Terms and Conditions

SCORE SPORTSWEAR LIMITED ("SCORE")

TERMS AND CONDITIONS OF TRADE

 

1.       NATURE AND SCOPE OF TERMS OF TRADE

1.1     These terms and conditions of trade ("Terms") form a contract that applies between Score and all persons purchasing goods from it (hereafter "the Customer") in respect of any supply of goods provided to the Customer by Score, including, without limitation, providing credit for the purchase of such goods.  These terms are binding on all parties (including guarantors) that sign a Credit Application with Score and incorporate all representations and terms that may appear in A Credit Application.

1.2     The Customer acknowledges that all orders of goods on terms that provide for payment after the Customer has been provided with goods by Score are a request by it for the provision of credit from Score.

1.3     Placement by the Customer of any order with Score for the supply of goods constitutes an acknowledgment by the Customer that the contract between the Customer and Score shall be governed by these Terms.

1.4     From time to time, Score may issue updated or amended terms of trade which shall be deemed to be accepted 10 Business Days following Score sending such amended terms to the Customer and any order of goods following that date shall be governed by the amended or updated terms.

1.5     Score and the Customer may agree in writing on special terms and conditions that either vary or are additional to these Terms or Score may vary these terms in an order form that complies with clause 2.1 of these Terms, otherwise these Terms will apply to all transactions between Score and the Customer.

2.       ORDERING AND WEBSITE ORDERS

2.1     The Customer will purchase the goods by submitting written purchase orders and/or requests for services to Score or by placing an order as on Score's Website (hereafter referred to as an "order") in the form provided by Score to the Customer or in accordance with the procedures required by Score from time to time. Each order:

(a)      Is subject to these Terms except as is otherwise specified by Score in writing; and

(b)      At a minimum, must specify all of the matters required by Score in respect of the order, including completion of any particular order form Score may provide from time to time.

2.2    All orders submitted by the Customer will be subject to acceptance by Score (in its absolute discretion) and will not become binding on Score until such acceptance.  Score will accept an order either in writing or by despatch of the ordered goods.  Any variation, waiver or cancellation of any order or any amendment to terms or conditions of the order made by the Customer shall be of no effect unless accepted in writing by Score. Confirmation of receipt of an order and payment made by a Customer in respect of an order made via Score's Website does not constitute acceptance of that order by Score.  Score shall accept all such orders by advising the Customer in writing (ordinarily by email) that the order has been accepted and/or the goods orders have been despatched.

2.3    If an order is made from the Score's Website has not been accepted by Score as set out in clause 2.2 or despatched by Score within 180 days from the date the order was made, the Customer may cancel its order by notice in writing (including email) to Score and Score will refund any payment made to the Customer in respect of that particular order.

2.4     The Customer acknowledges and agrees that Score is not under any duty to accept orders from the Customer and may cancel any credit limit or other arrangement with the Customer at any time.

2.5     Once an order is submitted under clauses 2.1 or 2.2, the Customer may not revoke an order for 5 Business Days and once accepted under clauses 2.1 or 2.2, the Customer may not revoke or cancel an order without Score's prior written consent which may be withheld at Score' sole discretion.

2.6     Except as set out in clause 2.1(a) if there are any terms inserted in an order by the Customer that are inconsistent with or in addition to these Terms, then those additions are hereby rejected by Score and will be deemed null and of no effect, even if Score accepts or acknowledges the order itself.

2.7     Without prejudice to any other rights Score may have it may cancel any order accepted by Score, or refuse delivery of the goods or continuance of services or work on services under it, if the Customer:

(a)      Fails to make any payment as provided in these Terms or under the payment terms set forth in any invoice or as otherwise agreed by Score and the Customer;

(b)      Fails to meet reasonable credit or financial requirements established by Score, including any limitations on allowable credit; or

(c)      Otherwise fails to comply with these Terms or any other agreement with Score; or

(d)      Score has reasonable grounds to doubt the Customer’s solvency and the Customer does not make arrangements satisfactory to Score to allow restoration of credit; and

Any such cancellation, refusal or delay by Score does not constitute a termination of any agreement with the Customer (unless Score so advises the Customer) or breach of any such agreement or these Terms by Score.

2.8     The Customer shall be fully liable for the full costs of all goods supplied on the order of any employee or agent of the Customer or by any person carrying on at the same business address utilising the same name as the Customer, including any person to whom the Customer sells its business and/or purports to assign this contract to in breach of clause 16.2.

3.       PRICE AND PAYMENT

3.1     The price payable by the Customer for goods shall be the price agreed to between Score and the Customer at the time the order is made or in the absence of such agreement the price notified to the Customer by Score on the date the goods are delivered.  The onus is on the Customer to confirm prices prior to each delivery of goods.

3.2     Unless otherwise set out on its invoice, Score's prices are quoted in New Zealand dollars and quoted exclusive of taxes, duties and other imposts which, if chargeable, are payable by the Customer whether they are imposed or brought into force before or after acceptance of the Customer's order.

3.3.    Score will deliver to the Customer together with each delivery of goods, an invoice for the price of delivered goods and/or services and any other incidental charges relating to the sale of goods. 

3.4     Unless otherwise stipulated or required in an order that complies with clause 2.1 or 2.2, payment of each invoice shall be made by the Customer in the same currency as the currency recorded on the invoice:

(a)      Into such bank account as Score notifies the Customer;

(b)      In cleared funds, free of any deduction or withholding, and with no right of set-off for on or account of any taxes or other duties, currency controls or any other matter and no payment shall be deemed to be made until made in accordance with these requirements;

(c)      The 20th day of the month following the date of despatch of any goods to the customer;

(d)      By way of direct debit if required by Score.

3.6     Notwithstanding any other provision of these Terms, Score reserves the right to change payment terms at any time (including, without limitation, requiring payment in advance, security or guarantees of payment from third parties or requiring the Customer to have issued an irrevocable letter of credit).

3.7     If the Customer fails to pay an amount due on its Due Date Score may at its sole discretion charge the Customer:

(a)      Interest on that amount from its due date until the date of payment at 2.5% per month calculated on a daily basis on the unpaid portion of the price from due date until payment in full, plus GST; and

(b)      All legal and other costs, charges and expenses incurred in connection with the recovery of all outstanding amounts including, without limitation, Score's own solicitor/Customer costs and costs of any debt collection agency employed by Score;

(c)      Score's right to require payment of interest and other costs under clauses 3.7(a) or (b) does not affect any other rights or remedies it may have relating to any failure to pay an amount due under these Terms; and

(d)      Without limiting this clause or clause 3.8, the Customer’s payment obligation to Score in accordance with these Terms is unconditional, and the Customer’s failure to pay any invoice on the due date shall be an automatic default of these payment terms and Score shall not be required to give the Customer any prior notice of default.

3.8     While Score rarely alters its prices following an order, Score reserves the right, on giving prior written notice to the Customer prior to delivery, to vary the price of the goods ordered by the Customer, between the date of the Customer's order and the date of delivery to take account of things such as (but without limitation):

(a)      Errors or omissions in respect of the calculation of its prices;       

(b)      Any increase in Score's own suppliers prices or any related services (including without limitation freight or delivery services, packaging services or insurance); or

(c)      Changes in exchange rates;

The Customer may confirm the order at the new price or cancel any such order should such a variation in price take place.  Should the Customer cancel the order, the Customer's sole remedy is a refund of any amounts paid to Score in respect of that order.

3.9     In accepting any payments from the Customer, Score will not be bound by any conditions or qualifications or other terms which the Customer may have attached to those payments.  If Score accepts part payment of amounts owing by a Customer, all such amounts will first be applied to any interest or costs owing to Score under these Terms and then second to amounts outstanding in respect of goods, being applied to such amounts in the order in which they were due and payable.

3.10    If the Customer does not agree with an amount set out in an invoice, the Customer must:

(a)      No later than 5 Business Days after receipt of the invoice it disputes, deliver to Score a written notice setting out full details of the amount in dispute and the basis for the dispute;

(b)      Pay the undisputed amount of the invoice amount; and

(c)      Resolve the dispute in accordance with clause 15 of these Terms.

4.       GST

4.1     Score's prices referred to in these Terms and in any quotation which may have formed the basis of an order are exclusive of GST (unless expressly stated otherwise).  The Customer shall pay GST on the goods as invoiced by Score on the payment terms on that invoice and, if rendered on the same date or on the same invoice as the goods supplied, at the same time as payment for the goods to which the GST relates.

5.       DELIVERY OF GOODS AND RETURNS

5.1     Delivery of goods is deemed to be made on the earlier of:

(a)      the Customer or the Customer's agent being given possession of the goods at Score's premises or elsewhere (any loading is at the Customers risk); or

(b)      When the goods are physically delivered to the Customer by Score or Score's freight agents or couriers in accordance with the directions of the Customer or these Terms.

5.2     On delivery of goods:

(a)      The goods are at the Customer's sole risk; and

(b)      Insurance is the Customer's responsibility.

5.3     Where the Customer requests a particular method of delivery of goods and if Score agrees (in writing) then the Customer will cover the cost of delivery by that method from the point of despatch of the goods by Score. In all cases the cost and the risk once delivery has been made in accordance with Customer directions shall be borne entirely by the Customer unless otherwise agreed by Score in writing.

5.4     Goods in transit are only the responsibility of Score and considered lost  if Score or Score's agents or third party freight agents or couriers cannot locate the goods and cannot provide:

          (a)   Proof of delivery to the Customer or Customer's address (in the form of a signature from a person at the point of delivery); or

          (b)   Confirmation of delivery (where the Customer has uplifted goods from Score or its agents or if the Customer stipulates goods are to be left on their premises or otherwise left in circumstances where a signature cannot be secured and the delivering person or agent confirms such delivery has occurred);

                If goods are considered lost in accordance with this clause then Score shall, at its option, replace/redeliver the goods to the Customer at its cost or refund the Customer with any amount paid in respect of the order.

5.5     Any quotations of delivery times agreed by Score are made in good faith but are estimates and not commitments and no delay in delivery will entitle the Customer to refuse to accept delivery or cancel its order or otherwise entitle the Customer to any Damages whatsoever.

6.       RISK, DAMAGE, RETURNS AND LOSS IN TRANSIT (Goods)

6.1     Risk (including, without limitation, insurance responsibility) of any loss, damage or deterioration of or to the goods shall pass to the Customer upon the delivery of goods to the Customer. Risk shall pass back from the Customer to Score only if Score repossesses the goods or receives a return of such goods in terms of clause 6.2(c).

6.2     Claims made for damage in respect of defective goods, goods that do not comply with the order or for incorrect goods delivered, must be made against Score in the following manner:

(a)      Prior to accepting the goods and acknowledging delivery the Customer must ensure that the complete consignment as per the delivery note has been received;

(b)      In the case of damage or if incorrect quantities, quality or colour of product the delivery note must be endorsed by the Customer setting out in full the reasons for non-acceptance of the goods;

(c)      In any case where the defect or damage is not reasonably able to be ascertained upon delivery, the Customer must notify Score  within 10 Business Days of delivery of the full particulars of the defect and the Customer must make the goods available for inspection by Score if such is requested and you must then return the goods to Score at your cost. Goods returned must be clearly labelled to show the Customer's name, address and related invoice or packing slip number.  For the avoidance of doubt, all goods must be in the same condition as they were when despatched by Score and no claims will be accepted after goods have been used or worn by any person.

6.3     In the event Score accepts a claim made under clause 6.2, it will resolve the claim in accordance with the Consumer Guarantees Act 1993 (where applicable).  Where the Consumer Guarantees Act 1993 does not apply, Score may (at its option) refund any amount paid for the relevant goods by the Customer or provide replacement goods.  The Customer agrees that Score resolving the dispute in accordance with this clause is the Customer's sole remedy.

6.4     In the event Score does not accept such a claim, the parties shall resolve any such dispute in accordance with clause 15 of these Terms.

7.       RETENTION OF TITLE

7.1     Notwithstanding any other provision of these Terms, if title is intended to pass to the Customer, title in the goods does not pass from Score until:

(a)      Score has received full payment in cleared funds for the goods (together with an amount for GST, any accrued interest and any other amounts due in respect of the goods); or

(b)      The Customer's may not resell such goods until they are paid in full unless such resale of those goods is permitted by a written agreement with Score.

7.2     Until title passes from Score:

(a)      Ownership of the goods remains with Score;

(b)      The Customer holds the goods as bailee for Score; and

(c)      The Customer must store the goods separately from any other goods and not commingle, admix the goods with other goods or otherwise add to or alter the goods in any way.

7.3     If goods which have not been paid for in full (together with an amount for GST, any accrued interest and any other amounts due in respect of those goods) ("Score goods"), are sold by the Customer, the Customer must:

(a)      Hold from the proceeds of any sale of Score goods an amount equal to the payment due to Score for those goods in a separate identifiable account as the beneficial property of Score; and

(b)      Pay such amounts to Score upon request. 

7.4     If the Customer fails to pay any amount of the Customer's total indebtedness to Score under these Terms when it is due to Score or is otherwise in breach of these Terms then Score and/or any of Score's Personnel may, without notice and without prejudice to any of Score's other rights and remedies, recover and/or re-sell Score goods that have been delivered to the Customer and the Customer agrees Score may enter upon the Customer's premises for that purpose.

8.       SECURITY - PERSONAL PROPERTY SECURITIES ACT 1999 ("PPSA")

8.1     The Customer grants to Score a specific security interest in the goods supplied to the Customer by Score and the proceeds of all such goods, such security interest securing purchase money for or Score's ownership of the goods and agrees to Score registering a financing statement on the PPSR in respect of the security interest granted in terms of this clause.  The Customer will, if Score requests, sign any documents (including any new agreements), provide all necessary information and do or allow anything else required by Score to ensure that Score' security interest is a perfected security interest as defined by the PPSA.

8.2     The Customer will not enter into any security agreement that permits any other person to register any security interest in respect of the goods or the proceeds.

8.3     If the goods are for the Customer's business use or still held by the Customer pending any on-sale to its customers, the Customer agrees, to the extent Part 9 of the PPSA applies, that it will have no rights under Part 9 (Enforcement) of the PPSA. For example, but without limitation:

(a)      The Customer will have no rights under sections 114(1)(a) (to receive a notice of sale), section 117(1)(c) (relating to distribution of surplus), and section 133 (reinstating the agreement);

(b)      The Customer waives its rights under section 116 (to receive statement of account), section 119 (to recover surplus) and sections 120(2) and 121 (to receive notice of any proposal to retain the goods and object to any proposal).

8.4     The Customer waives its right under the PPSA to receive a copy of any verification statement or financing change statement.

8.5     The Customer agrees that where Score has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

8.6     For the purpose of this clause:

(a)      "PPSA" means the Personal Property Securities Act 1999; and

(b)      The expressions "personal property", "purchase money security interest", "security agreement", "security interest", "perfected security interest", "verification statement' and "financing change statement" have the meanings given to them under, or in the context of the PPSA.

9.       INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION

9.1     Score owns or has rights in all intellectual property, including copyright in all drawings, specifications and other technical information provided by Score in connection with performance of these Terms.  Any supply arrangements, technical information, knowledge or processing messages at any time transmitted orally or in writing by Score will remain Score's property and is absolutely confidential and the Customer shall not utilise such intellectual property or confidential information for any purpose or in any manner not expressly consented to by Score in writing.

10.     SCORE'S WARRANTIES AND LIMITATION OF WARRANTY/LIABILITY

10.1    Subject to the limitations set out in these terms, Score warrants that the goods are of acceptable quality for goods of their type and shall generally comply with their description, although they may not exactly comply with drawings, descriptions or photographic representations.  Otherwise Score provides warranties except express, written warranties provided by Score directly to the Customer in respect of the specific goods supplied or to be supplied to that Customer.

10.2    If the goods are acquired for the Customer's own business use all guarantees and remedies in the Consumer Guarantees Act 1993 are excluded.  The Customer further agrees that the conditions, warranties and guarantees set out in the Sale of Goods Act 1908 or implied by the common law will not apply and are expressly excluded from these Terms.

10.3    Except as otherwise warranted by Score, the Customer acknowledges that it must rely upon its own judgment as to the nature, quality and condition of the goods supplied by Score and as to their sufficiency for any use or purpose and the Customer acknowledges that Score is under no duty to ascertain the suitability of the goods for any purpose whatsoever and that no such representation has been made by Score.

10.3    Except for any express written warranty in these Terms or otherwise provided to the Customer in terms of clause 10.1, Score provides no other representation or warranty, expressed or implied, including any implied warranty of merchantability or fitness for purpose, tolerance to any conditions or otherwise and any warranties expressed or implied by law or statute, in respect of goods whether in respect of quality, fitness for intended purposes or otherwise, are excluded to the extent that such law or statutes permits exclusion.

10.4    Subject to and additional to the limitations in clauses 6.2 to 6.6 of these Terms, the parties acknowledge and agree that, in no event will Score or its officers, principals, employees, contractors or agents have any liability to the Customer arising out of or connection with these Terms or the use or performance of any goods and  without limiting the foregoing (and only in the event that clauses 6.2,  6.5 or any other exclusion in these Term is held not to apply), the parties agree that Score shall not in any case whatsoever be liable for:

(a)      Any special, incidental, indirect, punitive or consequential Damages; loss of profit, revenue, goodwill, use or the costs of procuring substitute goods;

(b)      Damages, in the aggregate, exceeding the value  actually received by Score from the Customer under these Terms for the goods that are subject to the claim; or

(c)      Any claim or action shall be brought more than six months after the Customer became aware, or reasonably out to be aware of the circumstances giving rise to the action.

11.     INDEMNITY

11.1    The Customer indemnifies Score from and against all liabilities, expenses, losses, damages and costs (including legal costs on a full indemnity basis whether incurred by or awarded against a party) including those associated with any third party claim, and whether arising under contract, tort (including negligence) or otherwise shall Score or its directors, principals, employees, contractors or agents sustains or incurs (directly or indirectly) arising out of or resulting from:

(a)      Any breach of these Terms by the Customer;

(b)      Any contravention of applicable laws or regulations by the Customer, including export and import control laws;

(c)      Any claim by any third party arising from any act or omission of the Customer in connection with these Terms (whether negligent or not), including:

(i)       Connected to or arising out of the Customer’s breach of clause 9; or

(ii)      Any misrepresentations, warranty or agreement, express or implied made by the Customer with respect to Score, or any third party supplier or manufacturer of the goods supplied by Score;

(d)      Without limiting the foregoing, any negligent, wilful, reckless or unlawful act or omission of, or any intentional misconduct by the Customer in connection with these Terms; or

(e)      Any claim by the Customer, to the extent that such claim is beyond the scope of Score's liability to the Customer under these Terms.

TERMS RELATING TO WEBSITE USE, CONTENT AND ONLINE ORDERING

12.1  The Customer acknowledges and agrees that:

(a)    Score may from time to time add to or change its Website (including without limitation information and any related services Score may provide and all other products and services that may appear or be linked to the website) at any time without notice and may alter its terms and conditions relating to Website use and ordering of goods or services at any time by posting such amended terms and conditions on its website for acceptance by the Customer upon making an order; and

(b)    All goods and (if and where relevant) any related services offered on Score's Website are subject to availability and Score may cancel any order for goods or services made on its Website by notification to the Customer by email, telephone or otherwise due to non-availability of goods or personnel to fulfil such orders or any related matter and the Customers only liability in respect of such cancellations is to refund to the Customer of the amount paid for such goods or services;

(c)    The Customer agrees that it uses our Website and any other online ordering process of Score at the Customer's sole risk.  Score does not warrant that any such use will be uninterrupted or error-free, nor will Score be liable for any loss, harm, cost of damage (direct or otherwise) that the Customer may incur or suffer in connection with the Customer's use of Score's Website or online ordering process, or any linked site or material, or in respect of the Customer's use of or reliance on content contained on or linked to the website or ordering process directly or indirectly.  Score expressly excludes any implied warranties or terms that can be excluded to the extent that such exclusion is allowed by law.

12.2 The Customer agrees that Score shall not be bound by errors or omissions on Score's website or in any electronic correspondence (including email) such errors and omissions are excluded from these terms and conditions subject to change or alteration by Score at any time and without notice.  Without limiting the foregoing, the Customer additionally acknowledges that all errors and omissions that may occur on the website or in the ordering process are entirely subject to this clause.  The Customer agrees that:

(a)    Score is not bound by any error or omission which may be displayed on its Website or occur in the online ordering process or any other order made based on information posted on Score's website, including due to information posted on the Website being incomplete or out of date;

(b)    Score may cancel any order for goods or any related services made by the Customer where the prices or other information in respect of such goods and/or related services are inaccurate, out of date or subject to error or omission; and

(c)    Score's entire liability in respect of or arising out of errors or omissions or out of date information on Score's Website and any related cancellations made due to such errors or omissions is limited to providing a refund to the customer of any payment amounts made in reliance on the accuracy of the information that proved to be inaccurate, incomplete or out of date.

12.3  In respect of third party information and links on Score's website:

(a)    Any links or third party information contained in Score's website are provided for convenience only and should not be construed as any confirmation or accuracy of such information or endorsement, approval, recommendation or preference by the owners or operators of Score's website of any information, goods or services referred to on any such website, unless such is expressly stated by Score and Score accepts no liability in respect of any third party information; and

(b)    Unless expressly stated otherwise by Score, any website linked to Score's website is not under the ownership or control of Score and Score is not responsible or liable for the content of any linked website such websites or other linked information are accessed at the Customer's own risk.

12.4  The Customer should contact Score at info@scoresportwear.co.nz or on (09) 828 7430 in respect of any errors/problems with website related orders and Score will endeavour to resolve such enquiries as soon as is reasonably practicable.

13.    PRIVACY ACT/USE OF INFORMATION/PROMOTIONS BY SCORE

13.1  By ordering from Score, the Customer and each Guarantor irrevocably authorises Score to collect any information it reasonably regards as necessary for its credit enquiry and information purposes or to otherwise monitor the Customer or the Guarantors or perform its obligations under these terms. Score may obtain such information from any reputable credit agency(s) and/or debt collection agency(s) and/or from any other person(s) or corporate body(s) as it considers appropriate and Score may provide such information to any reputable credit agency(s), and/or debt collection agency(s), and/or any other person(s) or corporation body(s), in response to any credit enquiries by them, details of this credit application and of any dealings following on from it.

13.2  The Customer and each Guarantor acknowledges that the Customer and each Guarantor does not have to provide Score with any information, but that if those parties do not do so, it may affect Score's decision whether or not to give or continue giving the Customer supply of goods credit terms.

13.3  The Customer and each Guarantor acknowledges that they understand they have certain rights under the Privacy Act 1993, to access and correct any information held about each of them individually by Score.

13.4  The Customer and each Guarantor agree to Score providing marketing and promotional material to them that Score considers may be of interest or relevant to those parties in respect of the goods provided under these Terms or any related goods or services, including those provided by third parties.  The Customer and each Guarantor agrees that Score can send such information by email and can unsubscribe from such commercial mail outs by utilising the unsubscribe function in any such emails.  The Customer and Guarantors acknowledge that unsubscribing from marketing and promotional emails does not prohibit Score from sending emails to the Customer and the Guarantors that directly or indirectly relate to the subject matter of these Terms.

14.     GUARANTEE AND INDEMNITY

14.1    In consideration of Score supplying and continuing to supply goods and/or providing credit to the Customer in accordance with these Terms, each Guarantor jointly and severally (where more than one Guarantor): 

          (a)   Guarantees the compliance by the Customer with these terms and payment by the Customer of all monies owing to Score by the Customer from time to time;

          (b)   Holds harmless and indemnifies Score for any liability being the responsibility of the Customer's Terms, including all Damages; and

          (c)   This guarantee and indemnity shall constitute a continuing guarantee and indemnity and accordingly shall be irrevocable and shall remain in full force and effect for so long as the Customer continues to owe liabilities to Score or owe monies in accordance with these Terms from time to time;

          (d)   No granting of credit, extension of former credit or granting of time and no waiver, indulgence or neglect to sue on Score's part, nor any variation of these Terms in accordance with clause 1.4 or 1.5 shall release the Guarantor from its liability under this guarantee or indemnity and as between Score and each Guarantor, each person signing as a Guarantor shall be a principal debtor and liable to the Score accordingly.

15.     DISPUTE RESOLUTION

15.1    Either party may give the other party notice of any dispute arising in respect of, or in connection with, these Terms ("Dispute").

15.2    In the event of a notice being given pursuant to clause 15.1 above, then the parties must:

(a)      Meet at senior management level to discuss the Dispute and make a genuine effort to resolve the Dispute;

(b)      If no resolution of the Dispute has occurred within ten (10) Business Days from the date of the giving of the notice in accordance with clause 15.1 above, then either party may pursue their remedies as they see fit.

15.3    Nothing in this clause shall prevent a party making application to a court for an injunction or other urgent interlocutory relief.

16.     GENERAL

16.1    To be effective, any waiver of any or all of the terms and conditions in any agreement the Customer has with Score must be in writing.

16.2    The Customer may not assign all or any of its rights or obligations under these Terms without the prior written consent of Score, which may be withheld for any reason and at Score's sole discretion.

16.3    Score is not bound, unless otherwise stated in these terms, by any error or omission on any invoice, order form or other document or statement issued by Score.

14.4    Where Score has rights and remedies at law or otherwise in addition to the rights set out in these Terms, those rights and remedies will continue to apply.

16.5    Failure by Score to enforce any of the terms and conditions shall not be deemed to be a waiver of any of the rights or obligations Score has under these Terms.

16.6    If any of these Terms or part thereof are held to be invalid, illegal, unenforceable or void for any reason or reasons, all of the remaining Terms (or part thereof) shall remain in full force and effect.

16.7    These Terms are governed by the law of New Zealand and, subject to clause 15, each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.

17.     DEFINITIONS AND INTERPRETATION

In interpreting these Terms:

"Business Day" means any day not being a Saturday or Sunday or statutory holiday in Auckland, New Zealand.

"Customer Application" means any application provided to Score and signed by or on behalf of the Customer and, where relevant, any Guarantor, in respect of the supply or goods or provision of credit to the Customer by Score.

"Damages" means all liabilities, expenses, losses, damages and costs (including legal costs on a full indemnity basis) whether incurred by or awarded against a party) including those associated with any third party claim, and whether arising under contract, tort (including negligence) or otherwise.

"Due Date" means the date set out in clause 3.4(c) or any different payment date required by Score or agreed by Score in writing;

"Guarantor" means any person who has guaranteed the obligations of the Customer in an Customer Application or elsewhere and has agreed to be bound by these terms;

"GST" means Goods and Services Tax payable in accordance with the Goods and Services Tax Act 1986.

"Website" means each of or any of the following websites operated by Sport being www.scoresportswear.co.nz; www.lottosports.co.nz and www.samurai-sports.co.nz.