1. General

1.1 These terms and conditions (Trade Terms), and the terms and conditions in any house or carrier waybill, bill of lading, warehouse receipt, consignment note or other document issued by Vanguard or a third party (Transport Document), apply to all services supplied by Vanguard to the Merchant (Services).
1.2 Vanguard’s entry into these Trade Terms is subject to it being satisfied in its sole discretion with the references and information set out in the customer’s application for credit (Application) and any other information which Vanguard reasonably requires.
1.3 These Trade Terms supersede all prior oral and written proposals, negotiations, commitments and other communications between Vanguard and the Merchant.
1.4 If there are any inconsistencies between these Trade Terms and any Transport Document, these Trade Terms shall be paramount.
1.5 No officer, servant, employee, sub-contractor or agent of Vanguard has or shall be deemed to have the authority to make any representations, warranties or agreements contrary to these Trade Terms.
1.6 For the purposes of these Trade Terms:
1.6.1 Vanguard means Vanguard Logistic Services (NZ) Limited
1.6.2 Merchant includes the party named in the Schedule as customer, any shipper, consignee, receiver, owner, bailor of Goods and any holder of any bill of lading in respect of the Goods;
1.6.3 Goods includes any cargo which is received from or handled on behalf of the Merchant or for which Vanguard makes transport or handling arrangements and includes any Container supplied therewith; =
1.6.4 Container includes any cradle, lashing, container, carton, trailer, flat, pallet, or article used to consolidate, store or package the Goods;
1.6.5 Carrier includes Vanguard and/or any carrier or other contractor engaged by Vanguard to carry or perform any service whatsoever in respect of Goods;
1.6.6 Dangerous Goods means explosive, or flammable gas, compressed gas, flammable liquid, flammable solid, water reactive, organic, peroxide, poison, irritant, bio-medical material infectious substance, radioactive substance, corrosive, drugs, magnetised material or any other noxious, dangerous, hazardous or restricted goods or any goods likely to cause damage or injury (including goods likely to harbour or encourage vermin, insects or other pests).
1.6.7 Delivery Order means any authorisation issued by Vanguard, the Carrier or their respective agents in respect of the release of Goods.
1.6.8 Force majeure event means anything outside Vanguard’s reasonable control including, without limitation, fire, storm, flood, earthquake, lightning, explosion, accident, road or rail closures, rail derailment, wharf delays, war, terrorism, sabotage, epidemic, pandemic, quarantine restriction, labour dispute or shortage, act or omission of air traffic control, airline pilot or any third person or public authority.
1.6.9 PPSA means the Personal Property Securities Act 1999. Except where inconsistent with the context, terms defined in the PPSA have the same meaning where used in these conditions.
1.6.10 VGM means the Verified Gross Mass of Goods, calculated in accordance with any method permitted by law.
1.6.11 Valuables means bullion, coins, precious stones, jewelry, valuables, antiques, pictures, living creatures or plants.

2. Quotations
2.1 Quotations are given on the basis of immediate acceptance and are based on rates, tariffs and charges applying on the date of the quotation. Quotations may be revised or withdrawn, whether accepted or not, without notice if there is a change in any rates, tariffs or charges (including without limitation changes in fees, taxes, or customs duties which become payable to a public authority, or any change in the cargo weight and dimensions, rates of freight, insurance premiums or Government department levies).
2.2 All rates quoted are exclusive of GST.
2.3 All quotations are confidential to the Merchant which warrants that it will not disclose the same to any third party.

3. Payment
3.1 Freight, commissions and all other charges whatsoever due to Vanguard shall be considered earned on receipt of the Goods by Vanguard or when Vanguard carries out any service whatsoever in relation to the Goods. Vanguard shall have no obligation to disclose any commissions, brokerages or the like merchant.
3.2 The Merchant shall pay to Vanguard, in full (and without deduction, setoff or counterclaim), all amounts invoiced by Vanguard for the Services on the 20th day of the month following the date of the relevant invoice, or within such other time period that Vanguard may have agreed in writing or as is specified in these Trade Terms.
3.3 The Merchant shall remain liable to Vanguard for any freight, commissions or any other charges relating to the Services which Vanguard mistakenly failed to invoice or incorrectly calculated.
3.4 If the total amount invoiced by Vanguard for Services exceeds the Merchant’s credit limit in the Application, the Merchant shall immediately pay such total amount to Vanguard.
3.5 Vanguard may charge interest at the rate of 15% per annum, calculated on a daily basis, on any amount which the Merchant fails to pay when due. Interest will run from the date on which a payment becomes overdue to the date payment is received by Vanguard. The charging of interest does not limit Vanguard’s other rights or remedies.
3.6 The Merchant shall indemnify Vanguard in respect of all costs incurred by Vanguard in recovering any overdue sums, including legal costs on a solicitor-own client basis, disbursements and collections costs (including, without limitation, fees of external debt collection agencies).
3.7 Notwithstanding any other term of these Trade Terms, and without limiting any of Vanguard’s other rights and remedies, any amounts payable to Vanguard by the Merchant shall become immediately due and payable, and Vanguard may terminate this Agreement, upon the occurrence of any of the following events:
3.7.1 the Merchant is unable to pay debts as they fall due;
3.7.2 the Merchant commits an act of bankruptcy or proceedings are taken for the liquidation of the Merchant;
3.7.3 the Merchant goes into liquidation, administration or receivership;
3.7.4 the Merchant breaches any of the terms in these Trade Terms.

4. Dangerous goods
4.1 The Merchant must not tender for carriage any
4.1.1 Valuables; or
4.1.2 Dangerous Goods without obtaining Vanguard’s prior approval in writing and without first providing Vanguard with full details of the nature of the cargo, including without limitation any technical data, dangerous goods classification, materials data sheets and details of carriage and handling requirements.
4.2 If Vanguard agrees to accept Dangerous Goods for carriage, the Merchant shall be liable for all loss and damage caused by the Dangerous Goods and shall indemnify Vanguard against all penalties, claims, damages, costs and expenses arising in any way in connection with the Goods. Dangerous Goods may be destroyed at the Merchant’s expense and without Vanguard having any liability whatsoever, if they are or are liable to become dangerous to other Goods, persons or property.
4.3 The Merchant shall comply with all applicable laws relating to the nature, condition, and packaging, transportation and handling of the Goods (whether dangerous or not), including compliance with any codes, and the Merchant must certify that all Goods are fully and accurately described, classified, packed, marked, labelled as relevant to the intended mode(s) of transport

5. Storage and disposal of unclaimed or rejected goods
5.1 Goods may be held at any place at the sole discretion of Vanguard at the Merchant’s risk and expense.
5.2 If the Goods are to be delivered to the consignee and the consignee cannot be found, Vanguard may charge an additional fee for each delivery attempt. A communication from any agent or correspondent of Vanguard to the effect that the Goods cannot be delivered for any reason shall be conclusive evidence of that fact.
5.3 Vanguard may, without any notice to the Merchant and without incurring any liability, sell or otherwise dispose of any perishable Goods which, if such Goods are to be:
5.3.1 collected by the consignee, are not forthwith collected;
5.3.2 delivered to the consignee, the consignee cannot be found or refuses to accept such Goods.
5.4 Non-perishable Goods which for any reason cannot be delivered to the consignee or are not collected by the consignee (as the case may be), may at Vanguard’s option be sold or returned to the consignor.
5.5 The Merchant shall pay all charges and expenses arising in connection with the sale, disposal or return of any Goods and Vanguard shall have no liability in relation to any such sale, disposal or return.

6. Method and Route of Transportation
6.1 Vanguard may at any time and without notice to the Merchant:
6.1.1 use any mode or means of transport or storage whatsoever;
6.1.2 transfer Goods from one conveyance to another including trans-shipment;
6.1.3 unpack and remove Goods which have been stowed in or on any Container and forward the same in or on any other Container or otherwise;
6.1.4 proceed by any route at its discretion;
6.1.5 load and unload Goods at any place and store the Goods at any such place;
6.1.6 comply with all applicable local or international legislation, rules or regulations and any orders or recommendations given by any government or authority or any person or body acting or purporting to act on behalf of such government or authority.

7. Declaration of Value
7.1 Vanguard will not declare the value of Goods in any Transport Document unless instructed to do so in writing by the Merchant. Where there is a choice of tariff rates according to the extent of the liability assumed by Carriers no declaration of value (where optional) will be made for the purpose of extending liability and the Goods will be forwarded or dealt with at the Merchant’s risk, unless express instructions in writing to the contrary are given by the Merchant and accepted by Vanguard.

8. Lien
8.1 Vanguard shall have a general and particular lien over any Goods or documents relating to Goods which are or come into its possession or control for all charges owed by the Merchant, whether overdue or not and whether or not the Goods or documents in Vanguard’s possession related to the goods to which the debt relates. The lien claimed by this clause is additional to and not in substitution for any other lien right that may be available to Vanguard at common law, and is not to be interpreted as abrogating Vanguard’s common law rights in any way. Vanguard reserves the right to elect, when necessary, whether to rely on the lien rights conferred by this clause or any rights available at common law.
8.2 If any monies due and owing by the Merchant are not paid within seven days of the due date Vanguard may at its option:
8.2.1 remove and store the Goods at the risk and expense of the Merchant;
8.2.2 sell the Goods upon such terms as it thinks fit and apply the proceeds towards, first, the costs of sale and second, towards payment of the monies due and owing. Vanguard will account to the Merchant for any remaining balance of funds. Sale shall not prejudice Vanguard’s right to recover any further amounts due and owing to it.

9. Container Detention and Demurrage
9.1 Where Goods are carried in or on a Container the Container is released to the Merchant on the following terms:
9.1.1 the Merchant acknowledges that the Container is delivered in good order and condition except as advised to Vanguard in writing immediately after delivery
9.1.2 the Merchant must return the Container to such yard or depot as is required by the Container owner, lessee or supplier or their authorized agent within the permitted free days, following which period Container detention and/or demurrage charges become payable
9.1.3 the Merchant shall return the Container clean and undamaged and in the same good order and condition as when the Container was released to the Merchant;
9.1.4 the Merchant shall pay to Vanguard or to the Container Owner any Container demurrage, detention or related charges which become due as a consequence of failure to return the Container within the free days;
9.1.5 the Merchant shall indemnify Vanguard or the Carrier in respect of any and all loss, damage, liability, claims, costs (including legal costs on a solicitor and own client basis), expenses, charges, demands, suits and proceedings relating to the use and/or operation of a Container whilst in the Merchant’s possession including but not limited to Container detention and demurrage charges and any other associated loss, liability, claims, costs, expenses, charges and demands sought to the recovered from the Vanguard by any person or entity; and
9.1.6 otherwise on Vanguard’s “FCL Release Terms and Conditions”.

10. Force Majeure
10.1 If Vanguard cannot carry out an obligation under the contract either in whole or in part because of a Force Majeure event, its obligations under the contract will be suspended for the duration of the event or waived to the extent applicable.

11. Power of attorney
11.1 The Merchant irrevocably appoints Vanguard as the Merchant’s true and lawful attorney for the Merchant and in the Merchant’s name and as the Merchant’s act and/or deed to execute and perform any act, deed, document or thing whatsoever for, instead of, or on behalf of the Merchant which the Merchant may lawfully do by its attorneys including the execution of a security agreement in respect of any Goods or any of the Merchant’s other present and after acquired personal property for the purposes of securing the payment of any monies which may from time to time be owing by the Merchant to Vanguard.

12. Insurance
12.1 Vanguard will not arrange insurance unless specifically requested to do so in writing by the Merchant and then only as the Merchant’s agent.
12.2 Vanguard shall not be obliged to affect a separate insurance for each consignment but may declare it in any open or general policy. Vanguard accepts no liability for the adequacy of any insurance arrangements and gives no advice regarding insurance. The Merchant must use its own skill and knowledge to determine whether the insurance available from Vanguard is appropriate and suitable for its purposes. Should insurers decline liability for any reason the Merchant shall have recourse against the insurer only. The Merchant shall indemnify Vanguard for any loss or damage Vanguard may suffer in relation to or arising out of any insurance arranged by Vanguard.

13. Liability
13.1 Vanguard is not a common carrier or the actual carrier unless the Goods are carried in a ship, aircraft, vehicle or other conveyance owned or operated by Vanguard.
13.2 When the Goods are not transported on a ship, aircraft, vehicle or other conveyance owned or operated by Vanguard, Vanguard’s obligations are limited to arranging carriage of the Goods by a reputable Carrier. In such circumstances, Vanguard contracts with the Carrier or any related ancillary service provider strictly as agent of the Merchant and is authorised by the Merchant to accept the Carrier’s Transport Document or the contract terms of any related ancillary service provider on the Merchant’s behalf.
13.3 Where carriage is subject to the Contract and Commercial Law Act 2017 (Act), such carriage shall be “at limited carrier’s risk” as defined in the Act, except to the extent that the provisions of the Act are inconsistent with these Trade Terms and may lawfully be excluded by contract. Sections 274, 277, 278 and 281of the Act shall have no application. To the extent permitted by law, the Trade Terms prevail over the Act and any other statute.
13.4 Subject to clauses 13.2 and 23.1 of these Trade Terms, Vanguard will under no circumstances whatsoever or howsoever arising (including its negligence) be liable (whether the claim against Vanguard be founded in contract, bailment or tort or otherwise) for direct or indirect loss or damage to, or deterioration of Goods as a result of the performance or failure to perform or the manner of performance of the Services, nor for any losses consequential on such loss or damage to Goods, including but not limited to late performance, failure or mis- delivery, or delay in delivery of the Goods, or any delay caused by accident, nor for any instructions, advice, information, misrepresentation or service given or provided to any person whether in respect of the Goods or any other matter. Without limiting the generality of the foregoing, this exclusion extends to any claim against Vanguard for payment of any charge, fine, penalty, sales tax or duty.
13.5 If the Merchant requires the Goods to be kept at a constant temperature or within a range of temperatures throughout the carriage of such Goods, it must notify Vanguard in writing prior to the time the Goods are accepted for carriage. In the absence of such written notification, Vanguard shall not be liable for damage to, or loss of, the Goods. It is agreed that the Goods will be transported at the specified temperature plus or minus 2 degrees Celsius. Vanguard is not liable for any loss or damage whatsoever arising from breakdown of reefer machinery or from any change in temperature from any cause outside its direct control.
13.6 In all cases where liability has not been effectively excluded, whether by Trade Terms or by statute, convention or otherwise, the total liability of Vanguard for any loss or damage is limited to the lesser of:
13.6.1 NZ$2,000.00 per package or unit of goods shipped;
13.6.2 the value of the Goods at the time the Goods were received by Vanguard;
13.6.3 a re-supply of the Services or payment of the cost of re-supplying the Services.

14. Warranty of Authority
14.1 The Merchant expressly warrants that it is the owner or the authorised agent of the owner of the Goods and enters into these Trade Terms on its own behalf and also as agent for the owner and all others interested in the Goods and indemnifies Vanguard against all claims by any other person for any loss or damage whatsoever arising out of or incidental to or in connection with the Services provided by Vanguard.

15. Indemnity
15.1 The Merchant indemnifies Vanguard from all claims for loss or damage (including legal costs on a solicitor and own client basis), customs duty, excise duty, costs, fines or penalties which Vanguard becomes liable to pay for any reason whatsoever in respect of the Goods and Services whether or not such liability is due to the negligence or wilful default of Vanguard.
15.2 The Merchant warrants that all information and particulars provided to Vanguard in connection with the Goods and Services are accurate and adequate for the intended transaction and the Merchant agrees to indemnify the Merchant against all loss, damage, fines, penalties, fees and expenses arising or resulting from inaccuracies or inadequacy in that information or particulars or other failure of the Merchant to satisfy this warranty in any way.

16. Sub-Contracting and Indemnity
16.1 Vanguard may sub-contract on any terms the whole or any part of the Services.
16.2 The Merchant shall make no claim whatsoever in relation to the Goods or Services against any servant, employee, agent, contractor or sub-contractor of its employees, servant or agents and shall indemnify Vanguard against any claims which may be made on Vanguard by any such employee, servant, agent, contractor or sub-contractor and without prejudice to the foregoing any person providing the Services (other than Vanguard) shall have the benefit of these provisions as if they were expressly for its benefit.
16.3 If Vanguard sub-contracts the whole or any part of the Services to another person, the Services provided by Vanguard are also subject to the terms and conditions of the agreement between Vanguard and that other person and Vanguard shall have the benefit of all provisions benefiting that other person as if those provisions were expressly for the benefit of Vanguard. In the event of and to the extent of any inconsistencies between these Trade Terms and the terms and conditions of the agreement between Vanguard and the other person, these Trade Terms are paramount.

17. Notice of Loss
17.1 Any claim for loss or damage must be notified in writing to Vanguard within seven days of delivery of the Goods or the date upon which the Goods should have been delivered failing which Vanguard shall be discharged from all liability whatsoever arising.

18. Time Bar
18.1 Vanguard shall be discharged from all liability unless suit is filed and served on Vanguard within six months after the completion of the Services, delivery of the Goods or in the case of non-delivery, the date when the Goods should have been delivered, whichever is the shorter.

19. Variation of Contract
19.1 Vanguard shall not be bound by any agreement purporting to vary these Trade Terms and conditions unless such variation is in writing and signed by a director of Vanguard.

20. Quarantine Cleaning - General
20.1 This clause applies where the Goods require cleaning or fumigation to comply with import or export standards and regulations in force from time to time (Quarantine Standards).
20.2 Unless otherwise expressly agreed by Vanguard, Vanguard’s Services do not include ensuring that the Goods comply with Quarantine Standards. The Merchant expressly acknowledges that it is wholly responsible for ensuring the Goods comply with Quarantine Standards.
20.3 If at any time while the Goods are in transit, Vanguard or its agent take any steps to clean, improve or otherwise maintain the Goods for any purpose whatsoever, the Merchant acknowledges that Vanguard or its agent does so solely to enable the Goods to be carried or transported and is not an admission by Vanguard of any obligation to ensure the Goods will comply with Quarantine Standards.
20.4 If, when the Goods arrive at a destination (whether in New Zealand or elsewhere), they do not comply with Quarantine Standards and the Goods are ordered to be treated, fumigated, cleaned or re-exported, the Merchant acknowledges that it will be wholly responsible for the costs of such treatment, fumigation, cleaning or re-export.

21. Quarantine Inspection
21.1 This clause 20 only applies where the Goods require cleaning or other maintenance to ensure compliance with New Zealand Quarantine Standards (NZQS) and where Vanguard has separately agreed to engage a quarantine consultant on behalf of the Merchant to inspect the Goods before shipment and to bring the Goods to a standard which complies with NZQS.
21.2 Vanguard may, as the Merchant’s agent and at the Merchant’s expense, engage a quarantine consultant to complete a pre-shipment inspection of the Goods. The Merchant shall then, at its expense, agrees to follow the quarantine consultant’s recommendations to ensure compliance with NZQS.
21.3 Vanguard shall have no liability whatsoever to the Merchant in relation to the Quarantine Services.
21.4 Where Quarantine Services are arranged by Vanguard on behalf of the Merchant, Vanguard may charge the Merchant an additional fee for doing so.

22. Steam Cleaning
22.1 This clause only applies where the Merchant requires Vanguard to engage a contractor to steam clean any Goods to NZQS and Vanguard has agreed, as the Merchant’s agent, to engage such contractor on behalf of the Merchant as the Merchant’s agent.
22.2 The Merchant acknowledges that New Zealand government officials determine whether or not Goods are required to be cleaned and all cleaning is done under the supervision and direction of such officials.
22.3 Vanguard shall have no liability whatsoever to the Merchant in relation to the steam cleaning of any Goods whatsoever.
22.4 Where steam cleaning services are arranged by Vanguard on behalf of the Merchant, Vanguard may charge the Merchant an additional fee for doing so.

23. Contrary Legislation
23.1 These Trade Terms are to be read subject to such legislation or conventions which by law cannot be excluded, restricted or modified (Compulsory Legislation). Nothing in these Trade Terms shall be considered as a surrender by Vanguard of any of its rights or immunities or as increasing its responsibilities under any such Compulsory Legislation. Any term or condition of these Trade Terms which is inconsistent with or repugnant to such Compulsory Legislation shall be null and void to the extent (but no further) of such inconsistency or repugnance.

24. Consumer Guarantees Act
24.1 These Trade Terms constitute an agreement in writing. If both parties are in trade, they agree to contract out of the provisions of the Consumer Guarantees Act 1993 and that it is fair and reasonable for them to be bound by this clause 24.1.

25. Personal Information
25.1 For the purposes of the Privacy Act 2020 the Merchant authorise Vanguard to collect personal information about the Merchant and such personal information being provided by the Merchant or by third parties for the purposes of providing credit. The Merchant authorises Vanguard to provide the personal information to any credit agency or other third party for the purposes of establishing creditworthiness of the Merchant. Any error contained in the personal information held by the Company shall be corrected at the request of the Merchant.

26. Personal Property Securities Act 1999
26.1 The Merchant grants to Vanguard a security interest ("security interest") in the goods and all other personal property of the Merchant from time to time in Vanguard’s possession (“property”) as security for the payment of all amounts due or which become due on any account to Vanguard by the Merchant or any other person interested in the property.
26.2 On or at any time after Vanguard becomes entitled to terminate the contract (whether Vanguard has terminated or not):
(a) the security interest will become immediately enforceable;
(b) all amounts then due and unpaid to Vanguard by the Merchant will, without notice (where the law permits), become immediately due and payable and the Merchant will immediately pay such amounts; and/or
(c) Vanguard may enforce the security interest by exercising rights which are exercisable after the security interest becomes enforceable.
26.3 After the security interest becomes enforceable, Vanguard (in addition to any powers granted at law or otherwise), to the maximum extent permitted by law, has the power to do anything in respect of the property that the Merchant could do. Without limitation to those powers, Vanguard may store the property (at the Merchant’s risk and expense), open any package and sell all or any of the property as it thinks fit (including on a deferred payment or vendor finance basis).
26.4 the Merchant undertakes that it will not change its name without notifying Vanguard in writing of the proposed name change and the new name at least seven days before the change takes effect.
26.5 The rights conferred on Vanguard as a chargeholder by law are in addition to the rights conferred by the contract and, to the extent permitted by law, may be exercised by Vanguard.
26.6 The Merchant waives its rights to receive a copy of any verification statement in relation to the security interest and agree, to the extent permitted by law, that as between the Merchant and Vanguard:
27.6.1 sections 114(1)(a), 133 and 134 of the PPSA will not apply;
27.6.2 the Merchant will have none of the rights referred to in sections 116, 120(2), 121, 125, 129 and 131 of the PPSA; and
27.6.3 where Vanguard has rights in addition to, or existing separately from, those in Part 9 of the PPSA, those rights will continue to apply and, in particular, will not be limited by section 109 of the PPSA.
26.7 The Merchant will, whenever requested by Vanguard and at the Merchant’s cost, do or cause to be done anything for more satisfactorily protecting the property and security Interest and priorities provided for in this agreement and/or for assisting in the execution or exercise by Vanguard of any right.

27. VGM
27.1 Where the Goods are shipped in a Container that has been packed by the Merchant or on its behalf (other than by Vanguard) the Merchant or the shipper shall declare the VGM to Vanguard in such a manner and within such period prior to shipment as is specified by Vanguard. The gross mass provided must clearly state that it is the VGM and the declaration must be signed by the Merchant or its agent.
27.2 The Merchant warrants that it has correctly and accurately calculated the VGM and that:
27.2.1 The weight has not simply been estimated; and
27.2.2 It has not relied on a VGM that has been provided by a third party, except where the cargo has been previously weighed and that weight is clearly and permanently marked on the surface of the goods.
27.3 In the event that the VGM is not declared to Vanguard, or is not declared within such time frame prior to shipment as has been specified by Vanguard, or in any case where Vanguard believes that verification of the declared VGM is required, Vanguard may at its sole option:
27.3.1 Refuse to deliver the container to the port. The Merchant acknowledges that containers unaccompanied by a VGM are not entitled to entry to any port in New Zealand;
27.3.2 Require the Merchant to remove the container from any property occupied or used by Vanguard, after first paying any of Vanguard’s charges that have accrued to the time of removal;
27.3.3 Weigh the container and calculate or verify its VGM, or arrange to have the container weighed and its VGM calculated or verified. All costs of such weighing, calculation and / or verification shall be met by you.
27.4 The Merchant indemnifies Vanguard against any and all consequences of whatsoever nature arising from or caused by the Merchant’s breach of any of its obligations at law or under these conditions, in relation to the VGM.
27.5 Vanguard shall have no liability to the Merchant or any other person or entity of any nature, whether direct, indirect or consequential and whether reasonably foreseeable or otherwise, for any loss, damage or expense arising from or caused by the Merchant’s failure to provide a VGM (either on time or at all) or for the inaccuracy of any VGM provided by the Merchant or on its behalf.

28. Law and Jurisdiction
28.1 These Trade Terms shall be governed by and construed in accordance with the laws of New Zealand and any proceedings shall be commenced in the New Zealand courts.