1. Definitions
    • “Stitchery House” means Stitchery House Embroidery and Screenprinting Limited, its successors and assigns or any person acting on behalf of and with the authority of Stitchery House Embroidery and Screenprinting Limited.
    • “Customer” means the person/s or any person acting on behalf of and with the authority of the Customer requesting Stitchery House to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
      • if there is more than one Customer, is a reference to each Customer jointly and severally; and
      • if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
      • includes the Customer’s executors, administrators, successors and permitted assigns.
    • “Goods” means all Goods or Services supplied by Stitchery House to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    • “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Stitchery House and the Customer in accordance with clause 5
  1. Acceptance
    • The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.
    • These terms and conditions may only be amended with the consent of both parties in writing and shall prevail to the extent of any inconsistency with any other document or contract between the Customer and Stitchery House.
    • The Customer acknowledges that the supply of Goods on credit shall not take effect until the Customer has completed a credit application with Stitchery House and it has been approved with a credit limit established for the account.
    • In the event that the supply of Goods request exceeds the Customers credit limit and/or the account exceeds the payment terms, Stitchery House reserves the right to refuse delivery.
    • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
    • All literature, samples, specifications, submitted with this quotation is expressly illustrative and is by way of a general description of Goods only in accordance with industry standards. Any descriptions, dimensions or specifications contained in catalogues and other advertising material while being as accurate as possible but may not necessarily be identical with products and Services Stitchery House is to supply. Stitchery House will not accept liability to the Customer for quality of Goods which comply with accepted industry standards.
    • Once accepted by the Customer, Stitchery House’s written quotation shall be deemed to interpret correctly the Customer’s instructions, whether written or verbal. Where verbal instructions only are received from the Customer, Stitchery House shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
    • Unless otherwise agreed, the quoted Price shall not include embroidery digitising. In the event the Customer requires this additional Service, the Price will be adjusted accordingly in accordance with clause 2.
    • Stitchery House reserves the right not to supply any Goods, or refuse the acceptance of any instructions, at any time for any reason (including where such, in Stitchery House’s opinion is or may be unlawful, offensive, contain prohibited content, or is otherwise inappropriate), and Stitchery House shall not be liable to the Customer for any such action.


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


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


  1. Price and Payment
    • At Stitchery House’s sole discretion the Price shall be Stitchery House’s quoted price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
    • Stitchery House reserves the right to change the Price if a variation to Stitchery House’s quotation is requested. Any variation from the plan of scheduled Services or specifications of the Goods (including. But not limited to, as a result of increases to Stitchery House in the cost of labour, materials, taxes, levies, or overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond Stitchery House’s control and will be charged for on the basis of Stitchery House’s quotation and will be shown as variations on the invoice. The Customer shall be required to respond to any variation submitted by Stitchery House within ten (10) working days. Failure to do so will entitle Stitchery House to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
    • At Stitchery House’s sole discretion a non-refundable fifty percent (50{80092be32607091eef96e1028e5f3c1766327e120c8912dd7445f0453d8ab9ee}) deposit may be required.
    • Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Stitchery House, which may be:
      • on delivery of the Goods; or
      • for certain approved Customers:
        • by way of instalments/progress payments in accordance with Stitchery House’s payment schedule; or
        • due twenty (20) days following the end of the month in which a statement is delivered to the Customer’s address or address for notices; and
      • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Stitchery House.
    • Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and Stitchery House.
    • The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Stitchery House nor to withhold payment of any invoice because part of that invoice is in dispute.
    • Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to Stitchery House an amount equal to any GST Stitchery House must pay for any supply by Stitchery House under this or any other contract for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
    • Any payments tendered by the Customer to Stitchery House where the Customer is in default of their obligations of payment shall be applied as follows:
      • firstly, as reimbursement for any collection costs incurred by Stitchery House;
      • secondly, in payment of any interest changes; and
      • thirdly, in satisfaction or part satisfaction of the oldest portion of the Customer’s outstanding account.
  1. Delivery of Goods
    • Delivery (“Delivery”) of the Goods is taken to occur at the time that:
      • the Customer or the Customer’s nominated carrier takes possession of the Goods at Stitchery House’s address; or
      • for certain approved Customers, Stitchery House (or Stitchery House’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
      • where the Customer fails to take delivery as per clause 1(a) or 6.1(b), then delivery shall be effective from the date the Customer is advised the Goods are ready to be delivered or collected.
    • At Stitchery House’s sole discretion the cost of delivery is in addition to the Price.
    • The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
      • such discrepancy in quantity shall not exceed or be less than ten percent (10{80092be32607091eef96e1028e5f3c1766327e120c8912dd7445f0453d8ab9ee}); and
      • the cost shall be adjusted pro rata to the discrepancy.
    • Stitchery House may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
    • Any time specified by Stitchery House for delivery of the Goods is an estimate only. The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. Stitchery House will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. In the event that the Customer is unable to take delivery of the Goods as arranged then Stitchery House shall be entitled to charge a reasonable fee for redelivery and/or storage.
  1. Risk
    • Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
    • If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Stitchery House is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Stitchery House is sufficient evidence of Stitchery House’s rights to receive the insurance proceeds without the need for any person dealing with Stitchery House to make further enquiries.
    • If the Customer requests Stitchery House to leave Goods outside Stitchery House’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
    • The Customer acknowledges that it is their responsibility to ensure that the Goods which Stitchery House is to supply (or are to connect any of its Services to) are of the correct type, size, standard, quality, colour and finish and are as specified in the specifications, drawings, design and plans upon which Stitchery House based the quotation on and therefore, the Customer agrees to indemnify Stitchery House against any costs incurred by Stitchery House in rectifying such errors if required.
    • In the event that the Customer provides Stitchery House with any information and/or measurements relating to the supply of the Goods, Stitchery House shall be entitled to rely on the accuracy of any such information provided by the Customer. The Customer acknowledges and agrees that in the event that any of this information provided by the Customer is inaccurate, Stitchery House accepts no responsibility for any loss, damages, or costs however resulting from the supply of inaccurate measurements or other information.
    • The Customer acknowledges that variations of colour and shade are inherent in fabric dye lots. While every effort will be taken by the Stitchery House to match colour and shade of the Goods, the Stitchery House shall not be liable for any loss, damage or costs, howsoever arising resulting from any variation in colour and shading between batches of the Goods or sale samples and the final Goods supplied.
  1. Preparation Costs, Samples, Proof Reading and Production
    • The Customer acknowledges and accepts that any artwork, pre-manufacturing costs and/or associated costs incurred in the initial stage shall be the at the Customer’s expense and in some instances, the full amount of the cost may not be known until the final design of the Goods is sighted.
    • Unless otherwise agreed, the Customer shall bear the cost of fonts, or colour proofs, or artwork, specially bought at its request for the Goods.
    • When style, type or layout is left to Stitchery Houses judgement and then the Customer makes further alterations to the copy this will be invoiced as an extra.
    • When quotations are based on specifications, roughs, layouts, samples or dummies or printed, any extra work or cost caused by any variation by the Customer of the original instructions or by the Customer’s requirements being different from those originally submitted or described, then the cost of such variations may be charged to the Customer and shown as extras on the invoice.
    • All work carried out whether experimentally or otherwise at the Customer’s request will be charged to the Customer.
    • Stitchery House is under no obligation to provide samples of the Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Stitchery House to match virtual colours with physical colours, Stitchery House will take no responsibility for any variation between virtual samples and the supplied Goods. Should a physical sample be required, this will be provided on request by the Customer and will be charged for as an extra in accordance with clause 2.
    • Whilst every care is taken by Stitchery House to carry out the instructions of the Customer, it is the Customer’s responsibility to undertake a final proof reading of the Goods, which will be sent to the Customer and will be deemed accepted if no response is received by the Customer within forty-eight (48) hours of Stitchery House’s submission thereof. Stitchery House shall be under no liability whatsoever for any errors not corrected by the Customer in the final proof reading, and should the Customer’s alterations requires additional proofs this shall be invoiced as an extra in accordance with clause 2.
    • It shall be the Customer’s responsibility to inspect any sample supplied to ensure that the sample:
      • does not contain any latent or patent defect;
      • is properly and professionally finished in accordance with industry best practice; and
      • is reasonably fit for the use required by the Customer.
    • The Customer accepts that any delays in the approval of proofs and/or samples may impact on the delivery date.
  1. Customer’s Property and Materials Supplied by the Customer
    • Where materials or equipment are supplied by the Customer for the provision of Services Stitchery House shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the Services.
    • Disks, artwork and USB’s supplied by the Customer and/or other authorised persons remain the property of the Customer. Unless otherwise indicated in writing Stitchery House shall assume these disks, artwork and USB’s to be duplicate copies of the original.
    • In the case of property and materials left with Stitchery House without specific instructions, Stitchery House shall be free to dispose of them at the end of one (1) month after the completion of the Services and to accept and retain any proceeds gained from such disposal to cover Stitchery House’s costs in holding and handling such items.
    • Any change or correction to any artwork and/or any printing surface supplied by the Customer which is deemed necessary by Stitchery House to ensure correctly finished work shall be invoiced as an extra.
  1. Title
    • Stitchery House and the Customer agree that ownership of the Goods shall not pass until:
      • the Customer has paid Stitchery House all amounts owing to Stitchery House; and
      • the Customer has met all of its other obligations to Stitchery House.
    • Receipt by Stitchery House of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
    • It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 1:
      • the Customer is only a bailee of the Goods and must return the Goods to Stitchery House on request.
      • the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Stitchery House and must pay to Stitchery House the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
      • the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Stitchery House and must pay or deliver the proceeds to Stitchery House on demand.
      • the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Stitchery House and must sell, dispose of or return the resulting product to Stitchery House as it so directs.
      • the Customer irrevocably authorises Stitchery House to enter any premises where Stitchery House believes the Goods are kept and recover possession of the Goods.
      • Stitchery House may recover possession of any Goods in transit whether or not delivery has occurred.
      • the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Stitchery House.
      • Stitchery House may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
  1. Personal Property Securities Act 1999 (“PPSA”)
    • Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
      • these terms and conditions constitute a security agreement for the purposes of the PPSA; and
      • a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Customer to Stitchery House for Services – that have previously been supplied and that will be supplied in the future by Stitchery House to the Customer.
    • The Customer undertakes to:
      • sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Stitchery House may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
      • indemnify, and upon demand reimburse, Stitchery House for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
      • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Stitchery House; and
      • immediately advise Stitchery House of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
    • Stitchery House and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
    • The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
    • Unless otherwise agreed to in writing by Stitchery House, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    • The Customer shall unconditionally ratify any actions taken by Stitchery House under clauses 1 to 11.5.


  1. Security and Charge
    • In consideration of Stitchery House agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    • The Customer indemnifies Stitchery House from and against all Stitchery House’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Stitchery House’s rights under this clause.
    • The Customer irrevocably appoints Stitchery House and each director of Stitchery House as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer’s behalf.


  1. Defects & Returns
    • The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Stitchery House of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Stitchery House an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Stitchery House has agreed in writing that the Customer is entitled to reject, Stitchery House’s liability is limited to either (at Stitchery House’s discretion) replacing the Goods or repairing the Goods.
    • Goods will not be accepted for return other than in accordance with 1 above, and provided that:
      • Stitchery House has agreed in writing to accept the return of the Goods; and
      • the Goods are returned at the Customer’s cost within seven (7) days of the delivery date; and
      • Stitchery House will not be liable for Goods which have not been stored or used in a proper manner; and
      • the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
    • Subject to clause 1, Goods printed and/or embroidered, non-stocklist items, or Goods made to special order or to the Customer’s specifications are not acceptable for credit or return.
  1. Warranty
    • Subject to the conditions of warranty set out in clause 1 Stitchery House warrants that if any defect in any workmanship of Stitchery House becomes apparent and is reported to Stitchery House within three (3) months of the date of delivery (time being of the essence) then Stitchery House will either (at Stitchery House’s sole discretion) replace or remedy the workmanship.
    • The conditions applicable to the warranty given by clause 1 are:
      • the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
        • failure on the part of the Customer to properly maintain any Goods; or
        • failure on the part of the Customer to follow any instructions or guidelines provided by Stitchery House; or
        • any use of any Goods otherwise than for any application specified on a quote or order form; or
        • the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
        • fair wear and tear, any accident or act of God.
      • the warranty shall cease and Stitchery House shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Stitchery House’s consent.
      • in respect of all claims Stitchery House shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
  1. Consumer Guarantees Act 1993
    • If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Stitchery House to the Customer.


  1. Intellectual Property
    • Where Stitchery House has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of Stitchery House. Under no circumstances may such designs, drawings and documents be used without the express written approval of Stitchery House.
    • The Customer warrants that all designs, specifications or instructions given to Stitchery House will not cause Stitchery House to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Stitchery House against any action taken by a third party against Stitchery House in respect of any such infringement.
    • The Customer agrees that Stitchery House may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Stitchery House has created for the Customer.
  1. Default and Consequences of Default
    • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5{80092be32607091eef96e1028e5f3c1766327e120c8912dd7445f0453d8ab9ee}) per calendar month (and at Stitchery House’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    • If the Customer owes Stitchery House any money the Customer shall indemnify Stitchery House from and against all costs and disbursements incurred by Stitchery House in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Stitchery House’s collection agency costs, and bank dishonour fees).
    • Further to any other rights or remedies Stitchery House may have under this contract, if a Customer has made payment to Stitchery House, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Stitchery House under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this contract.
    • Without prejudice to Stitchery House’s other remedies at law Stitchery House shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Stitchery House shall, whether or not due for payment, become immediately payable if:
      • any money payable to Stitchery House becomes overdue, or in Stitchery House’s opinion the Customer will be unable to make a payment when it falls due;
      • the Customer has exceeded any applicable credit limit provided by Stitchery House;
      • the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
  1. Cancellation
    • Without prejudice to any other remedies Stitchery House may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Stitchery House may suspend or terminate the supply of Goods to the Customer. Stitchery House will not be liable to the Customer for any loss or damage the Customer suffers because Stitchery House has exercised its rights under this clause.
    • Stitchery House may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Stitchery House shall repay to the Customer any money paid by the Customer for the Goods. Stitchery House shall not be liable for any loss or damage whatsoever arising from such cancellation.
    • In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Stitchery House as a direct result of the cancellation (including, but not limited to, any loss of profits).
    • Cancellation of orders for Goods printed and/or embroidered, made to special order, or to the Customer specifications, or non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
  1. Privacy Act 1993
    • The Customer authorises Stitchery House or Stitchery House’s agent to:
      • access, collect, retain and use any information about the Customer;
        • (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
        • for the purpose of marketing products and services to the Customer.
      • disclose information about the Customer, whether collected by Stitchery House from the Customer directly or obtained by Stitchery House from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
    • Where the Customer is an individual the authorities under clause 1 are authorities or consents for the purposes of the Privacy Act 1993.
    • The Customer shall have the right to request Stitchery House for a copy of the information about the Customer retained by Stitchery House and the right to request Stitchery House to correct any incorrect information about the Customer held by Stitchery House.


  1. Service of Notices
    • Any written notice given under this contract shall be deemed to have been given and received:
      • by handing the notice to the other party, in person;
      • by leaving it at the address of the other party as stated in this contract;
      • by sending it by registered post to the address of the other party as stated in this contract;
      • if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission;
      • if sent by email to the other party’s last known email address.
    • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
  1. Trusts
    • If the Customer at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Stitchery House may have notice of the Trust, the Customer covenants with Stitchery House as follows:
      • the contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
      • the Customer has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.
      • The Customer will not without consent in writing of Stitchery House (Stitchery House will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;
        • the removal, replacement or retirement of the Customer as trustee of the Trust;
        • any alteration to or variation of the terms of the Trust;
        • any advancement or distribution of capital of the Trust; or
        • any resettlement of the trust property.
  1. General
    • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Hastings Courts of New Zealand.
    • Stitchery House shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Stitchery House of these terms and conditions (alternatively Stitchery House’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
    • Stitchery House may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer’s consent.
    • The Customer cannot licence or assign without the written approval of Stitchery House.
    • Stitchery House may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of Stitchery House’s sub-contractors without the authority of Stitchery House.
    • The Customer agrees that Stitchery House may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for Stitchery House to provide Goods to the Customer.
    • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    • Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legal obligations on them.
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