Home Decor Christchurch LTD to enter any premises where Galaxy Home Decor Christchurch LTD believes the Goods are kept and recover possession of the Goods.
  (f) Galaxy Home Decor Christchurch LTD may recover possession of any Goods in transit whether or not delivery has occurred.
  (g)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 Galaxy Home Decor Christchurch LTD.
  (h) Galaxy Home Decor Christchurch LTD may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

10. Personal Property Securities Act 1999 (“PPSA”)

• 10.1 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
  (a)these terms and conditions constitute a security agreement for the purposes of the PPSA; and
  (b)Until full payment has been made to Galaxy Home Decor Christchurch LTD for Goods supplied by Galaxy Home Decor Christchurch LTD , Galaxy Home Decor Christchurch LTD possesses a Purchase Money Security Interest (as that term is defined in PPSA) in the Goods. For the purposes of this clause the definition of “Security Agreement”, “Financing Statement”, “Financing Change Statement”, “Proceeds” and “Verification Statement” are as specified in the PPSA.
• 10.2 The Customer undertakes to:
  (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Galaxy Home Decor Christchurch LTD may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
  (b)indemnify, and upon demand reimburse, Galaxy Home Decor Christchurch LTD 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;
  ( c) not allow anybody to register a financing change statement against the Customer or a change demand without the prior written consent of Galaxy Home Decor Christchurch LTD ; and
  (d)immediately advise Galaxy Home Decor Christchurch LTD 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.
• 10.3 Galaxy Home Decor Christchurch LTD and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
• 10.5 Unless otherwise agreed to in writing by Galaxy Home Decor Christchurch LTD , the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
• 10.6 The Customer shall unconditionally ratify any actions taken by Galaxy Home Decor Christchurch LTD under clauses 10.1 to 10.5.

11. Security and Charge

• 11.1 In consideration of Galaxy Home Decor Christchurch LTD 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).
• 11.2 The Customer indemnifies Galaxy Home Decor Christchurch LTD from and against all Galaxy Home Decor Christchurch LTD costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Galaxy Home Decor Christchurch LTD rights under this clause.
• 11.3 The Customer irrevocably appoints Galaxy Home Decor Christchurch LTD and each director of Galaxy Home Decor Christchurch LTD as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Customer’s behalf.

12. Customer’s Disclaimer

• 12.1 The Customer hereby disclaims any right to rescind, or cancel any contract with Galaxy Home Decor Christchurch LTD or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by Galaxy Home Decor Christchurch LTD and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.

13. Defects

• 13.1 The Customer shall inspect the Goods on delivery and shall within seven(7) days of delivery (time being of the essence) notify Galaxy Home Decor Christchurch LTD in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Galaxy Home Decor Christchurch LTD 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 Galaxy Home Decor Christchurch LTD has agreed in writing that the Customer is entitled to reject, Galaxy Home Decor Christchurch LTD liability is limited to either (at Galaxy Home Decor Christchurch LTD discretion) replacing the Goods or repairing the Goods.

14. Returns

• 14.1 Returns will only be accepted provided that:
  (a)the Customer has complied with the provisions of clause 13.1; and
  (b)Galaxy Home Decor Christchurch LTD has agreed in writing to accept the return of the Goods; and
  (c) the Goods are returned at the Customer’s cost within seven (7) days of the delivery date; and
  (d)Galaxy Home Decor Christchurch LTD will not be liable for Goods which have not been stored or used in a proper manner; and
  (e)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.
• 14.2 Galaxy Home Decor Christchurch LTD will not accept the return of Goods for credit.

15. Warranty

• 15.0 The Warranty given in Clause 15.1 replaces all other representations or warranties (statutory, express or implied) and all representations and warranties (excepting those which may not be lawfully excluded) are specifically excluded.
  (e)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.
• 15.1 Subject to the conditions of warranty set out in clause 15.2 Galaxy Home Decor Christchurch LTD warrants that if any defect in any workmanship of Galaxy Home Decor Christchurch LTD becomes apparent and is reported to Galaxy Home Decor Christchurch LTD in writing within two (2) years of the date of delivery (time being of the essence) then Galaxy Home Decor Christchurch LTD will, provided that the Customer has paid for the goods or services in full, either (at Galaxy Home Decor Christchurch LTD sole discretion) replace or remedy the workmanship.
• 15.2 The conditions applicable to the warranty given by clause 15.1 are:
  (a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
  
  • (i) failure on the part of the Customer to properly maintain any Goods; or
  • (ii) failure on the part of the Customer to follow any instructions or guidelines provided by Galaxy Home Decor Christchurch LTD ; or
  • (iii)any use of any Goods otherwise than for any application specified on a quote or order form or in a manner other than the purpose for which the Goods were intended; or
  • (iv)the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
  • (v )fair wear and tear, any accident or act of God, or any other event outside the reasonable control of Galaxy Home Decor Christchurch LTD ;
  • (vi) the acts or omission of a third party or a contractor and/or supplier who is not authorized by Galaxy Home Decor Christchurch LTD ; or
  • (vii) having repairs carried out to the Goods by any person other than Galaxy Home Decor Christchurch LTD or a person authorized by Galaxy Home Decor Christchurch LTD ; or
  (b)the warranty shall cease and Galaxy Home Decor Christchurch LTD shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Galaxy Home Decor Christchurch LTD consent.
  ( c ) in respect of all claims Galaxy Home Decor Christchurch LTD shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
• 15.3 For Goods not manufactured by Galaxy Home Decor Christchurch LTD , the warranty shall be the current warranty provided by the manufacturer of the Goods. Galaxy Home Decor Christchurch LTD shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
• 15.4 The conditions applicable to the warranty given on Goods supplied by Galaxy Home Decor Christchurch LTD

16. Consumer Guarantees Act 1993

• 16.1 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 Galaxy Home Decor Christchurch LTD to the Customer and the conditions, warranties and guarantees set out in the Sale of Goods Act 1908 do not apply and are excluded from the terms and conditions.

17. Intellectual Property

• 17.1 Where Galaxy Home Decor Christchurch LTD has designed, drawn or developed Goods for the Customer, then all of the trademarks, patents, copyright in any designs, registered designs or other intellectual property rights and drawings and documents shall remain the property of Galaxy Home Decor Christchurch LTD notwithstanding the supply of the Goods to the Customer. The Customer must not reverse engineer, copy, reproduce,modify, interfere with, or alter the Goods in any way.
• 17.2 The Customer agrees that Galaxy Home Decor Christchurch LTD may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Galaxy Home Decor Christchurch LTD has created for the Customer.

18. Default and Consequences of Default

• 18.1 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 Galaxy Home Decor Christchurch LTD sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
• 18.2 If the Customer owes Galaxy Home Decor Christchurch LTD any money the Customer shall indemnify Galaxy Home Decor Christchurch LTD from and against all costs and disbursements incurred by Galaxy Home Decor Christchurch LTD in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Galaxy Home Decor Christchurch LTD collection agency costs, and bank dishonor fees).
• 18.3 Without prejudice to any other remedies Galaxy Home Decor Christchurch LTD may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Galaxy Home Decor Christchurch LTD may suspend or terminate the supply of Goods to the Customer. Galaxy Home Decor Christchurch LTD will not be liable to the Customer for any loss or damage the Customer suffers because Galaxy Home Decor Christchurch LTD has exercised its rights under this clause.
• 18.4 Galaxy Home Decor Christchurch LTD other remedies at law Galaxy Home Decor Christchurch LTD shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Galaxy Home Decor Christchurch LTD shall, whether or not due for payment, become immediately payable if:
  (a) any money payable to Galaxy Home Decor Christchurch LTD becomes overdue, or in Galaxy Home Decor Christchurch LTD opinion the Customer will be unable to make a payment when it falls due;
  (b)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
  ( c ) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

19. Cancellation

• 19.1 Galaxy Home Decor Christchurch LTD 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 Galaxy Home Decor Christchurch LTD shall repay to the Customer any money paid by the Customer for the Goods. Galaxy Home Decor Christchurch LTD shall not be liable for any loss or damage whatsoever arising from such cancellation.
• 19.2 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 Galaxy Home Decor Christchurch LTD as a direct result of the cancellation (including, but not limited to, any loss of profits).
• 19.3 Cancellation of orders for Goods made to the Customer’s specifications, or for non-stockist items, will definitely not be accepted once production has commenced, or an order has been placed.

20. Privacy Act 1993

• 20.1 The Customer authorizes Galaxy Home Decor Christchurch LTD or Galaxy Home Decor Christchurch LTD agent to:
  (a)access, collect, retain and use any information about the Customer;
  • (i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing and monitoring the Customer’s creditworthiness throughout the continuance of the relationship between Galaxy Home Decor Christchurch LTD and the Customer; or
  • (ii) for the purpose of marketing products and services to the Customer.
  (b) disclose information about the Customer, whether collected by Galaxy Home Decor Christchurch LTD from the Customer directly or obtained by Galaxy Home Decor Christchurch LTD 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.
• 20.2 Where the Customer is an individual the authorities under clause 20.1 are authorities or consents for the purposes of the Privacy Act 1993.

21. Dispute Resolution

• 21.1 All disputes and differences between the Customer and Galaxy Home Decor Christchurch LTD touching and concerning this agreement 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.

22. Compliance with Laws

• 22.1 The Customer and Galaxy Home Decor Christchurch LTD shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.
• 22.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the works.
• 22.3 The Customer agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.

23. Insurance

• 23.1 Galaxy Home Decor Christchurch LTD shall have public liability insurance of at least $1m. It is the Customers responsibility to ensure that they are similarly insured.

24. Construction Contract Act 2002

• 24.0 For the purposes of this Clause the definition of “payment claim”, “payment schedule”,“scheduled amount”, “construction work”, “construction contract”, “adjudicator” are as specified in the Construction Contracts Act 2002.
• 24.1 The Customer hereby expressly acknowledges that:
  (a)Galaxy Home Decor Christchurch LTD has the right to suspend work within five (5) working days of written notice of its intent to do so if a payment claim is served on the Customer, and:
  • (i) the payment is not paid in full by the due date for payment and no payment schedule has been given by the Customer; or
  • (ii) a scheduled amount stated in a payment schedule issued by the Customer in relation to the payment claim is not paid in full by the due date for its payment; or
  • (iii) the Customer has not complied with an adjudicator’s notice that the Customer must pay an amount to Galaxy Home Decor Christchurch LTD by a particular date; and
  • (iv) Galaxy Home Decor Christchurch LTD has given written notice to the Customer of its intention to suspend the carrying out of construction work under the construction contract.
  (b)if Galaxy Home Decor Christchurch LTD suspends work, it:
  • (i) is not in breach of contract; and
  • (ii) is not liable for any loss or damage whatsoever suffered, or alleged to be suffered, by the Customer or by any person claiming through the Customer; and
  • (iii)is entitled to an extension of time to complete the contract; and
  • (iv )keeps its rights under the contract including the right to terminate the contract; and may at any time lift the suspension, even if the amount has not been paid or an adjudicator’s determination has not been complied with.
  (c) if Galaxy Home Decor Christchurch LTD exercises the right to suspend work, the exercise of that right does not:
  
  • (i) affect any rights that would otherwise have been available to Galaxy Home Decor Christchurch LTD under the Contractual Remedies Act 1979; or
  • (ii) enable the Customer to exercise any rights that may otherwise have been available to the Customer under that Act as a direct consequence of Galaxy Home Decor Christchurch LTD suspending work under this provision.

25. General

• 25.0 The terms and conditions contain all terms of the arrangement between Galaxy Home Decor Christchurch LTD and the Customer and extinguish all prior agreements, discussions, representations and arrangements between Galaxy Home Decor Christchurch LTD and the Customer about the matters covered in the terms and conditions.
• 25.1 The failure by Galaxy Home Decor Christchurch LTD to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Galaxy Home Decor Christchurch LTD 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.
• 25.2 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 Christchurch.
• 25.3 Galaxy Home Decor Christchurch LTD 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 Galaxy Home Decor Christchurch LTD of these terms and conditions (alternatively Galaxy Home Decor Christchurch LTD liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods). Galaxy Home Decor Christchurch LTD is also under no liability whatsoever to the Customer for any special/consequential loss and/or expense. In addition, Galaxy Home Decor Christchurch LTD liability shall be limited to any actual damage.
• 25.4 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 Galaxy Home Decor Christchurch LTD nor to withhold payment of any invoice because part of that invoice is in dispute.
• 25.5 Galaxy Home Decor Christchurch LTD may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
• 25.6 The Customer agrees that Galaxy Home Decor Christchurch LTD may amend these terms and conditions at any time. If Galaxy Home Decor Christchurch LTD makes a change to these terms and conditions, then that change will take effect from the date on which Galaxy Home Decor Christchurch LTD notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for Galaxy Home Decor Christchurch LTD to provide Goods to the Customer.
• 25.7 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.
• 25.8 The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.

26. No Representation

• The Customer is not entitled to rely upon any statement of any kind by a person including a representative or agent of Galaxy Home Decor Christchurch LTD , which representation contradicts or is contrary to the terms and conditions.

27. Warranty as to Information

• The Customer and any signatory on behalf of the Customer warrants that all information provided to Galaxy Home Decor Christchurch LTD in connection with the supply by Galaxy Home Decor Christchurch LTD of any Goods and Services is true and correct and they will indemnify Galaxy Home Decor Christchurch LTD for any loss Galaxy Home Decor Christchurch LTD suffers as a result of any information not being correct. The Customer shall immediately notify Galaxy Home Decor Christchurch LTD in writing of any change in the Customer’s circumstances which render any information provided to Galaxy Home Decor Christchurch LTD likely to be inaccurate, misleading or obsolete; and any circumstance which may lead the Customer to suspect that it may be or may become unable to pay any of its debts when due.