Supplier Terms Of Trade

1) Important Information

• a) These general terms of trade (“Terms”), together with any Specific Terms, Terms of Trade for WSL-Private Label and Purchase Order form the legal contract between you ("you" or "your") and Warehouse Stationery ("WSL", "we", "our") in relation to the supply of Products and prevail over any other trade terms and conditions (including your terms and our previous terms of trade), and any inconsistent terms contained or referred to in a quotation, confirmation of order, or other correspondence between us.
• b) These Terms apply to any supplier of Products to WSL, including selling agents.
• c) By accepting a Purchase Order from WSL, you accept these Terms and agree to be bound by them. The Terms are legally binding even though they may not be signed by you.
• d) Where there is more than one language version of these Terms, the English version will prevail.
• e) These Terms may change from time to time. We will notify you of any changes to these Terms or our Policies by way of a general notice on our Website. You are bound by those changes from the date of the notice.
• Priority of Documents
• f) If there is a conflict between these Terms and any Specific Terms or the Terms of Trade for WSL Private Label, the Specific Terms or the Terms of Trade for WSL Private Label will prevail.
• Variations
• g) Any variations to these Terms must be agreed by us in writing, and must be set out in the Specific Terms.
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2) General Definitions

• a) In these Terms, unless the context requires otherwise:
• “EDI” means Electronic Data Interchange;
• “GS1net” means a global registry for item and party master data which is accessible to Data Pools certified as being compliant within the GS1 System Standards, for further information refer to their website “www.gs1nz.org ;
• “Incoterms 2010” means Incoterms 2010, the official rules of the International Chamber of Commerce for the interpretation of trade terms;
• "Intellectual Property" means all forms of intellectual property and includes patents, registered designs, licences, trademarks, trade names, inventions, trade secrets, formulae, copyright works, specifications and know-how;
• “Private Label Suppliers” means any supplier who provides WSL with products under WSL or TWG Private Label.
• "Policies" means our policies, procedures, guidelines and standards available on our Website;
• "Products" or "Product" means any and all products supplied by you to WSL or TWG;
• “Proforma Purchase Order” means a request from WSL to you for confirmation of price, availability and shipping terms;
• "Purchase Order" means a purchase order from WSL in the form described in clause 5;
• “RFC” means request for credit from you by WSL;
• "Specific Terms" means any specific terms for supply of Products that may be agreed between and signed by us and includes where applicable, Purchase Orders;
• “Supplier Workplace Standards” means WSL’s Workplace Standards published on the WSL Website;
• ”TWG” means The Warehouse Group which includes both The Warehouse Limited and Warehouse Stationery Limited, and any other subsidiary of The Warehouse Group Ltd.
• "Website" means www.warehousestationery.co.nz, any other WSL trading site or any replacement site;
• “Working day" means a day of the week other than: Saturday, Sunday, Good Friday, Easter Monday, Anzac Day, the Sovereign's Birthday, Labour Day, bank holidays and Waitangi Day; and any day in the period commencing with the 25th day of December in any year and ending with the 2nd day of January in the following year. Interpretation
• b) In these Terms, unless the context requires otherwise:
• a) Headings: section, clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
• b) Plural and Singular: words importing the singular include the plural and vice versa;
• c) Parties: references to parties are references to the parties to these Terms;
• d) Persons: references to persons include references to individuals, companies, corporations, firms, partnerships, joint ventures, associations, organisations, trusts, states or agencies of the state, government departments and local and municipal authorities in each case whether or not having a separate legal personality;
• e) Negative Obligations: any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done; and
• f) Statutes and Regulations: references to a statute shall be regarded as including references to regulations, orders or notices made under that statute. References to a statute or regulation include references to all amendments to that statute or regulation whether by subsequent statute or otherwise, and a statute or regulation passed in substitution for the statute or regulation referred to or incorporating any of its provisions.
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3) Supply Obligations

General Obligations to Supply

• a) You will supply WSL with Products in accordance with these Terms.
• b) WSL may purchase Products from you on behalf of other companies in the TWG group of companies and references to WSL in these Terms will be deemed a reference to the relevant TWG Company where applicable.
• c) You agree that we can sell all Products you supply to WSL across all TWG sale channels.
• d) You are not required to exclusively supply WSL and we are not required to exclusively purchase Products (including but not limited to particular quantities of Products) from you unless mutually agreed and detailed in the Specific Terms of Trade.
• Legal Compliance
• e) You accept that the supply of Products is for the purposes of a business and the Consumer Guarantees Act 1993 (“CGA”) and any other equivalent law in any other jurisdiction does not (to the extent permitted by law) apply or affect these Terms. The CGA will apply to your obligations to consumers in respect of the Products.
• f) You agree to comply with all statutes that apply to the manufacture or supply of Products under these Terms including, but not limited to, all requirements of the Fair Trading Act 1986, the Health and Safety in Employment Act 1992, the CGA, labour and employment laws (or any equivalent laws in the country within which you are domiciled or your Products are manufactured or sourced).
• g) You will hold all consents, approvals, permits and licences necessary to supply the Products. These documents must be kept current, and copies must be provided to WSLWSL upon request within two Working Days.
• h) You must notify WSL of regulatory issues that may impact the sale of your Products in New Zealand, including but not limited to any Product with a hazardous goods classification. i) You must notify WSL immediately if you become aware that any Product may not comply with any applicable law, regulation, classification or standard.

4) Supplier Prequalification

• a) Where you are an Private Label Supplier, or your brand is sold exclusively within TWG then you must provide WSL with evidence that any factory in a developing country from which you source such Products comply with Warehouse Stationery’s Quality and Workplace Standards policies, or you must arrange for those factories to undergo a prequalification inspection prior to you supplying any Product to WSL. Guidance on supplier prequalification is available at www.warehousestationery.co.nz/suppliers.
• b) Private Label Suppliers must maintain an updated register of all factories manufacturing Products for WSL and provide WSL with a copy of the register on request.
• c) WSL may inspect your factories (or any factories from which you source Products) at any time in order to assess each factory’s compliance with WSL's Supplier Workplace and or Quality Standards (“Assessment”). An auditor employed by WSL or a suitably qualified third party contracted by WSL will undertake the Assessment.
• d) You are responsible for the costs of such Assessments and any necessary follow up Assessments. WSL may invoice you directly for the Assessment costs or deduct the Assessment costs from any payments due to you, unless otherwise agreed to in our Specific Terms of Trade.
• e) We will treat all information supplied by you under this clause 4 as strictly confidential in accordance with clause 19.1.

5) Product Quality

• a) All products WSL purchases from the Supplier must be of acceptable quality for retail sale in New Zealand and comply/confirm with the product specification.
  • i) The products must be fit for their purpose, acceptable in appearance and finish.
  • ii) The products must also be safe, durable and free of defects.
• b) You must ensure that the Product and its packaging comply with all regulations and standards applicable in New Zealand before sale to WSL.
• Product Specification
• c) All products WSL Purchases from the supplier must be of acceptable quality for retail sale in New Zealand.
  • i) The products must be fit for their purpose, acceptable in appearance and finish.
  • ii) The products must also be safe , durable and free from defects.
• d) Under no circumstances will WSL knowingly accept any product that is counterfeit or has been fraudulently manufactured or sourced.
  • i) WSL requires the supplier to maintain proof of purchase from their qualified OEM supplier, if the product is challenged on authenticity this proof must be supplied directly to WSL.
  • ii) Where authenticity is challenged and counterfeit product is identified WSL reserves the right to seek compensation for damages and losses from the supplier.
• Quality Control
• e) To ensure conformance with the Product specification you must maintain adequate quality control processes. In addition WSL may at its discretion carry out additional testing or inspections before, during, or after production of Products. Responsibility for the costs of any additional testing or inspections shall be agreed with you prior to WSL placing any order for Product.
• f) You must notify WSL immediately if you become aware that any Product does not comply with our Policies. We will discuss with you whether we can accept the Products as is or with some modification; whether we will be cancelling the Purchase Order; or we will be returning the Products to you (at our discretion).
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6) Country of Origin

• a) All country of origin documentation attached to Products must accurately identify where the Products were manufactured.
• b) If we reasonably suspect you have not complied with this requirement, we may refuse to accept delivery or return to you any shipment of Products at your cost, and may cancel any outstanding Purchase Orders you.
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7) Images

The supplier will make images of Products available to WSL in accordance with the WSL Product Specification Guidelines.

 

8) Availability

• a) You must notify WSL in writing as soon as practicable if you are out of stock of a Product and the expected date when product will become available.
• b) You must give us at least three months’ written notice of the proposed removal of any Product from your product range. If such notice is not given, then we may return all Products already supplied by you but not yet sold by WSL, for a full refund.

9) Orders

Placing Purchase Orders

• a) WSL will send Purchase Orders to you:
  • i) By email, such Purchase Orders will include an allocated Purchase Order number; or
  • ii) by EDI through agreed communications channels notified to you from time to time and otherwise in a format prescribed by the WSL Electronic Trading Guide found on our website and any other applicable technical documents published on the Website at www.warehousestationery.co.nz/suppliers/edi. If the Supplier’s EDI format does not allow the receipt of order comments or special conditions or requirements and a copy of the order (including the comments, special conditions or requirements) may also be sent to the Supplier by fax or email. The Supplier is responsible for ensuring that it is aware of any additional requirements made known through the copy of the Purchase Order. We are not bound by, and you should not accept from WSL, any unauthorised or oral Purchase Orders. If you deliver any Product without an authorised Purchase Order, we will return the Product at your cost, and we will not pay any invoice for those Products.
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10) Delivery

Terms of Delivery

• a) Each Purchase Order will nominate the required place, date and time of delivery.
• b) Our delivery terms are:
  • i) Overseas suppliers: FOB (as that term is defined in Incoterms 2010) [name of port]; and
  • ii) Local suppliers: FID ("Free Into Distribution Centre") the North Island Distribution Centre or the South Island Distribution Centre, as specified or 6 FIS ("Free Into Store") [identified stores], as specified in the Purchase Order.
  • The time and date for delivery will be as follows:
  • iii) Overseas Suppliers: we will provide you with a seven day window for delivery to a named port. You must arrange shipment with our freight forwarder nominated on the Purchase Order.
  • iv) Local Suppliers: we will provide you with a booking time and date for delivery to the delivery point nominated in the Purchase Order. We will accept and expect to receive deliveries at the specified delivery points from Monday through Friday and Saturday by arrangement each week (with the exception of any public holidays).
• DIFOT Standard
• c) You must meet WSL’s Delivery in Full and on Time (“DIFOT Standard”) unless a variation has been agreed between you and us.
  • i) In Full 98%
  • ii) On Time 98% Consequences for failing to meet DIFOT Standard
• d) If you fail to meet the DIFOT Standard, WSL may deduct any such costs, charges or fees owing from the next payment due to you.
• e) If you fail to consistently meet the DIFOT Standard WSL may terminate any outstanding Purchase Orders by written notice.
• Early Delivery
• f) If you deliver Products more than seven days before the delivery window or delivery date specified in the Purchase Order (whichever is applicable), WSL may return the Products to you at your cost or hold the Products at our distribution centres for a fee (as we reasonably determine) until the start of the delivery window or delivery date.
• Back orders
• g) WSL does not accept back orders and may cancel the relevant Purchase Order by written notice if the Product is not available unless prior agreement is made.
• Over deliveries
• h) Any Products delivered to WSL that exceed our Purchase Order quantity will be receipted at zero cost. WSL will give you five Working Days to uplift the Products, after which time WSL may sell the Products or destroy the Products at your cost.
• Short deliveries
• i) WSL will only pay for the actual quantity of Products delivered. WSL will issue you an RFC where your invoice does not reflect any reduced quantity of Product actually delivered. WSL may elect to reject the entire Purchase Order should the reduced quantity of units not meet WSL’s requirements.
• Late Delivery
• j) If any delivery does not comply with the "On Time" standard in clause 10) c) WSL may impose a late delivery charge equal to:
  • i) 5% of the invoice price of the relevant Products for each week (or part of a week) that delivery is delayed, applied to reduce the total price invoiced to 7 WSL and the parties agree that such late delivery charges are reasonable and a reasonable pre-estimate of the losses WSL will suffer as a result of the late delivery of the Products; or
  • ii) If for any reason any delivery is delayed for three weeks or more, WSL may at its option reduce the order quantity of a Purchase Order or cancel the Purchase Order by written notice to you without any payment to you and WSL may require you to pay WSL compensation for lost profits, fees, or costs, including but not limited to media costs WSL incurs as a result of any late delivery or cancelled order.
• k) If a Late Delivery contains a Product that is advertised in the current or an upcoming edition of WSL’s advertising mailer, WSL may require you to take steps as necessary to ensure the timely delivery of the Product into WSL stores, including but not limited to airfreighting the Products to WSL at your cost.
• l) If the Products are not delivered in time for the launch of the relevant mailer, WSL may cancel the Purchase Order by written notice and the Late Delivery charges set out in clause 10) j) will apply.
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11) Non-Compliant Products

• Rejected orders
• a) If Products are non-compliant within the “agreed Specification” standard in clause 5 WSL may reject any order by:
  • i) Local suppliers: cancelling the Purchase Order by written notice. WSL `will give you five Working Days to uplift the Product. WSL may dispose of any Product not picked up at your cost.
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12) Overseas suppliers: written notice to you. WSL will give you the option of either having the Product destroyed at your cost, or shipped back to you via the WSL freight network at your cost. WSL will give you five Working Days to respond to the cancellation notice, after which time WSL may destroy the Product at your cost.

 

13) Title and Risk

• a) Title to Products passes to WSL upon completion of delivery as set out in the Purchase Order, but where we pay any part of the price before completion of delivery, then title passes upon payment.
• b) Risk remains with you until WSL receipts the Products and confirms the Products have been delivered and accepted.
• c) All Products must be supplied to WSL free of any security interests, liens, charges or other encumbrances.
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14) Personal Property Securities Act 1999

• a) You agree that you will not register a financing statement in relation to the supply of Products on the Personal Property Securities Register (“PPSR”). You will immediately upon our request remove any financing statement registered on the PPSR in relation to the Products.
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15) Product Returns, Withdrawals and Recalls

• Returns from store to suppliers
• a) Any returns should be picked up by suppliers within 48 hours of notification by a store.
• b) Product not picked up after this time will be returned by the store and the supplier may be invoiced for the cost of cartage plus a $150 admin fee.
• Recalls and Withdrawals
• c) If for any reason we recall any Product (whether because the Product is dangerous, defective, in breach of any law or for any other reason), then you must indemnify WSL (and any member of the TWG group of companies) for all of our costs associated with recalling the Product, including:
  • i) Freight and insurance;
  • ii) Rework costs including re-labelling and repackaging;
  • iii) In-store costs;
  • iv) Distribution costs including staff time;
  • v) Advertising and public notification costs;
• d) The cost of destroying the recalled Product or re-delivering the recalled Product to you (at our discretion), and any lost profits we may incur due to the Product recall.
• e) WSL may invoice you for the price of the Product being recalled (if we have already paid the Product price) and all our costs from any amount payable to you, and if these amounts exceed that amount that is payable to you, you must pay the full amount you owe to WSL within seven days of receipt of a written request from WSL.
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16) Sale and Return Policy

All products ranged by WSL are stocked on the understanding that our supplier partners take full responsibility for their respective product sales performance and as such will totally support initiatives such as full credit and removal of goods, or provide support for clearance promotions for.

• a) New products that do not reach the agreed sales forecast quantity.
• b) Products that are deleted due to poor performance.
• c) Products that are coming to or have reached their “Expiry", “Best Before” or “Use By Date”. This clause is retrospective as Suppliers are expected to support all products submitted and ranged to WSL regardless of when.

17) Payment Invoices

• a) You must only invoice WSL for Products delivered in accordance with a Purchase Order and which WSL or its representative has received and receipted.
• b) You must direct all invoices to WSL’s Accounts Payable team and you must send invoices in hard copy or electronically as notified by WSL from time to time. Notices Any notices or other communications required under these Terms must be in writing. Our contact details will be notified to you from time to time and as at the date of these Terms is:
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• Physical Address:
• Warehouse Stationery Limited
• Store Support Office
• 26 The Warehouse Way
• Northcote
• Auckland 0627
• New Zealand
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• Postal Address:
• Warehouse Stationery Limited
• PO Box 33 470
• Takapuna
• North Shore City 0740
• New Zealand
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• Telephone: +64 9 414 9500
• Facsimile: +64 9 414 9502
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• Payment Terms
• c) Payments are made fortnightly in accordance with the payment terms agreed with you in the Specific Terms.
• d) WSL will make payment by the following methods:
• Overseas Suppliers: by telegraphic transfer ("TT"); and
• Local Suppliers: by direct credit ("DC").
• Invoices from Locally Sourced Products
• e) To ensure prompt payment by WSL, your invoice must contain all the information that is necessary to enable WSL to match your invoice to our Purchase Order and pay your invoice, including:
  • i) the relevant Purchase Order number;
  • ii) your New Zealand goods and services tax ("GST") number (if applicable);
• f) For all EDI invoices the order line number (which is supplied on the EDI Purchase order) must be returned.
• g) Invoices that do not contain the information specified above will not be paid promptly and will be processed for payment as soon as practicable after we have received the required information.
• Invoices from Overseas Sourced Products
• h) All invoices must be accompanied with required shipping documentation and be submitted to our nominated freight forwarder within three days from shipment from any overseas port irrespective of the payment terms. The required shipping documents are:
  • i) a commercial invoice;
  • ii) a packing list;
  • iii) a MAF Quarantine declaration for containers packed by yourself (or similar declaration as required by New Zealand law);
  • iv) a Bill of lading; v) a fumigation or heat treatment certificate (if applicable); and
  • vi) a health certificate (if applicable).
• i) To ensure prompt payment, your invoice must also contain all the information that is necessary to enable WSL to match your invoice to our Purchase Order, pay your invoice and obtain customs clearance of the Product, including:
  • i) our relevant Purchase Order number;
  • ii) an accurate Product description to enable customs classification;
  • iii) the country of origin; Once you have received payment from WSL, you must promptly courier the original shipping documentation to our Shipping Department or surrender the documentation to our nominated freight forwarder.
• j) You may be liable for our storage costs if we are unable to obtain customs clearance or release of shipment due to delayed shipping documentation or incorrect information provided by you.
• Disputed Invoices
• k) WSL will notify you within ten Working Days of receiving an invoice if:
  • i) we are unable to match your invoice to a valid Purchase Order; or
  • ii) there is a discrepancy in an invoice between the prices and quantities we have received and the Purchase Order; or
  • iii) we dispute any amounts charged in an invoice, and our reasons for disputing the invoice. We may withhold payment for any disputed invoice until the discrepancy or dispute (as the case may be) is resolved.
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18) Prices

Prices – Local Supplier (if local but supplying on overseas terms see 18) b)

• a) Prices must:
  • i) be expressed in New Zealand dollars (“NZD”);
  • ii) exclude GST; and iii) include packaging, insurance and freight costs to the nominated delivery point (FIS or FID);
  • iv) Irrespective of whether your products are quoted on invoice as nett, if you provide WSL discounted terms off your wholesale or list costs then please make sure you show these terms clearly in your Specific Terms of Trade.
• Prices – Overseas Suppliers
• b) Prices must be expressed in United States dollars (“USD”) unless otherwise specified by WSL and include packaging, insurance and freight costs to the nominated overseas port, and any taxes, duties, fees or other government levies and charges.
• Price Changes
• c) Prices confirmed in a Purchase Order accepted by you may not be changed.
• d) Where you provide WSL with a price list from time to time, you must negotiate any proposed price increases with WSL in good faith.
• e) You must give WSL at least two months’ written notice of any proposed price increase in relation to a locally supplied product, and three months’ written notice of any proposed price increases in relation to products supplied from overseas. You must provide WSL with written reasons for the proposed increase.
• Rebates
• f) Any rebates in relation to the Products must be agreed in advance and specified in the Specific Terms, including but not limited to, scan and promotional rebates.
• g) We may agree, and must specify in the Specific Terms, other discounts to your prices or contributions payable to WSL in relation to Products, including but not limited to promotional discounts or advertising subsidies.
• h) Our Accounts Payable team will deduct all rebates, promotional discounts, advertising subsidies or any similar type of discount or contribution (for the purposes of this clause, “rebate”) from the amount we owe from the next invoice. If the rebate amount exceeds the amount we owe you under any invoice, you must pay the amount you owe to WSL within seven days of receiving our written request for the remainder of the rebate amount.
• i) All rebate calculations will be calculated from WSL purchase data in NZD unless otherwise agreed in writing in the Specific Terms.
• Price Protection
• j) In the event there is a price decrease initiated for strategic reasons by you on products already ordered or purchased by WSL at a higher price, the Supplier agrees to pay a rebate to WSL for all product stock on hand to bring the cost of these goods down to the new price level, providing the order or purchases were made in the preceding 90 days.

19) Store Openings

• New Store Openings
• a) Suppliers agree to provide initial fill stock to new stores at a once only 15% discount over and above payment terms in the Specific Terms.
• Refit Store Openings
• b) Suppliers agree to provide a discount of 15% on all orders or purchases made 4 weeks prior to the store reopening date over and above payment terms in the Specific Terms.

20) Intellectual Property

• Our Intellectual Property
• a) We have the exclusive right, title and interest in or to our Intellectual Property and you acknowledge that you do not have any rights in our Intellectual Property. You will not use our Intellectual Property without our prior written approval.
• Your Intellectual Property
• b) You warrant that the Products do not breach the Intellectual Property rights of any third parties. You agree that you will not knowingly breach the Intellectual Property rights of any third parties in meeting your obligations under these Terms.
• Indemnity
• c) You will indemnify all members of the TWG group of companies (and any director officer or employee) (together, the “Indemnified Parties”) and hold the Indemnified Parties harmless from and against any claim made against any Indemnified Party and any costs (including legal costs on a solicitor and own-client basis), expenses, judgments and damages incurred by any Indemnified Party arising out of or in connection with any claim that the possession, use or sale of the Products by an Indemnified Party breaches a third party’s Intellectual Property rights. You agree to hold us harmless from and against all costs (including legal costs on a solicitor and own client basis), expenses, judgments and damages which we may incur by reason of any such claim of infringement of Intellectual Property rights.

21) Indemnity

You will indemnify the Indemnified Parties from and against any liability (under any law and whether in contract or tort, including negligence), damage, loss, costs or expenses (including, without limitation, damage to property, plant or equipment and legal costs) suffered or incurred as a direct or indirect result of any act or omission by you in breach of these Terms.

22) Insurance

• a) You must have product liability insurance for each Purchase Order we raise with you and for a period of ten years following the date of the Purchase Order. Your insurance policy must:
  • i) have a minimum indemnity limit of NZD $5 million; and
  • ii) be with an insurer that has (as a minimum) either a Standard & Poors rating of A or a Best rating of A+.
• b) You must provide WSL on request a certificate of insurance confirming that the insurance cover referred to in clause 22) a) that is current.

23) Termination

• a) We may at any time terminate a whole or any part of a Purchase Order with you, terminate any Order Commitment or otherwise discontinue purchasing Product from you by written notice without providing any reasons and you agree you are not entitled to any damages or compensation and you will not make a claim against WSL or any member of the TWG group of companies for any damages or compensation arising from such termination.
• Consequences of Termination
• b) To the extent any Specific Terms permit you to use our Intellectual Property, on termination of the Specific Terms you must immediately stop using our Intellectual Property, and you will have no further entitlement to use our Intellectual Property.
• c) Your obligations under clauses 13, 20, 21, 22, 23, 25 and 25) a) survive any termination or expiry of these Terms, any Specific Terms, a Purchase Order or other arrangement between us.

24) Disputes

• a) Both parties agree we must, in good faith, attempt to settle amicably and by mutual agreement any dispute relating to these Terms within one month of the receiving a notice from the other party of the dispute arising. If the dispute is not resolved, then we will both refer the dispute to each of our chief executive officer or equivalent. If we are unable to resolve the dispute in this way within seven days, the dispute may be referred by either party to mediation.
• b) A party must use the dispute resolution procedures in clauses 24) a) and 24) c) to resolve a dispute before beginning legal proceedings.
• Mediation
• c) Where a dispute requires mediation, the following procedure applies:
  • i) the parties will appoint a mediator within seven days of the dispute being referred to mediation, and if you and we fail to agree, the mediator will be appointed by the President of the Auckland District Law Society Inc. or the President's nominee;
  • ii) the parties must cooperate with the mediator in an effort to resolve the dispute;
  • iii) if the dispute is settled, the parties must each sign a copy of the terms of the settlement; and
  • iv) if the dispute is not resolved within 14 days of the mediator being appointed, or within any extended time that the parties agree to in writing, the mediation must cease and either party may commence legal proceedings.
• d) Each party must pay an equal share of the costs of the mediator's fee and costs including travel, room hire and refreshments.
• e) The terms of settlement are binding and override these Terms if there is any conflict.
• f) The terms of settlement may be tendered in evidence in any subsequent mediation, arbitration or legal proceedings. However, the parties agree that written statements given to the mediator or to one another, and any discussions between the parties, or between the parties and the mediator during the mediation period, are not admissible by the recipient in any legal proceedings.
• Continuing performance
• g) Pending resolution of the dispute, the parties must continue to perform their respective obligations.
• Urgent court action
• h) Nothing in this clause will preclude or prevent a party from taking immediate steps to seek urgent interlocutory relief before an appropriate court.

25) Miscellaneous

• Confidentiality
• a) Both parties agree to keep confidential any information about the business affairs of the other party and to take all appropriate steps which are necessary or desirable to ensure that such confidential information is not disclosed without the prior written consent of the other party, except where information is already in the public domain, or where disclosure is required by law or the listing rules of any applicable recognised stock exchange.
• Waiver
• b) Any failure by either party to require performance of any obligations by the other party under these Terms will not affect the first party’s right to require that obligation to be performed at a later time. A waiver by either party of a breach of any part of these Terms will not amount to a waiver of any subsequent breach. 
• Assignment and sub-contracting
• c) You must not assign, subcontract or otherwise transfer any of your rights or obligations under these Terms or any Specific Terms without our prior written consent (which may be withheld at our sole discretion).
• Binding on Successors
• d) These Terms are binding on your successors at law and your permitted transferees.
• Gifts and Gratuities
• e) WSL prohibits the solicitation, offering or acceptance of any gifts, gratuities or any form of "pay off" or facilitation fee as a condition of doing business with us, as a form of gratitude, as an attempt to gain favour; or as an attempt to induce WSL to accept products or services other than that agreed. Any person who violates this policy by offering any form of gift or gratuity to any WSL employees or agents may risk losing all existing and future business with WSL (regardless of whether the gift or gratuity was accepted).
• Events beyond Reasonable Control
• f) No party will be regarded as having breached its obligations under these Terms because of any failure to carry out any obligations under these Terms caused by governmental or local governmental interference, statute, regulations, restrictions, law, control, war, strike, lockout, go slow, work to rule, fire, flood, civil disturbance or other cause beyond the reasonable control of a party and for which the affected party is not responsible.
• g) If clause 22.6 applies, each party must take all reasonable steps to perform its obligations under these Terms unless the parties agree that these Terms are at an end.
• Severability
• h) If a court decides that any part of these Terms is invalid or unenforceable, the remaining parts shall remain valid and enforceable.
• Governing Law
• i) These Terms are governed by and interpreted in accordance with the laws of New Zealand, and are subject to the non-exclusive jurisdiction of the Courts of New Zealand.
• j) Both parties agree that the provisions of the Sale of Goods (United Nations Convention) Act 1994 and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms, the supply of Products or the relationship between us.
• Survival
• k) Your obligations relating to Products as specified in these Terms continue notwithstanding the termination or expiry of any agreement with you (including these Terms).