Terms and Conditions

Terms and Conditions

1. Definitions
   • “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
   • “Gladfield Malt” means Gladfield Malt Limited, its successors and assigns or any person acting on behalf of and with the authority of Gladfield Malt Limited.
   • “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting Gladfield Malt to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
     • if there is more than one Customer, is a reference to each Customer jointly and severally; and
     • if the Customer is a partnership, it shall bind each partner jointly and severally; and
     • if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
     • includes the Customer’s executors, administrators, successors and permitted assigns.
   • “Goods” means all Goods or Services supplied by Gladfield Malt 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).
   • “Consignee” means the person to whom the Goods are to be delivered by way of the Services.
   • "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
   • “Cookies” means small files which are stored on a user’s computer.  They are designed to hold a modest amount of data (including personal information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Customer does not wish to allow Cookies to operate in the background when using Gladfield Malt’s website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.
   • “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Gladfield Malt and the Customer in accordance with clause 7

2. Acceptance
   • The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods.
   • In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
   • Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
   • The Customer acknowledges and accepts that:
     • the supply of Goods on credit shall not take effect until the Customer has completed a credit application with Gladfield Malt and it has been approved with a credit limit established for the account;
     • in the event that the supply of Goods requested exceeds the Customer’s credit limit and/or the account exceeds the payment terms, Gladfield Malt reserves the right to refuse Delivery; and
     • the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available Gladfield Malt reserves the right to vary the Price with alternative Goods as per clause 2. In all such cases Gladfield Malt will notify the Customer in advance of any such substitution, and also reserves the right to place the Customer’s order on hold until such time as Gladfield Malt and the Customer agree to such changes.
   • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Sale and Supply of Alcohol Act 2012
   • In accordance with the provisions of the Sale and Supply of Alcohol Act 2012 and subsequent amendments and Regulations, it is an offence to order, purchase, and supply or to obtain liquor on behalf of a person under the legal age of eighteen (18) years. Customers placing and/or receiving orders for liquor may be required to provide evidence of proof of age.
   • If the Customer refuses or if Gladfield Malt is not satisfied with the evidence supplied by the Customer, then Gladfield Malt may cancel any order and provide a refund. Gladfield Malt will not be held liable for any reason in the event that the Customer fails to comply with this clause.

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

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

6. On-Line Ordering
   • The Customer acknowledges and agrees that:
     • Gladfield Malt does not guarantee the website’s performance;
     • display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by Gladfield Malt;
     • on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades;
     • there are inherent hazards in electronic distribution, and as such Gladfield Malt cannot warrant against delays or errors in transmitting data between the Customer and Gladfield Malt including orders, and you agree that to the maximum extent permitted by law, Gladfield Malt will not be liable for any losses which the Customer suffers as a result of online-ordering not being available or for delays or errors in transmitting orders;
     • when making a transaction through the website, the Customer’s information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by Gladfield Malt and/or displayed on the website. The encryption process ensures that the Customer’s information cannot be read by or altered by outside influences; and
     • if the Customer is not the cardholder for any credit card being used to pay for the Goods, Gladfield Malt shall be entitled to reasonably assume that the Customer has received permission from the cardholder for use of the credit card for the transaction.
   • Gladfield Malt reserves the right to terminate the Customer’s order if it learns that you have provided false or misleading information, interfered with other users or the administration of Gladfield Malt’s business, or violated these terms and conditions.

7. Price and Payment
   • At Gladfield Malt’s sole discretion the Price shall be either:
     • as indicated on any invoice provided by Gladfield Malt to the Customer; or
     • the Price as at the date of Delivery of the Goods according to Gladfield Malt’s current price list; or
     • Gladfield Malt’s quoted price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
   • Gladfield Malt reserves the right to change the Price, where;
     • a variation to Gladfield Malt’s quotation is requested; or
     • there are shipping or transport delays due to adverse conditions or road closures;or
     • any premiums or costs incurred in arranging cover in respect of insurance on behalf of the Customer; or
     • in the event of increases to Gladfield Malt in the cost of labour or third party services, which are beyond Gladfield Malt’s control, due to:
       • market price changes; or
       • fluctuations in currency exchange and/or international freight and insurance charges; or
       • taxes, levies and charges arising from regulations applying to the Goods in any country; or
       • all packaging, quality assurance, freight, cartage, storage, container loading, insurance, handling and other associated costs incurred up to the time of shipment of the Goods from New Zealand; or
       • all finance charges on financial accommodation and advance by Gladfield Malt to the Customer or in the course of handling the sale of the Goods;
       • direct costs and commissions payable by or to overseas agents.
     • Variations will be charged for on the basis of Gladfield Malt’s quotation, and will be detailed in writing, and shown as variations on Gladfield Malt’s invoice. The Customer shall be required to respond to any variation submitted by Gladfield Malt within ten (10) working days. Failure to do so will entitle Gladfield Malt to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
     • At Gladfield Malt’s sole discretion a non-refundable deposit may be required.
     • Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Gladfield Malt, which may be:
       • on Delivery of the Goods;
       • by way of instalments/progress payments in accordance with Gladfield Malt’s payment schedule;
       • for certain approved Customers, due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;
       • the date specified on any invoice or other form as being the date for payment; or
       • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Gladfield Malt.
     • Payment may be made by electronic/on-line banking, or by any other method as agreed to between the Customer and Gladfield Malt.
     • Gladfield Malt may in its discretion allocate any payment received from the Customer towards any invoice that Gladfield Malt determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer Gladfield Malt may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Gladfield Malt, payment will be deemed to be allocated in such manner as preserves the maximum value of Gladfield Malt’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
     • The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Gladfield Malt nor to withhold payment of any invoice because part of that invoice is in dispute.
     • Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to Gladfield Malt an amount equal to any GST Gladfield Malt must pay for any supply by Gladfield Malt under this or any other contract for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

8. Delivery of Goods
   • Delivery (“Delivery”) of the Goods is taken to occur at the time that:
     • the Customer or the Customer’s nominated carrier takes possession of the Goods at Gladfield Malt’s address; or
     • Gladfield Malt (or Gladfield Malt’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
   • At Gladfield Malt’s sole discretion the cost of Delivery is in addition to the Price.
   • Gladfield Malt may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

Any time specified by Gladfield Malt for Delivery of the Goods is an estimate only. The Customer must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. Gladfield Malt will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late. In the event that the Customer is unable to take Delivery of the Goods as arranged then Gladfield Malt shall be entitled to charge a reasonable fee for redelivery and/or storage.

9. Export Contracts
   • Where the Goods are exported, delivery of the Goods will be subject to a FOB Contract.
   • In the event of a FOB Contract the following shall apply;
     • the Goods shall be delivered by Gladfield Malt by Delivery on board the agreed mode of transport on the delivery date. Gladfield Malt shall promptly notify the Customer that the Goods have been delivered aboard. Title (subject to clause 9) to, and risk in the Goods shall pass to the Customer upon such Delivery being effected. Gladfield Malt shall promptly provide the Customer with a clean shipped bill of lading in respect of the Goods; and
     • the Customer shall reserve the necessary space on board the agreed mode of transport and give Gladfield Malt due notice of the loading berth and any revised Delivery dates. The Customer shall bear any costs caused due to the failure of the agreed mode of transport being available to load the Goods on the Delivery date.
   • The Customer acknowledges and accepts that:
     • Gladfield Malt shall not be liable for any actual, direct or consequential or economic loss suffered by the Customer as a result of any Goods submitted to the exporter that become the rejected due to inherent vice;
     • the Customer agrees to maintain all appropriate insurances and any additional covers as deemed necessary during the course of this Contract. Details of such is to be made available to Gladfield Malt upon request;
     • the exporter is responsible for the freight but not the Goods; and
     • the Customer shall be liable for all costs and expenses relating to the Goods packed to statutory requirements for export and submitted but then rejected from export for inherent vice (including but not limited to, inspection (i.e. rot and/or general detoriation), storage, trapsort, handling, replacking and disposal costs).

10. Demurrage
    • The Customer will be and shall remain responsible to Gladfield Malt for all its proper charges incurred for any reason. A charge may be made by Gladfield Malt in respect of any delay in excess of thirty (30) minutes in loading or unloading occurring other than from the default of Gladfield Malt.  Such permissible delay period shall commence upon Gladfield Malt reporting for loading or unloading. Labour to load or unload the vehicle shall be the responsibility and expense of the Customer or Consignee.

11. Loss or Damage to Customer’s Goods
    • This Contract is “at limited carrier’s risk”. Subject to any statutory provisions imposing liability in respect of the loss of or damage to the Goods:
      • Gladfield Malt shall not be under any liability for any loss or damage suffered by Gladfield Malt, Customer (or any third party) as a result of:
        • the Customer contravening clause 3; or
        • any defect or inherent vice or natural deterioration or wastage of the Goods; or
        • seizure under legal process.
      • Gladfield Malt shall not be under any liability for any consequential or indirect loss, loss of market or consequences of delay; and
      • the Customer will indemnify Gladfield Malt against all claims of any kind whatsoever, howsoever caused or arising brought by any person in connection with any matter or thing done, said or omitted by Gladfield Malt in connection with the Goods.

12. Insurance
    • The Customer acknowledges that:
      • the Goods are carried and stored at the Customer’s sole risk and not at the risk of Gladfield Malt;
      • Gladfield Malt is under no obligation to arrange insurance of the Goods and it remains the Customer’s responsibility to ensure that the Goods are insured adequately or at all; and
      • under no circumstances will Gladfield Malt be under any liability with respect to the arranging of any such insurance and no claim will be made against Gladfield Malt for failure to arrange or ensure that the Goods are insured adequately or at all.

13. Claims
    • Notwithstanding clauses 11 and 12, in the event that the Customer believes that they have any claim against Gladfield Malt then they must lodge any notice of claim for consideration and determination by Gladfield Malt immediately on delivery, or for non-delivery within seven (7) days of the anticipated date of delivery or the removal or destruction of the Goods.
    • The failure to notify a claim within the time limits under clause 1 is evidence of satisfactory performance by Gladfield Malt of its obligations.

14. Risk
    • Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
    • If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, Gladfield Malt is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Gladfield Malt is sufficient evidence of Gladfield Malt’s rights to receive the insurance proceeds without the need for any person dealing with Gladfield Malt to make further enquiries.
    • If the Customer requests Gladfield Malt to leave Goods outside Gladfield Malt’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.

15. Out of Stock/Substitution
    • Gladfield Malt will use its reasonable endeavours to ensure that all Goods ordered by the Customer are supplied to the Customer. If the Goods ordered are not available in stock, Gladfield Malt shall work with the Customer on a case by case basis where options may include back order of Goods or amendment to the order.

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

17. Personal Property Securities Act 1999 (“PPSA”)
    • Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
      • these terms and conditions constitute a security agreement for the purposes of the PPSA; and
      • an All Present and After Acquired Personal Property (APAPPS) security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Customer to Gladfield Malt for Services – that have previously been supplied and that will be supplied in the future by Gladfield Malt to the Customer.
    • The Customer undertakes to:
      • sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Gladfield Malt may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
      • indemnify, and upon demand reimburse, Gladfield Malt for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
      • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Gladfield Malt; and
      • immediately advise Gladfield Malt 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.
    • Gladfield Malt and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
    • The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
    • Unless otherwise agreed to in writing by Gladfield Malt, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    • The Customer shall unconditionally ratify any actions taken by Gladfield Malt under clauses 1 to 17.5.
    • Subject to any express provisions to the contrary (including those contained in this clause 17), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

18. Security and Charge
    • In consideration of Gladfield Malt agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    • The Customer indemnifies Gladfield Malt from and against all Gladfield Malt’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Gladfield Malt’s rights under this clause.
    • The Customer irrevocably appoints Gladfield Malt and each director of Gladfield Malt as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 18 including, but not limited to, signing any document on the Customer’s behalf.

19. Defects
    • The Customer shall inspect the Goods on Delivery and shall within seven (7) days of Delivery (time being of the essence) notify Gladfield Malt of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Gladfield Malt 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 Gladfield Malt has agreed in writing that the Customer is entitled to reject, Gladfield Malt’s liability is limited to either (at Gladfield Malt’s discretion) replacing the Goods or repairing the Goods.
    • Goods will not be accepted for return other than in accordance with 1 above, and provided that:
      • Gladfield Malt has agreed in writing to accept the return of the Goods; and
      • the Goods are returned at the Customer’s cost within fourteen (14) days of the Delivery date; and
      • Gladfield Malt will not be liable for Goods which have not been stored or used in a proper manner; and
      • the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
    • Gladfield Malt may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty percent (20%) of the value of the returned Goods plus any freight.

20. Warranty
    • For Goods not manufactured by Gladfield Malt, the warranty shall be the current warranty provided by the manufacturer of the Goods. Gladfield Malt 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.

21. Consumer Guarantees Act 1993
    • If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by Gladfield Malt to the Customer.

22. Intellectual Property
    • Where Gladfield Malt has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of Gladfield Malt. Under no circumstances may such designs, drawings and documents be used without the express written approval of Gladfield Malt.
    • The Customer warrants that all designs, specifications or instructions given to Gladfield Malt will not cause Gladfield Malt to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Gladfield Malt against any action taken by a third party against Gladfield Malt in respect of any such infringement.
    • The Customer agrees that Gladfield Malt may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Gladfield Malt has created for the Customer.

23. Confidentiality
    • Each party agrees to treat all information and ideas communicated by the other party confidential and each agrees not to divulge it to any third party, without the other party's written consent.

24. Default and Consequences of Default
    • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Gladfield Malt’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    • If the Customer owes Gladfield Malt any money the Customer shall indemnify Gladfield Malt from and against all costs and disbursements incurred by Gladfield Malt in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Gladfield Malt’s collection agency costs, and bank dishonour fees).
    • Further to any other rights or remedies Gladfield Malt may have under this Contract, if a Customer has made payment to Gladfield Malt, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Gladfield Malt under this clause 24 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this Contract.
    • Without prejudice to Gladfield Malt’s other remedies at law Gladfield Malt shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Gladfield Malt shall, whether or not due for payment, become immediately payable if:
      • any money payable to Gladfield Malt becomes overdue, or in Gladfield Malt’s opinion the Customer will be unable to make a payment when it falls due;
      • the Customer has exceeded any applicable credit limit provided by Gladfield Malt;
      • the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

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

26. Privacy Policy
    • All emails, documents, images or other recorded information held or used by Gladfield Malt is Personal Information as defined and referred to in clause 3 and therefore considered confidential. Gladfield Malt acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Gladfield Malt acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer’s Personal Information, held by Gladfield Malt that may result in serious harm to the Customer, Gladfield Malt will notify the Customer in accordance with the Act and/or the GDPR.  Any release of such personal information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Customer by written consent, unless subject to an operation of law.
    • Notwithstanding clause 1, privacy limitations will extend to Gladfield Malt in respect of Cookies where the Customer utilises Gladfield Malt’s website to make enquiries. Gladfield Malt agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer’s:
      • IP address, browser, email client type and other similar details;
      • tracking website usage and traffic; and
      • reports are available to Gladfield Malt when Gladfield Malt sends an email to the Customer, so Gladfield Malt may collect and review that information (“collectively Personal Information”)

If the Customer consents to Gladfield Malt’s use of Cookies on Gladfield Malt’s website and later wishes to withdraw that consent, the Customer may manage and control Gladfield Malt’s privacy controls via the Customer’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

• The Customer authorises Gladfield Malt or Gladfield Malt’s agent to:
  • access, collect, retain and use any information about the Customer;
    • (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
    • for the purpose of marketing products and services to the Customer.
  • disclose information about the Customer, whether collected by Gladfield Malt from the Customer directly or obtained by Gladfield Malt from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
• Where the Customer is an individual the authorities under clause 3 are authorities or consents for the purposes of the Privacy Act 1993.
• The Customer shall have the right to request (by e-mail) from Gladfield Malt, a copy of the Personal Information about the Customer retained by Gladfield Malt and the right to request that Gladfield Malt correct any incorrect Personal Information.
• Gladfield Malt will destroy Personal Information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
• The Customer can make a privacy complaint by contacting Gladfield Malt via e-mail. Gladfield Malt will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at http://www.privacy.org.nz/comply/comptop.html.

27. Compliance Laws
    • Gladfield Malt warrants that Goods manufactured on its registered premises, and supplied to all Customers, shall meet all safety regulations and standards as defined by the Hazard Analysis and Critical Control Points (HACCP), Food Safety Programme, and is eminently suitable for public consumption and thereby compliant with the Australia New Zealand Food Standards Code.
    • The Customer shall obtain (at the expense of Gladfield Malt) all licenses and approvals that may be required for the Goods (including but not limited to any taxes, duties,levies,customs and import duties (where applicable) etc).

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

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

30. General
    • All disputes and differences between the Customer and Gladfield Malt concerning this Contract shall be referred to arbitration under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with provisions of the Arbitration Act 1996.
    • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Christchurch Courts of New Zealand.
    • Except to the extent permitted by law “CGA”, Gladfield Malt 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 Gladfield Malt of these terms and conditions (alternatively Gladfield Malt’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    • Gladfield Malt may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
    • The Customer cannot licence or assign without the written approval of Gladfield Malt.
    • Gladfield Malt may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of Gladfield Malt’s sub-contractors without the authority of Gladfield Malt.
    • The Customer agrees that Gladfield Malt may amend their general terms and conditions for subsequent future contracts with the Customer by disclosing such to the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for Gladfield Malt to provide Goods to the Customer.
    • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    • Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.