Conditions of Sale
PARTIES
(1) The Buyer
(2) SEA AIR AND LAND COMMUNICATIONS LTD (Salcom)
BACKGROUND
A. Salcom is in the business of manufacturing and supplying radio control and telemetry devices and related accessories.
B. The buyer is anyone who has requested that Salcom supply goods, related services and/or other products to it.
C. Salcom’s agreement to supply and the buyer’s agreement to purchase the products is set out in these Conditions of Sale.
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 In these Conditions of Sale:
‘The buyer’ means anyone that buys goods and/or services from Salcom.
‘Confidential information’ means:
(a) The existence of the contract, its subject matter and the terms and conditions contained in it; and
(b) Any information which is not public knowledge and which is obtained from the other party pursuant to or in the course of the negotiation or implementation of the contract.
‘The contract’ means these Conditions of Sale between Salcom and the buyer for the purchase of the goods together with the relevant purchase order and confirmation of order.
‘Delivery’ occurs at the earlier of when goods are delivered to the buyer’s premises and when they are signed for and ‘delivered’ has a corresponding meaning.
‘The goods’ means the product, services and accessories supplied or to be supplied by Salcom to the buyer including any device/s made to order pursuant to clause 4.1.
‘The price’ means the price of the goods in New Zealand dollars (Unless otherwise stated) determined in accordance with these Conditions of Sale. This may include (but is not limited to) the quoted price, price list price or contract price.
‘Quote’ means a quote issued by Salcom to the buyer in relation to specific goods.
‘Specifications’ means the specifications for goods made to order by Salcom for the buyer as described in the quotation.
‘Specification change order’ means a specification change order made in accordance with clause 4.
‘Working day’ means a day other than a Saturday or Sunday, on which banks in Christchurch are generally open for business.
1.2 Headings are used as a matter of convenience and shall not affect the interpretation of these conditions.
2. CONTRACT
2.1 These Conditions of Sale replace any existing written agreement between Salcom and the buyer for the supply of goods by Salcom to the buyer.
2.2 Any purchase order and Salcom’s confirmation of order (where the contract arises from an order by the buyer) together with these Conditions of Sale shall form the contract between Salcom and the buyer. Receipt of a purchase order from the buyer will be deemed to be acceptance by the buyer of these Conditions of Sale.
2.3 Where there is a conflict between:
(a) Salcom’s confirmation of order and these Conditions of Sale, Salcom’s confirmation of order shall prevail;
(b) A purchase order and these Conditions of Sale, these Conditions of Sale shall prevail; and
(c) A quote and a purchase order, the quote shall prevail.
2.4 No agent or representative of Salcom is authorised to make any representations, warranties, conditions or agreement not expressly confirmed by Salcom in writing and Salcom is not in any way bound by any such unauthorised statements nor can any such statements be taken to form a contract or part of a contract with Salcom.
2.5 No contract or purchase order (whether or not confirmed) may be varied or cancelled without Salcom’s prior written consent and without payment of any variation or cancellation charge prescribed by Salcom.
3. PURCHASE ORDERS
3.1 Purchase orders bind the buyer to the delivery of, and payment for, the quantities of the goods specified in the purchase order at the quoted price (where the purchase order is made in reliance on a quote and delivery is required before the expiry of the quote) or the price determined in accordance with these Conditions of Sale (e.g. per price list or agreed contract).
3.2 Purchase orders bind Salcom once Salcom has confirmed the purchase order in writing.
3.3 Purchase orders must specify:
(a) The goods and quantity required;
(b) The specifications (if necessary);
(c) The required date and place of delivery;
(d) Any relevant quote number, quoted price and quote expiry date;
(e) The relevant contract number;
(f) The delivery address; and
(g) All other relevant provisions.
3.4 If the buyer fails to record any of the information as required by clause 3.3 above on the purchaser order or the buyer records incorrect information on the purchase order (such as an incorrect part number) and, as a result, Salcom incurs costs then Salcom may, at its option, require the buyer to reimburse it for such costs incurred.
3.5 Purchase orders may be cancelled with Salcom’s consent on payment of the costs incurred by Salcom in processing the order and manufacturing the relevant goods to the date written notice of Salcom’s consent to the cancellation of the order is sent by Salcom to the buyer, on invoice by Salcom.
3.6 If Salcom forms the view that the buyer is unable to fulfil any of the conditions of sale including the payment terms for any goods then Salcom may, in its sole discretion, suspend performance of its obligations under these Conditions of Sale, including manufacturing to meet the requirements of any purchase order or continuing to fill any purchase order.
4. GOODS MADE TO ORDER
4.1 Where goods are made to order for the buyer, the buyer may issue a specification change order on the following grounds:
(a) To improve manufacture, including but not limited to, technological improvements, reduction in cost or time of production;
(b) To correct a problem in a design current at that time;
(c) To respond to a request from a buyer for a change to the design, manufacturing process or the specifications;
(d) To respond to a request from Salcom for a change to the design, manufacturing process or the specifications.
4.2 The specification change order is to specify:
(a) The change to the specifications;
(b) The name and signature of the person with the authority to approve and release the specification change order;
(c) The date from which the specification change order is effective; and
(d) Whether the specification change order is effective in respect of any or all of the following:
(i) New production; or
(ii) Existing stock; or
(iii) Work-in-progress.
4.3 If Salcom accepts the request and confirms this to the buyer in writing, Salcom shall carry out and comply with any specification change order made under these Conditions of Sale. The cost of complying with the specification change order shall be added to or deducted from the price of goods and will be set in the specification change order confirmation from Salcom. Any dispute over the appropriate adjustment shall be determined in accordance with the procedure set out in clause 17.
4.4 If manufacturing or procurement has begun before a specification change order request is confirmed by Salcom to the buyer any completed items, work in progress or raw materials that cannot be altered or will not be required to comply with the specification change order will be invoiced to the buyer. This will be at the previously agreed price (in terms of completed items) or at the cost of manufacture and processing the order to the date Salcom accepts in writing the specification change order request.
5. PRICE
5.1 Subject to clauses 5.2 and 5.3, the price for goods will be as set out in the relevant quote or, in the absence of a quote, as invoiced by Salcom using the agreed pricing applicable at the date of delivery.
5.2 Unless there has been a failure on the part of Salcom to supply goods on or before an agreed delivery date, a price specified in a quote will cease to apply to an order where the quote has expired at the time of delivery. Quotes expire twenty (20) working days after submission to the buyer by Salcom unless otherwise noted on the quote.
5.3 The buyer agrees that the price for goods the subject of a quote may exceed the price in the quote where the price to Salcom of raw materials and other manufacturing costs have increased since the time of the quote and the exchange rate has moved against Salcom, in which case the quoted price may be increased by Salcom to reflect the increased price of materials and the change in the exchange rate.
5.4 The price excludes freight unless otherwise specified. Freight surcharges may also apply to after hours or weekend deliveries.
5.5 Price change notifications will be at Salcom’s discretion.
5.6 Goods and Services Tax and other taxes and duties assessed or levied in connection with the supply of the goods to the buyer are not included in the price and shall be payable by the buyer in addition to the price or, where the payment of such taxes or duties is the responsibility of Salcom at law, the price shall be increased by the amount of such taxes or duties.
6. PAYMENT
6.1 Payment for goods delivered and payment of any other amounts invoiced by Salcom shall be made by the 20th of the month following invoice.
6.2 Salcom may at any time require security for payment for goods and may suspend performance of its obligations under the contract until sufficient security is provided.
6.3 For the avoidance of doubt, the buyer shall not be entitled to withhold payment for any goods where there is no dispute in relation to those goods i.e. if an invoice relates to a delivery where some goods are in dispute and some are not, then the buyer must pay for the goods that are not in dispute by the date specified in clause 6.1 above.
6.4 All payments are strictly net. No deductions may be made for rebates until a credit note has been raised by Salcom and issued to the buyer.
6.5 Any late payment or non-payment will constitute a default by the buyer in the performance of the contract. Interest at 3% per annum above the highest base overdraft rate charged by Salcom’s principal bank at the time of commencement of the default may be payable from the time of commencement of the default until the date of payment but without prejudice to Salcom’s other rights or remedies.
6.6 In addition to interest, the buyer will be liable for all debt collection costs, including solicitor’s costs, incurred by Salcom in recovering any outstanding amounts.
6.7 Salcom may offset any payments due to the buyer while any overdue amounts payable to Salcom remain outstanding.
6.8 If the buyer defaults in the due payment of any moneys payable to Salcom, whether under the contract or otherwise, or if the buyer is in default in the performance of its obligations under the contract or any other contract between Salcom and the buyer or if Salcom deems the credit of the buyer to be unsatisfactory, without prejudice to any other right it has at law or in equity, Salcom may, at its option, suspend or terminate the contract, and payment for goods delivered and work in progress up to the date of such suspension or termination and any other moneys payable hereunder shall immediately become due and payable.
7. DELIVERY
7.1 Delivery shall be made at the place specified in the relevant confirmation of order. If the buyer fails or refuses or indicates to Salcom that it will fail or refuse to take or accept delivery, then the goods shall be deemed to have been delivered when Salcom was willing to deliver them. The buyer will meet any costs incurred if goods have been turned away and returned to a depot. Off-loading shall be the responsibility and at the cost of the buyer.
7.2 The date and place for delivery specified in the relevant confirmation of order may be changed at the request of the buyer with Salcom’s consent.
7.3 Salcom reserves the right to deliver the goods by instalments at times suitable to it in its sole discretion determined with reference to its manufacturing timetable.
7.4 Should Salcom fail to deliver or make defective delivery of one or more instalments this shall not entitle the buyer to repudiate the contract.
7.5 Salcom will not accept goods that have been damaged in transit for return where the buyer has indicated on its acceptance of delivery that they are in a satisfactory condition. Goods that are obviously damaged must be advised as such immediately on receipt.
7.6 Salcom will not accept liability for goods delivered to sites other than business premises or where buyer staff are not present to receipt the goods.
8. DELAY
8.1 Any time for delivery of the goods shall be approximate only and shall not be deemed to be of the essence of the contract.
8.2 While Salcom will use all reasonable endeavours to ensure that goods are delivered by their agreed delivery date, no penalty will be imposed on Salcom nor will a reduction in the price be available on the grounds of failure to meet a delivery date.
8.3 If the manufacture, supply or delivery of the goods is delayed by reason of or as a result of any act, omission, default or request by or on behalf of the buyer, Salcom may, without prejudice to its other rights and remedies, require payment by the buyer of such portion of the price as represents the extent to which Salcom has performed the contract or carried out work required by the contract up to the date such payment is required together with the any expenses or additional costs incurred by Salcom as a result of such delay. In the event of such delay continuing beyond a reasonable time, Salcom may, without prejudice to its other remedies, terminate the contract.
9. RISK
9.1 Risk of any loss, damage or deterioration of or to the goods shall be borne by the buyer from the date of delivery of the goods.
9.2 The buyer must notify Salcom in writing within three (3) working days of the date of delivery of the goods should there be any discrepancy in the goods which should have been delivered and the goods actually delivered including details of any deficiencies in quantity, quality and so on (the “Notice”). Upon Salcom’s receipt of the Notice, Salcom will have twenty (20) working days to investigate the details of discrepancies or deficiencies in respect of the goods as provided in the Notice before deciding on the appropriate course of action.
9.3 From the time of delivery until property in the goods passes to the buyer, the buyer will insure the goods against all appropriate risks and provide copies of all insurance policies or certificates of currency to Salcom on request.
9.4 If any of the goods are damaged or destroyed prior to property therein passing to the buyer, Salcom shall be entitled, without prejudice to any of its other rights or remedies under the contract, to receive all insurance proceeds which are payable in respect thereof (whether or not the price of such goods has become payable under the contract).
10. PROPERTY
10.1 Unless the context otherwise requires terms and expressions in this clause 10 that are defined in the Personal Property Securities Act 1999 (“PPSA”) shall have the same meaning in this clause 10 as in the PPSA and references to the goods include references to any one of them.
10.2 The buyer grants Salcom a security interest in the goods as security for all amounts owing by the buyer to Salcom and performance of the buyer’s obligations under the contract.
10.3 The buyer shall ensure that it is always able to identify: (a) The goods from any other goods that may be in the buyer’s possession; and (b) The particular goods to which any invoice relates.
10.4 Title to the goods shall remain in Salcom until there are no longer any amounts owing to Salcom by the buyer.
10.5 Until title to any particular goods passes to the buyer, the buyer shall:
(a) Return those goods to Salcom on request; and
(b) Deposit any cash proceeds of those goods for Salcom in a separate account named the “Salcom Proceeds Account” and notify the bank where that account is held of Salcom’s interest in the moneys in that account.
10.6 If the buyer fails to comply with any term of the contract or any other agreement between Salcom and the buyer, Salcom or Salcom’s agent may, in addition to any other rights and remedies either of them may have at law (including under any statute), enter any land or building owned, occupied, or used by the buyer, to search for and re-take possession of the goods.
10.7 The buyer agrees that sections 114(1) (a), 133 and 134 of the PPSA shall not apply on the enforcement by Salcom of any security interest created or provided for by the contract. The buyer also waives any rights it may have under sections 116, 119, 120(2), 121, 125, 129 and 131 of the PPSA on such enforcement.
10.8 The buyer acknowledges that they have read these Conditions of Sale and waives any right it may have to receive from Salcom a copy of any financing statement, financing change statement or verification statement that is registered, issued, or received at any time in relation to the contract.
10.9 The buyer will not change its name without giving Salcom fifteen (15) working days’ notice of what its new name will be.
10.10 The buyer shall pay all costs and expenses of Salcom in relation to compliance with any demand given by the buyer under section 162 of the PPSA, or in relation to any application for, or the obtaining of, a court order to maintain any registration in respect of any of the security interests created under these Conditions of Sale and the serving of any such court order on the buyer or the Registrar of Personal Property Securities.
10.11 Any payment received from the buyer may be applied by Salcom to all or part of the amount owing for any goods as Salcom sees fit irrespective of whether that payment is intended by the buyer to be for particular goods or in respect of a particular invoice.
10.12 Any payment received from the buyer that is not applied by Salcom under clause 10 shall first go towards satisfying the buyer’s obligation to pay for goods that, at the time of payment, have been sold by the buyer. The balance (if any) shall go towards satisfying the buyer’s obligation to pay for goods that have not been sold by the buyer. This provision shall apply irrespective of the order in which goods have been delivered to the buyer, any entry contained in a statement of account issued by Salcom, any rule of law or any other matter.
10.13 Clauses 10.11 and 10.12 shall apply to any payment received from the buyer irrespective of whether that payment is intended by the buyer to be for particular goods or in respect of a particular invoice.
10.14 When there are amounts owing by the buyer to Salcom, the buyer shall, at the request of Salcom, promptly provide a written inventory of any dealings with the goods, including details of those goods that have:
(a) Been sold by the buyer;
(b) Become an accession; or
(c) Been so manufactured, processed, assembled, or commingled that their identity has been lost.
Where the buyer has previously provided an inventory to Salcom any subsequent inventory need only include details of any dealings with the goods since the most recent inventory. If requested by Salcom an inventory shall also include the amount and location of any proceeds that the buyer is at that time holding on trust for Salcom.
10.15 Notwithstanding that property in the goods is retained by Salcom, the buyer is hereby authorised to sell the goods in the ordinary course of business. Such authority:
(a) May be revoked by written notice from Salcom at any time if Salcom deems the credit of the buyer to be unsatisfactory or the buyer is in default in the performance of its obligations under the contract or any other contract between Salcom and the buyer; and
(b) Shall be deemed automatically revoked if the buyer enters into any composition or arrangement with its creditors, passes a resolution for its liquidation or the appointment of a voluntary administrator or a liquidator, voluntary administrator or receiver is appointed.
11. RETURNS
11.1 Unless goods are returned pursuant to a warranty claim:
(a) Salcom will not accept the return of any goods unless the return has first been approved in writing by Salcom. For the avoidance of doubt, any goods returned to Salcom by a freight provider or courier are not deemed to have been returned unless approved in writing.
(b) Salcom will not accept the return of any goods where the goods have been altered in any way.
(c) Salcom will not accept the return of any made to order goods.
(d) Accessories, which for the avoidance of doubt, includes (but is not limited to) power supplies, antennas, antenna cable and all third party manufactured products will not be accepted as returns.
11.2 Where goods are returned for other than as part of a warranty claim (e.g. customer initiated errors):
(a) Salcom will charge a minimum restocking fee of 15% (minimum of $250.00) of the price of the goods returned (in addition to any testing and freight charges that may apply), which will be deducted from the credit to be applied by Salcom to the buyer’s account in respect of the returned goods;
(b) The buyer will meet the costs of freight of the goods to the warehouse from which they were dispatched and any costs associated with the original supply;
(c) The buyer will meet the costs incurred in testing and re-packaging if applicable;
(d) Salcom will not accept any goods that have been incorrectly packed.
11.3 For the purpose of clause
11.2, "customer initiated errors" include (but are not limited to) the following:
(a) The buyer ordering the incorrect goods; (b) The buyer ordering the incorrect quantity and/or pack size of goods; (c) The buyer cancelling its order after goods and/or Salcom equipment has been programmed or set up for a specific site or goods have been despatched from Salcom;
(d) The buyer no longer requiring the goods ordered; and
(e) The buyer incorrectly ordering the same goods twice.
12. WARRANTIES
12.1 Salcom will make good any defects in materials or workmanship arising within 12 months from the date of delivery of the goods. No claim shall be accepted unless written notice of the claim is received by Salcom as soon as reasonably possible after the defect is discovered nor shall any claim be accepted if:
(a) Any attempt to repair the defective goods is made by any person not authorised by Salcom to effect such repairs; or
(b) The defective goods have been modified or incorrectly stored, maintained, installed or operated.
12.2 Any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise (whether of a like nature or not) and whether express or implied by law, trade custom or otherwise are expressly excluded.
12.3 If the goods or any component or components thereof are not manufactured by Salcom, then the foregoing warranty shall not apply to such goods, component or components as are not manufactured by Salcom and no warranties are given by Salcom in respect of such goods, component or components. In the case where the manufacturer or supplier of any such goods, component or components provides any warranty, then Salcom (to the extent that it is able to do so) shall make such warranty available to the buyer.
12.4 If Salcom fails to perform its warranty obligations under clause 12.1 hereof, Salcom’s liability for such failure shall be limited to replacement of the goods in question or damages (at Salcom’s discretion) which shall be subject to the limitation contained in clause 13.3.
12.5 The buyer warrants that the design, materials, documents and methods of working for each of the goods that is made to order for it by Salcom shall not infringe any intellectual property rights.
12.6 Salcom products must be handled and installed using ESD protection (Electo Static Discharge) and all installed systems should incorporate ESD protection. Failure to implement antistatic ESD procedures and protection will void product warranty.
12.7 Environmental factors such as abnormal temperature extremes, humidity/dampness, corrosive atmospheres, vibration, power supply fluctuations/transients or other such interference from high power switching or radio frequency sources are outside the terms of Salcom's warranty unless specifically provisioned for.
12.8 Signal path variations causing poor radio reception such as but not limited to line of sight, fresnel zone clearances, multiple path reflections, knife edge refraction, absorption by vegetation, growing vegetation, summer/winter variations, obstructions by buildings, hills etc are all factors that are out Salcom’s control. While every effort will be made by Salcom staff if required to offer a solution or advice Salcom cannot be made responsible for the above factors.
12.9 Salcom equipment is not normally configured for failsafe operation and the purchaser agrees not to use Salcom equipment in situations where injury or damage could result from equipment or system failure.
12.10 Salcom reserves the right to change products, specifications, and installation data at any time, without notice.
13. LIABILITY
13.1 Salcom shall not be liable for any loss of profits or any other consequential, indirect or special loss suffered by the buyer or any other person arising from any breach by Salcom of the contract or from any negligence on the part of Salcom, its employees, agents or contractors in relation to the contract.
13.2 The buyer shall not have any right of recourse (whether by legal proceedings or otherwise) against Salcom in respect of any claims made against the buyer by any third parties in relation to any loss of profits or any other consequential, indirect or special loss suffered by any such third parties arising from any breach by Salcom of the contract or from any negligence on the part of Salcom, its employees, agents or contractors in relation to the contract.
13.3 Notwithstanding anything contained in this clause or contained elsewhere in the contract, the liability of Salcom, whether in contract, tort or otherwise, in respect of all claims for loss, damage or injury arising from breach of any of Salcom’s obligations arising under or in connection with the contract or otherwise shall not in aggregate exceed the price for the goods concerned.
14. DIMENSIONS AND SPECIFICATIONS
14.1 Specifications of Salcom equipment and other descriptions of goods contained or referred to in the contract or in any catalogues or other publications maintained or issued by Salcom are estimates only. Unless otherwise expressly agreed in writing, it is not a condition of the contract that the goods, where they are not made to the buyer’s specifications, will correspond precisely with such specifications and descriptions, and customary tolerances, or in the absence of customary tolerances, reasonable tolerances, shall be allowed.
15. INTELLECTUAL PROPERTY
5.1. Definition of Intellectual Property. "Intellectual Property" means mechanical or electronic hardware (Such as but not limited to Salcom manufactured equipment with which the software/firmware interfaces, operates or is otherwise used), software, including all know-how, trade secrets, copyrights, and patentable inventions relating thereto, including materials, notes, designs, technical data, ideas, know-how, research, reports, documentation and other information related thereto.
15.2 Ownership of the intellectual property rights associated with the goods and any manufacturing process for the goods and any documentation provided by Salcom pursuant to these Conditions of Sale is vested and shall vest in Salcom.
15.3 All materials, including, but not limited to hardware, software, programs, source code, firmware and object code, comments to the source or object code, specifications, documents, abstracts and summaries thereof (collectively, the “Products”) developed by Salcom remain the exclusive intellectual property of Salcom.
15.4 The above products when incorporated in Salcom equipment are available for use by the buyer with the understanding that neither hardware nor software will be copied or reverse engineered or interfered with in any way.
15.5 Any specific modifications made to the hardware, software or firmware by Salcom for the purpose of customizing the product for the buyer will be charged on a time basis. Only if specifically agreed in writing by Salcom will any software or firmware be created and sold to a buyer.
16. FORCE MAJEURE
16.1 Neither party will be liable for any act, omission, or failure to fulfil its obligations under these Conditions of Sale if such act, omission or failure arises from any cause reasonably beyond its control including strikes, lockouts, riots, acts of war, epidemics, governmental action superimposed after the date of these Conditions of Sale, fire, communication line failures, power failures, earthquakes or other disasters (“Force Majeure”).
16.2 The party unable to fulfil its obligations due to a Force Majeure shall:
(a) Immediately notify the other in writing and provide full information concerning the Force Majeure event including an estimate of the time likely to be required to overcome the event;
(b) Use its best endeavours to overcome the event and minimise the loss to the other party; and
(c) Continue to perform its obligations as far as practicable.
17. DISPUTES
17.1 The parties will meet and discuss in good faith any disputes between them arising out of the contract.
17.2 If the discussions referred to in clause 17.1 fail to resolve the relevant dispute within twenty (20) working days of the dispute arising, any party may (by written notice to the other parties) require that the dispute be submitted for mediation by a single mediator nominated by the President for the time being of the Canterbury District Law Society or its successor. In the event of any such submission to mediation:
(a) The mediator will be deemed to be not acting as an expert or an arbitrator;
(b) The mediator will determine the procedure and timetable for the mediation.
17.3 The cost of the mediation will be shared equally between the parties to the dispute.
17.4 If the dispute has not been resolved within twenty (20) working days of the mediator being appointed or such longer period agreed in writing by the parties then the parties agree to refer the dispute to arbitration in accordance with the Arbitration Act 1996 (excluding clauses 4 and 5 of the Second Schedule of that Act). The arbitration shall be conducted by one arbitrator appointed by the parties to the dispute, if the parties to the dispute can agree upon one, or, failing agreement, one arbitrator to be appointed by the President for the time being of the Canterbury District Law Society or its successor. The parties agree to be bound by the award of the arbitrator.
17.5 Pending final settlement of any dispute, the parties shall continue to perform their obligations under the contract so far as possible as if no dispute had arisen.
17.6 Nothing in this clause 17 shall preclude a party from taking immediate steps to seek equitable relief before a New Zealand Court prior to the award of an arbitrator being given.
18. CONFIDENTIALITY
18.1 Each party agrees that it will not without the prior written consent of the other use confidential information or disclose confidential information to any person other than those of its officers, employees and advisers essential to the implementation of the provisions contained in it or as required by law.
18.2 Each party shall use its best endeavours to ensure those of its officers, employees and advisers to whom confidential information is disclosed in terms of clause 18.1 are aware of and comply with the confidentiality obligations imposed by that clause.
18.3 If a party is required by law to disclose any confidential information it will immediately, and prior to such disclosure, advise the other party.
18.4 The obligations under this clause shall survive termination or cancellation of this agreement.
18.5 Except as required by law, neither of the parties shall make any announcement or disclosure relating to the existence of these Conditions of Sale or its subject matter or terms except in such form and manner, and at such time as the parties agree.
19. NOTICES
19.1 Each notice, agreement and other communication (each a "communication") to be given, delivered or made under these Conditions of Sale is to be in writing but may be sent by personal delivery, post (by airmail if to another country), email or facsimile.
19.2 Each communication under these Conditions of Sale is to be sent to the address, email address or facsimile number of the relevant party or to any other address from time to time designated for that purpose by at least five (5) working days’ prior notice
to the other.
19.3 A communication under these Conditions of Sale will only be effective:
(a) In the case of personal delivery, when delivered;
(b) If posted or delivered to a document exchange, five (5) working days, in the place of receipt, after posting (by airmail if to another country) or delivery to the document exchange;
(c) If sent by email, on the date and time at which it enters the recipient's information system (as shown in a confirmation of delivery report from the sender's information system, which indicates that the email was sent to the email address of the recipient designated for the purposes of these Conditions of Sale); and
(d) If made by facsimile, upon production of a transmission report by the machine from which the facsimile was sent which indicates the facsimile was sent in its entirety to the facsimile number of the recipient designated for the purposes of these Conditions of Sale.
Provided that any communication received or deemed received after 5pm or on a day which is not a working day shall be deemed not to have been received until the next working day.
20. WAIVER
20.1 All the original rights, powers, exemptions and remedies of Salcom shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof. Salcom shall not be deemed to have waived any condition unless such waiver shall be in writing under signature of Salcom or an authorised officer thereof and any such waiver, unless the contrary shall be expressly stated, shall apply to and operate only in particular transaction, dealing or matter.
21. NO ASSIGNMENT
21.1 The buyer may not assign all or any of their rights or obligations under the contract without the prior written consent of Salcom.
22. NO PARTNERSHIP/AGENCY
22.1 Nothing contained in the contract is deemed to constitute the parties partners nor, except as otherwise expressly provided in the contract constitute any party the agent or legal representative of another party. No party has authority to act or to assume any obligation or liability on behalf of any other party except as expressly provided in these Conditions of Sale.
23. LAW AND JURISDICTION
23.1 The contract shall in all respects be deemed to be a contract made in New Zealand and the construction, validity and performance of the contract shall be governed by New Zealand Law and the New Zealand courts will have exclusive jurisdiction in relation to the contract.