A-GAS (NEW ZEALAND) LIMITED TERMS AND CONDITIONS OF SALE
- General
1.1 These terms and conditions are deemed to be incorporated into all Supply Contracts unless otherwise agreed to in writing by the Seller.
1.2 Any Order placed by the Buyer shall be deemed to incorporate these terms and conditions. Any terms and conditions set out in an Order from the Buyer, not otherwise explicitly agreed in writing by the Seller and inconsistent with these terms and conditions shall not form part of the Seller’s acceptance of the Buyer’s Order.
1.3 A Quotation by the Seller is not binding until the Buyer places an order based on the Quotation in writing and that order is accepted by the Seller, in writing.
1.4 The Seller reserves its right to accept all or any part of an order by the Buyer or to refuse any such order (or part of).
- Description
2.1 The description given of the Goods and/or Services has been given by way of identification only and the use of such description does not constitute a Supply Contract a sale by description.
- Payment
3.1 Subject to any special terms agreed in writing between the Seller and the Buyer, the Seller shall be entitled to invoice the Buyer:
(a) in respect of Goods, on or at any time after despatch of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods; and/or
(b) in respect of Services, on or after completion of the Services.
3.2 Subject to any special terms agreed in writing between the Seller and the Buyer, the Buyer shall pay the price for the goods (without any deduction):
(a) in respect of Goods, within thirty (30) days following the date of the Seller’s invoice; and
(b) in respect of Services, within seven (7) days from the date of the Seller’s invoice for the Services (including Cylinder Service Charge) unless otherwise specified overleaf, (the “Due Date”).
3.3 Without prejudice to any other remedy, the Seller may, by giving written notice, either terminate the Supply Contract or suspend future deliveries if the Buyer fails to make any payment by the Due Date.
3.4 The Seller may demand cash payment or security in advance for future deliveries and for Goods and/or Services previously delivered.
3.5 If the Buyer defaults by failing to make any payment by the Due Date, then all overdue amounts due to the Seller shall become immediately due and payable. Interest will be calculated daily from the Due Date until the invoice is paid in full.
3.6 The Seller reserves the right to refer any overdue amount to a debt collection agency and / or lawyer for recovery. The Buyer shall be liable for all recovery costs. In the event where the Seller refers the overdue amount to a lawyer the Buyer shall also pay as a liquidated debt the charges reasonably made or claimed by the lawyer on an indemnity basis.
3.7 In the event of default on any payment, the Seller reserves the right to review the Buyer’s credit account (for example, reducing the credit limit of the Buyer or removing credit consideration).
- Delivery
4.1 Unless otherwise agreed in writing between the Seller and the Buyer, the Seller will deliver Goods DDP to the Buyer's premises stated in the order.
4.2 All delivery dates for Goods and/or Services quoted are estimates only and the Seller is not responsible or liable, for any costs, expenses, losses or damages suffered by the Buyer either directly or indirectly arising where Goods and/or Services are not delivered by that date. The Buyer is not relieved of any obligation to accept or pay for Goods and/or Services by reason of any delay in delivery or dispatch.
4.3 The Seller may deliver any order by way of instalments and each instalment shall be deemed to be sold under a separate contract. Failure of the Seller to deliver an instalment shall not entitle the Buyer to rescind or repudiate the contract.
4.4 Should the Buyer request at any time that the Goods remain at the Seller’s premises when ready for delivery such storage shall be at the Seller’s discretion. Goods will be at the Buyer’s risk and the Buyer’s payment obligation for Goods will not be affected.
4.5 The Buyer must inspect and reject any Goods delivered for reasons of damage, defect or shortage within 7 days from the date of delivery. After 7 days, acceptance of the Goods is deemed to have occurred.
4.6 The Buyer shall ensure that where Goods are delivered to or collected from the Buyer's premises there is safe and proper access at the point where delivery or collection is made. The Buyer accepts all responsibility for any loss or damage to vehicles or loads due to unsuitability of means of access to the loading or unloading point and the Buyer indemnifies the Seller for and against the cost of all loss and damage to property and injury to persons arising directly or indirectly as a result of the failure of the Buyer to ensure proper and safe access.
4.7 The Buyer will provide adequate labour and equipment for the loading and unloading of Goods at the Buyer’s premises.
- Risk and Property
5.1 Unless otherwise agreed in writing between the Seller and the Buyer, risk of damage or loss of the Goods shall pass to the Buyer:
(a) in the case of Goods to be collected from the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
(b) in the case of Goods to be delivered to the Buyer, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
5.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title to the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the price of the Goods and all other sums which are or which become due to the Seller from the Buyer on any account.
5.3 Until title of the Goods has passed to the Seller, the Seller shall:
(a) hold the Goods on a fiduciary basis as the Seller’s bailee;
(b) store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Sellers' property;
(c) not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on the Sellers' behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller; and
(e) give the Seller such information relating to the Goods as the Seller may require from time to time.
- Price
6.1 The price of the Goods and/or Services shall be:
(a) if the Buyer has received a Quotation for the Goods and/or Services from the Seller, which (i) has not expired, as per the date expressed in the Quotation or (ii) where the Quotation does not contain an expiry date is dated within the last 30 days, the price for the Goods and/or Services contained in such Quotation; or
(b) if the Buyer does not hold a valid Quotation, such price notified by the Seller to the Buyer upon receipt of an Order.
6.2 The Buyer must pay the Seller’s price ruling at the date of delivery, notwithstanding that delivery may be delayed.
6.3 The Buyer shall pay in accordance with Condition 3 and must pay or reimburse the Seller for all Goods and Services Tax and any other value added taxes, sales tax, stamp duty and other government duties, taxes and expenses or other taxes of a similar nature which the Seller may be liable to pay from time to time in connection with the supply of the Goods and/or services to the Buyer (except where such payment or reimbursement is expressly prohibited by statute).
6.4 The prices are based on the current cost to the Seller of production and delivery and also the quantities ordered or to be ordered by the Buyer. Subject always to contractual obligations, the Seller may increase, adjust or alter the price at its sole discretion in cost to the Seller resulting from increases in cost of production or delivery or occasioned by a shortfall in quantities ordered by the Buyer and will be for the Buyer's account. For FOB, CIF., and CFR. sales, customs duty, excise duty and governmental imposts are not included in prices quoted, and shall accordingly be for the Buyer's account. For EXW, CPT and DAP sales, prices quoted include customs duty, excise duty and governmental imposts other than environmental levies which shall be for the Buyer’s account.
- Force Majeure
7.1 The obligations of the Seller and the Buyer, other than an obligation to pay money, will be excused to the extent that either party is wholly or partially precluded from complying with its obligations by a Force Majeure Event. The Seller shall be under no obligation to subsequently deliver Goods and/or Services during the period of a Force Majeure Event but otherwise these terms and conditions remain unaffected.
7.2 If, a Force Majeure Event occurs, the Seller may allocate its available supply of Goods and/or Services, without obligation to purchase similar Goods and/or Services from other sources, among itself and all of its customers, including those not under contract, on such basis as it determines to be equitable.
7.3 Should a Force Majeure Event continue for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the relevant Supply Contract.
- Technical Advice
8.1 The Seller gives no warranty or makes no representation as to the correctness, compliance, adequacy or otherwise of the any technical advice, recommendation, information or assistance given (collectively referred to as Technical Advice') and the Buyer agrees that it uses the Technical Advice at its own risk.
8.2 Subject to Condition 9 and to the extent permitted by law, the Buyer has no right of action or claim for any cost, expense, loss or damage caused either directly or indirectly by the provision of Technical Advice against the Seller.
- Liability
9.1 Except insofar as any rights, entitlements, remedies and liabilities cannot be excluded or limited by statue or are expressly conferred on the Buyer by these terms and conditions all warranties and conditions whatsoever in relation to Goods and/or Services express or implied by statute, common law or trade usage or custom or otherwise are excluded to the maximum extent permitted by law.
9.2 Unless the Goods and/or Services supplied by the Seller are of the kind usually acquired for personal, domestic or household use or consumption, the Seller's liability for any and all costs, expenses, loss or damage resulting from any cause whatsoever, including alleged negligence, shall be limited (at the Seller's election) to:
(a) in the case of Goods:
(i) the replacement of Goods or the supply of equivalent Goods;
(ii) the repair of the Goods;
(iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(iv) the payment of the cost of having the Goods repaired; and
(b) in the case of Services:
(i) the supply of Services again; or
(ii) the payment of the cost of having the Services supplied again.
9.3 Except as provided by Condition 9.1 and 9.2 the Seller shall not be liable to the Buyer or the Buyer's servants or agents for any direct, indirect, special, incidental or consequential damages of any nature howsoever caused (whether based on negligence or other tort or contract or otherwise) arising directly or indirectly in any way attributable to the performance of a Supply Contract.
9.4 For any Goods not manufactured by the Seller, the Seller will endeavour to obtain for the Buyer the benefit of any manufacturer's warranty but shall not be obliged to do so.
- Use
10.1 The Buyer indemnifies the Seller, its servants and agents from and against all claims, proceedings, suits, causes of action, costs, expenses, loss and damages arising directly or indirectly out of the ownership, possession or use of the Goods by the Buyer or any other person.
- Licenses and Permits
11.1 Licenses, authorisations, approvals and permits required by law in respect of the Goods and/or Services supplied are the Buyer's responsibility.
- Agents and Resellers
12.1 In the event of the Buyer being an agent or reseller and reselling Goods and/or Services to its customers, the agent or reseller agrees to hand to such customers any warranty for the Goods and/or Services and inform the customer of the same, which warranty has been specifically provided by the Seller for the agent or reseller to hand to its customers upon sale of Goods and/or Services or in the event of any warranty being packed with the Goods and/or Services to notify such customers of the existence of such warranty at the time such customers purchase the Goods and/or Services from the agent or reseller. These terms and conditions as amended from time to time shall apply to and forms part of any contract in respect of the sale of all Goods and Services by agent or reseller. Agent and reseller shall ensure that the Seller’s terms and conditions are forwarded to all their customers, prior to agent or reseller entering into any supply arrangements.
12.2 The Buyer hereby agrees to indemnify the Seller against all proceedings, suits , causes of action, claims, losses, damages, expenses and costs whatsoever and howsoever caused arising directly or indirectly from the failure or omission of the agent or reseller to observe the obligations provided for in Condition 12.1 or from any promise, representation, warranty or undertaking given to a customer by the agent or reseller which contradicts any warranty specifically provided by the Seller for the agent or reseller to hand to its customers or contradicts these terms and conditions.
- Frustration
13.1 The Seller will use reasonable endeavours to meet its Supply Contract obligations, but if the Seller obligations become impossible to perform or shall otherwise become frustrated, the Buyer shall be liable to pay to the Seller all costs which the Seller's suppliers, or sub-contractors have incurred directly or indirectly or for which the Seller is liable under Supply Contract to the Buyer at the time of frustration or impossibility or performance.
- Patents and Trade Marks
14.1 The Seller makes no representation or warranty of any kind, expressed or implied, that the Goods supplied or the use of such Goods or articles made from the Goods either alone or in conjunction with other substances will not infringe any patent or trade mark right. The Buyer must promptly notify the Seller of any claim or suit involving the Buyer in which such infringement is alleged and if the Seller considers itself to be affected it shall be entitled completely to control the defence or compromise of any such allegation or infringement. The Buyer agrees to subrogate its rights in this regard to the Seller.
14.2 The Buyer hereby agrees to indemnify the Seller against all proceedings, suits, causes of action, claims, losses, damages, expenses and costs whatsoever and howsoever caused arising out of or in connection with any alleged infringement of the patents, trademarks, copyright, design or other intellectual property rights used by the Seller at the request of the Buyer.
- Assignment
15.1 The Buyer must not assign or transfer any of its rights or obligations under these terms and conditions without the prior consent of the Seller. The Seller may in its absolute discretion and without notification to the Buyer sub-contract or assign the whole or any part of the production, supply or delivery of the Goods and/or Services and all or any of its rights or obligations under these terms and conditions.
- Pallets and Metric Tonne Containers (MTC) and Steel Cages
16.1 The Seller retains the right of possession of any pallets, MTC's and steel cages used for the delivery of Goods, and the Buyer agrees to indemnify the Seller fully in respect of any pallets, MTC's and steel cages not returned in good order and condition to the Seller within sixty (60) days of delivery of Goods.
- Cylinder Service
17.1 Notwithstanding the other Conditions, cylinders supplied by the Seller shall remain the property of the Seller and are leased to the Buyer (unless otherwise agreed in writing between the Seller and the Buyer. The Seller will charge and the Buyer must pay either (i) an upfront cylinder rental fee for the Agreed Rental Period; or (ii) a periodic charge after the rent free period (as detailed in the Quotation) for the Agreed Rental Period ('Cylinder Service Charge'), such method of payment for Cylinder Servicer Fee as set out in the Quotation or otherwise agreed in writing between the Seller and Buyer. The Cylinder Service Charge will be at the Seller's standard rates or at a rate agreed by the Seller and the Buyer in writing for each Cylinder held by the Buyer as shown in the Seller's records, such charge being due and payable in accordance with Condition 3, unless otherwise agreed in writing by the Seller and the Buyer. The Cylinder Service Charge will cover the Seller's costs associated with the Cylinders including, but not limited to, costs of tracking, testing, repairing and maintaining the Cylinders. Cylinders remain the property of the Seller at all times and the Buyer must not encumber the Cylinders.
17.2 From time of delivery of the Cylinders until the Cylinders are returned to the Seller, the Buyer shall:
(a) only use the Cylinders for the purpose for which they were supplied;
(b) be solely responsible for the safe custody and proper use of the Cylinders and any ancillary equipment;
(c) be responsible for keeping the Cylinders in good condition and in safe custody and shall be liable for any loss or damage to the Cylinders;
(d) operate and maintain the Cylinders in accordance with working instructions as stipulated by the Seller from time to time;
(e) not repair, deface, alter, or remove any aspects or parts of the Cylinders;
(f) not remove or deface or alter any identification marks affixed to, impressed in or painted on the Cylinders;
(g) only use the Cylinders for storing gas supplied by the Seller;
(h) keep the Cylinders clean, in good condition and in safe custody;
(i) indemnify and hold harmless the Seller against all claims, proceedings, costs, damages, losses and expenses whatsoever arising directly or indirectly out of the possession or use of any Cylinder by the Buyer or any other person;
(j) indemnify the Seller for any loss or damage to the Cylinders and cleaning costs thereof.
17.3 If the Buyer has paid the Cylinder Service Charge in advance and returns the Cylinder before the end of the Agreed Rental Period a pro rata refund or credit of the Cylinder Service Charge paid in advance will be made for any whole months within the Agreed Rental Period remaining after the return.
17.4 It is the Buyer's responsibility to ensure that the specific Cylinders held by the Buyer from time to time conforms to the specific Cylinder(s) shown as held by the Buyer in the Seller's records and on which the Seller charges the Cylinder Service Charge. Payments by the Buyer of a Cylinder Service Charge invoice is deemed conclusive evidence on the number of Cylinders held by the Buyer.
17.5 If following a Cylinder transaction or upon notification by the Buyer or on a count by the Seller it is determined that the number of Cylinders being held by the Buyer is greater than that recorded in respect of the Buyer, the Seller will amend its records and charge the Buyer Cylinder Service Charge accordingly.
17.6 If the Cylinders:
(a) are not returned to the Seller by the end of the Agreed Rental Period; or
(b) the cylinder returned to the Seller are not in a good and/or safe condition, as determined by the Seller in its sole discretion,
the Seller shall be entitled to charge the Buyer the replacement cost of such cylinders.
- Reclaim Services
18.1 The Seller shall not be deemed to have accepted the purchase of any Reclaim Gases received by them until the Seller notifies the Buyer, in writing, that the Seller accepts the Reclaim Gases.
18.2 The price to be paid (if any) by the Seller to the Buyer for any Reclaim Gases accepted by the Seller shall be agreed in writing between the Seller and the Buyer.
18.3 If the Reclaim Gases are not accepted by the Seller, the Seller shall be entitled to request that the Buyer collects the Reclaim Gases from the relevant Seller premises within ten (10) days of such request. If the Buyer does not collect the Reclaim Gases within ten (10) days the Buyer confirms and acknowledges that Seller shall be entitled to destroy, reprocess or otherwise deal with the Reclaim Gases with no further obligation or liability to the Buyer in respect of the Reclaim Gases and the Seller shall be entitled to invoice the Buyer for any costs incurred by the Seller in respect of the same.
18.4 Where the Services provided by the Seller involve Reclaim Services the Buyer will and must keep indemnified the Seller for and against all actions, proceedings, claims losses, damages, costs and expenses suffered or incurred by the Seller arising out of or in connection with the Reclaim Gases.
- Waiver
19.1 Failure by the Seller to insist upon strict performance by the Buyer of any provisions contained in these terms and conditions or other provisions of a Supply Contract shall not be taken to be a waiver of any rights or remedies of the Seller unless the same is expressed in writing and signed on behalf of the Seller.
- Termination
20.1 If:
(a) the Buyer fails to pay any sum due to the Seller by the Due Date;
(b) the Buyer fails to observe or perform any of these terms and conditions and provisions of a Supply Contract;
(c) a resolution is passed or proposed or a petition is presented or an application filed for the winding up of the Buyer or a receiver and manager is appointed in respect of the property or any part of the property of the Buyer;
(d) the Buyer becomes bankrupt;
(e) the Buyer being a company is deregistered;
(f) the Buyer makes or proposes to make arrangements with its creditors;
(g) the Buyer is placed under official management or administration; or
(h) execution is levied upon the assets of the Buyer and is not satisfied within 7 days,
The Seller may terminate any Supply Contract by notice in writing to the Buyer without prejudice to any other rights or remedies available to the Seller at law, in equity or by statue. The Seller may demand and the Buyer shall pay for all outstanding amounts, owed by the Buyer to the Seller, including, but not limited to, any charges still to become due under the unexpired portion of the term of the Supply Contract.
20.2 The Buyer agrees to pay all the Seller's costs and expenses including, but not limited to, reasonable legal costs and costs for the collection and/or the repossession of Goods incurred by the Seller in exercising any of its rights or remedies whether available at law, in equity or by statue including, but not limited to those under Condition 20.1.
20.3 At any time after termination of the Supply Contract whether at the expiration of the term of the Supply Contract or in accordance with Condition 20.1 or otherwise the Seller may enter (forcibly if necessary) the premises of the Buyer where the Goods are located or believed to be located and remove and retake possession of the same demolishing if necessary any obstructions which prevent such removal and without being liable to the Buyer for any loss, damage, costs or expenses caused by such removal. The Buyer must reimburse the Seller on demand for all costs and expenses incurred by the Seller in effecting removal of the Goods. A certificate in writing signed by any director, manager or secretary of the Seller shall be conclusive evidence of the costs and expenses incurred.
20.4 The Buyer indemnifies and must keep indemnified the Seller for and against all actions, proceedings, claims, losses, damages, costs and expenses arising from anything done by or on behalf of the Seller in connection with the removal of the Goods or the entry into the premises in accordance with Condition 20.3.
20.5 The Buyer acknowledges the right of the Seller to enter into any premises under the control of the Buyer and grants a licence to the Seller to do so, where Goods that have not been paid for in full are held, and the Buyer further acknowledges the right of the Seller to remove those Goods in accordance with Condition 20.3.
- Construction of Contract
21.1 A Supply Contract is governed by the laws of New Zealand.
21.2 A Supply Contract constitutes the entire agreement between the parties as to its subject matter.
21.3 A Supply Contract may be altered only in writing signed by each party unless otherwise specified in these terms and conditions.
- Anti-Corruption and Trade Sanctions
22.1 The Buyer acknowledges and agrees that it is the policy of the Seller and its affiliates to comply fully with all applicable laws and regulations of all jurisdictions in which it does business. The Buyer warrants and represents that:
(a) it has not taken and will not take any action that would constitute a violation, or implicate the Seller in a violation, of any Anti-Corruption Laws;
(b) neither the Buyer, nor or any of its affiliates, directors, employees, independent contractors, representatives or agents is a Designated Person; and
(c) the Buyer shall not directly or indirectly use any Goods or any revenue derived from the Supply Contract for the benefit of any Designated Person.
22.2 The Buyer shall promptly notify the Seller if its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in Condition 22.1.
22.3 The Buyer shall indemnify the Seller against any losses, liabilities, damages, costs and expenses incurred by, or awarded against the Seller as a result of any breach of this Condition 22 by the Buyer.
22.4 The Seller shall be entitled to terminate the Supply Contract and any other contract between the Seller and the Buyer with immediate effect for any breach or potential breach of this Condition 22 by the Buyer.
- Severability
23.1 Part or all of any provision of a Supply Contract that is illegal or unenforceable maybe severed from the Supply Contract and the remaining provisions of the Supply Contract continue in force.
- Definitions
‘Agreed Rental Period’ means the agreed rental period for the cylinders as set out in the Quotation or such period as otherwise notified to the Buyer by the Seller in writing.
‘CFR’ means cost and freight, Incoterms 2010.
‘CIF’ means cost, insurance and freight, Incoterms 2010.
‘CPT’ means Carriage Paid To, Incoterms 2010.
‘Cylinder Service Charge’ has the meaning given to it in Condition 17.1
‘Cylinders’ means the gas Cylinders (of varying sizes) including any valve attachments, refill protection devices, pressure gauge regulators and gas controlling and conserving devices and including crates, packs and pallets in which gas Cylinders may be stored.
‘DAP’ means Delivered At Place, Incoterms 2010.
‘DDP’ means Delivered Duty Paid, Incoterms 2010
‘Designated Person’ means a person or entity that is:
(a) listed on, or owned or controlled by a person listed on, any Sanctions List;
(b) subject to country-wide Sanctions; or
(c) otherwise a target of Sanctions.
‘EXW’ means Ex Works, Incoterms 2010.
‘FOB’ means free on board, Incoterms 2010.
'Force Majeure Event' includes but is not limited to Act of God, pandemic, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel, power, raw materials, labour, Cylinders or transportation facilities, governmental laws, regulations, orders, requests or action, breakage or failure of machinery or apparatus, national defence requirements or any other event beyond the reasonable control of the Seller or in the event of labour trouble, strike, lockout or injunction (whether or not such labour event is within the reasonable control of the Seller).
'Goods' means goods supplied by the Seller to the Buyer.
'Goods and Services Tax (GST)' means a value-added tax levied on most goods and services sold for domestic consumption. The GST is paid by consumers, but it is remitted to the government by the businesses selling the goods and services.
‘Order’ means the Buyer’s purchase order for the supply of Goods and/or Services.
‘Quotation’ means the quote and/or proposal from the Seller to the Buyer in respect of a potential Order.
‘Reclaim Gases’ means the gases to be despatched to the Seller pursuant to the Reclaim Services.
‘Reclaim Services’ means any Services that involve any waste, reclaim or excess gases being removed, disposed of and/or sampled by the Seller.
‘Sanctions’ means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by Australia, New Zealand, the US government, the UN, the EU, the UK, or the governmental institutions and agencies of any of the foregoing including without limitation the Office of Foreign Assets Control of the US Department of Treasury, the US Department of State, and Her Majesty’s Treasury or other relevant government authority with jurisdiction over the Buyer or its operations (together the "Sanctions Authorities").
‘Sanctions List’ means the Specially Designated Nationals and Blocked Persons list issued by OFAC or the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury, or any similar list issued or maintained or made public by any of the Sanctions Authorities.
'Seller' means A-Gas (New Zealand) Ltd (NZBN 94 290 4700 8885) and any and all companies related to it or any subsidiary of it and any successors and assignees of A- Gas (New Zealand) Ltd.
'Services' means services supplied by the Seller to the Buyer.
'Supply Contract' means the contract between the Buyer and the Seller for the Buyer to purchase Goods and/or Services from the Seller and the Seller to supply Goods and/or Services to Buyer which are governed by these terms and conditions.