1.1 “Contract”
"Contract" refers to the terms and conditions outlined in this document, along with any related quotation, order, invoice, or other documents or modifications deemed supplementary to this Contract.

1.2 “Timber Wolf Flooring”
"Timber Wolf Flooring" denotes Maximilian Schuehle (trading as Timber Wolf Flooring), inclusive of its successors and assigns, or any individual acting on behalf of and with the authorization of Maximilian Schuehle (trading as Timber Wolf Flooring).

1.3 “Customer”
"Customer" designates the individuals, entities, or anyone authorized to act on behalf of the Customer, who request Timber Wolf Flooring to deliver the Services as described in any proposal, quotation, order, invoice, or other documentation, and:
1.3.1 if multiple Customers are involved, it refers to each Customer jointly and severally; and
1.3.2 if the Customer is a partnership, it binds each partner jointly and severally; and
1.3.3 if the Customer is part of a Trust, it binds them in their role as a trustee; and
1.3.4 includes the Customer’s executors, administrators, successors, and permitted assigns.

1.4 “Goods”
"Goods" encompasses all items or Services provided by Timber Wolf Flooring to the Customer at the Customer’s request from time to time (where the context allows, the terms 'Goods' or 'Services' may be used interchangeably).

1.5 “Confidential Information”
"Confidential Information" refers to any information of a confidential nature, whether spoken, written, or electronic, including, but not limited to, this Contract, either party’s intellectual property, operational data, know-how, trade secrets, financial and commercial matters, contracts, client information (including, but not limited to, "Personal Information" such as: name, address, date of birth, occupation, driver’s license details, electronic contact information (email, social media), medical insurance details, next of kin and other contact information where applicable), previous credit applications, credit history, and pricing details.

1.6 “Cookies”
"Cookies" are small data files stored on a user’s computer, designed to retain a modest amount of information (including Personal Information) specific to a particular client and website, accessible by the web server or the client’s computer. If the Customer does not wish to allow Cookies to function in the background when ordering from the website, they have the option to enable/disable Cookies first by selecting the appropriate option provided on the website before ordering Goods via the website.

1.7 “Price”
"Price" denotes the amount payable (plus any applicable Goods and Services Tax ("GST")) for the Goods as agreed upon between Timber Wolf Flooring and the Customer, in accordance with clause 5 below.

2.1 Customer’s Acceptance
The Customer is considered to have fully accepted and is immediately bound by these terms and conditions, jointly and severally, upon placing an order for or accepting delivery of the Goods.

2.2 Contract Supremacy
If there is any inconsistency between the terms and conditions of this Contract and any prior document or schedule that the parties have agreed to, the terms of this Contract shall take precedence.

2.3 Amendments
Any modifications to the terms and conditions contained in this Contract can only be made in writing with the consent of both parties.

2.4 Credit Terms
The Customer acknowledges that the supply of Goods on credit will not commence until the Customer has completed a credit application with Timber Wolf Flooring and it has been approved with a credit limit set for the account.

2.5 Credit Limit Exceedance
If the supply request for Goods exceeds the Customer's credit limit and/or the account exceeds the payment terms, Timber Wolf Flooring reserves the right to refuse delivery.

2.6 Advice and Recommendations
Any advice, recommendations, information, assistance, or services provided by Timber Wolf Flooring concerning Goods or Services supplied are given in good faith, based on Timber Wolf Flooring’s knowledge and experience. These shall be accepted without liability on the part of Timber Wolf Flooring, and it is the responsibility of the Customer to verify the accuracy and reliability of such in light of the intended use of the Goods or Services.

2.7 Availability of Goods
The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability. If for any reason the Goods are not or cease to be available, Timber Wolf Flooring reserves the right to adjust the Price with alternative Goods as per clause 5.2. In such cases, Timber Wolf Flooring will notify the Customer in advance of any substitution and also reserves the right to place the Customer’s order and/or Services on hold, as per clause 6.2, until both parties agree to the changes.

2.8 Electronic Signatures
Electronic signatures shall be deemed acceptable by both parties, provided that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other relevant provisions of that Act or any Regulations referenced in that Act.

3. Errors and Omissions

3.1 Acknowledgement of Errors and Omissions
The Customer acknowledges and accepts that Timber Wolf Flooring shall not be liable for any alleged or actual errors and/or omissions:
3.1.1 resulting from an inadvertent mistake made by Timber Wolf Flooring in the creation and/or management of this Contract; and/or
3.1.2 contained in or omitted from any literature (both hard copy and electronic) provided by Timber Wolf Flooring in relation to the Services.

3.2 Contract Validity
In the event such an error and/or omission occurs in accordance with clause 3.1, and it is not due to the negligence or willful misconduct of Timber Wolf Flooring, the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

3.1 Acknowledgement of Errors and Omissions
The Customer acknowledges and accepts that Timber Wolf Flooring shall not be liable for any alleged or actual errors and/or omissions:
3.1.1 resulting from an inadvertent mistake made by Timber Wolf Flooring in the creation and/or management of this Contract; and/or
3.1.2 contained in or omitted from any literature (both hard copy and electronic) provided by Timber Wolf Flooring in relation to the Services.

3.2 Contract Validity
In the event such an error and/or omission occurs in accordance with clause 3.1, and it is not due to the negligence or willful misconduct of Timber Wolf Flooring, the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

4.1 Notification of Changes
The Customer must provide Timber Wolf Flooring with at least fourteen (14) days prior written notice of any proposed change in ownership of the Customer and/or any other changes 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 practices). The Customer will be liable for any loss incurred by Timber Wolf Flooring as a result of the Customer’s failure to comply with this clause.

5.1 Determination of Price
At Timber Wolf Flooring’s sole discretion, the Price shall be either:
5.1.1 as indicated on any invoice provided by Timber Wolf Flooring to the Customer; or
5.1.2 the Price as at the date of delivery of the Goods according to Timber Wolf Flooring’s current price list; or
5.1.3 Timber Wolf Flooring’s quoted price (subject to clause 5.2), which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

5.2 Price Variation

Timber Wolf Flooring reserves the right to change the Price: 

5.2.1 if a variation to the Goods to be supplied is requested; or 

5.2.2 if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or 

5.2.3 where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, uneven floor levels, limitations to accessing the site, safety considerations, availability of machinery, prerequisite work by any third party not being completed, preparation of the floor, cleaning, extra rooms, additional Goods required, take-up and disposal of old floor coverings, hidden mold or mildew, termite or pest damage, water damage or leaks, insufficient structural support, electrical or plumbing issues, asbestos or hazardous material presence, unstable foundations, sub-floor ventilation problems, obstructions or debris on site, etc.) which are only discovered upon commencement of the Services; or 

5.2.4 in the event of increases to Timber Wolf Flooring in the cost of labor or materials (including, but not limited to, any variation as a result of fluctuations in currency exchange rates or increases to Timber Wolf Flooring in the cost of taxes, levies, freight, and insurance charges, etc.) which are beyond Timber Wolf Flooring’s control.

5.3 Variations
Variations will be charged based on Timber Wolf Flooring’s quotation and will be detailed in writing, shown as variations on Timber Wolf Flooring’s invoice. The Customer shall be required to respond to any variation submitted by Timber Wolf Flooring within ten (10) working days. Failure to do so will entitle Timber Wolf Flooring 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.

5.4 Deposit and Payment Terms
At Timber Wolf Flooring’s sole discretion, a 100% non-refundable payment for materials may be required upon ordering the Goods.

5.5 Payment Timing
Time for payment for the Goods is of the essence. The Price will be payable by the Customer on the date(s) determined by Timber Wolf Flooring, which may be:
5.5.1 before delivery of the Goods and/or Services;
5.5.2 the date specified on any invoice or other form as being the date for payment; or
5.5.3 failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Timber Wolf Flooring.

5.6 Payment Methods
Payment may be made by cash, electronic/online banking, or by any other method agreed upon between the Customer and Timber Wolf Flooring.

5.7 Allocation of Payments
Timber Wolf Flooring may, at its discretion, allocate any payment received from the Customer towards any invoice that Timber Wolf Flooring determines and may do so at the time of receipt or at any time afterward. On any default by the Customer, Timber Wolf Flooring may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Timber Wolf Flooring, payment will be deemed to be allocated in such a manner as preserves the maximum value of Timber Wolf Flooring’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

5.8 No Set-Off
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 Timber Wolf Flooring nor to withhold payment of any invoice because part of that invoice is in dispute.

5.9 GST and Other Taxes
Unless otherwise stated, the Price does not include GST. In addition to the Price, the Customer must pay to Timber Wolf Flooring an amount equal to any GST Timber Wolf Flooring must pay for any supply by Timber Wolf Flooring under this or any other agreement 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. Additionally, the Customer must pay any other taxes and duties applicable in addition to the Price except where they are expressly included in the Price.

5.10 Payment Cycle
All services provided by Timber Wolf Flooring are invoiced and are subject to a fourteen (14) day payment cycle. If payment is not received within those fourteen (14) days, any overdue and unpaid balances will be charged interest at a rate of three percent (3%) per month, charged daily until the balance is paid.

6.1 Commencement of Services
Subject to clause 6.2, Timber Wolf Flooring is responsible for ensuring that the Services begin as soon as reasonably possible.

6.2 Delays and Extensions
The start date for the Services may be postponed, and/or the completion date extended by a reasonable period, if Timber Wolf Flooring provides written notice of an extension due to delays beyond its control. These delays may include, but are not limited to, the Customer’s failure to:
6.2.1 make a selection;
6.2.2 prepare the site for the Services; or
6.2.3 notify Timber Wolf Flooring that the site is ready.

6.3 Delivery of Goods
Delivery of the Goods is considered to occur at the time when:
6.3.1 the Customer or the Customer’s nominated carrier takes possession of the Goods at Timber Wolf Flooring’s address; or
6.3.2 Timber Wolf Flooring (or its nominated carrier) delivers the Goods to the Customer’s nominated address, even if the Customer is not present at the address.

6.4 Delivery Costs
At Timber Wolf Flooring’s sole discretion, the cost of delivery may be in addition to the Price.

6.5 Delivery Timing
Any delivery times specified by Timber Wolf Flooring are estimates only, and Timber Wolf Flooring will not be liable for any loss or damage incurred by the Customer as a result of late delivery. Both parties agree to make every effort to enable the Goods to be delivered at the agreed time and place. If Timber Wolf Flooring is unable to deliver the Goods as agreed due to any action or inaction by the Customer, Timber Wolf Flooring may charge a reasonable fee for redelivery and/or storage.

7.1 Customer Acknowledgement
The Customer acknowledges that:
7.1.1 prolonged exposure to direct sunlight must be avoided as it can cause excessive drying, splitting, moving, and warping of the Goods, voiding any warranty provided;
7.1.2 the Goods must be acclimatized at the installation site before installation, as per the manufacturer’s recommendations and failure to do so can void the warranty;
7.1.3 the Goods are made from quality kiln-dried materials and will react adversely to moisture exposure, thus no warranty is provided for Goods exposed to moisture;
7.1.4 the Goods, being natural products, may have variations in color, shade, and texture. They are susceptible to environmental factors (e.g., rain, sun, temperature), and to damage and size variations caused by relative humidity, moisture content, etc. Samples of the Goods can only be indicative of the range of characteristics within the timber species nominated.

7.2 Maintenance Responsibility
The Customer is responsible for maintaining the Goods after installation. As timber is a natural fiber, it can change due to environmental or climatic conditions and fair wear and tear. The Customer acknowledges that Timber Wolf Flooring is not responsible for any deterioration caused by prolonged exposure to sunlight, heat, wind, air-conditioning, excess water, movement of furniture, appliances, or other heavy items, fair wear and tear, and the Customer’s failure to exercise reasonable care.

8.1 Installation Responsibility
Where Timber Wolf Flooring provides and installs the Goods:
8.1.1 upon installation, all risk for the Goods passes immediately to the Customer;
8.1.2 Timber Wolf Flooring is not responsible for any pre-existing or latent defects at the site that may affect the Goods or the installation process, including but not limited to uneven floor levels,, damp proofing issues on concrete floors, termite or pest damage, insufficient sub-floor ventilation, mold or mildew presence, cracks in the foundation, inadequate structural support, and existing water damage. The installation is subject to the sub-floor being level. If leveling is required, it will be charged additionally as per clause 5.2;
8.1.3 The Customer acknowledges that:
8.1.3.1 Wood is a natural product and will vary in colour and grain pattern from piece to piece. Natural variation in wood flooring can cause a smaller sample in a showroom to look different from the installed product. This variation is part of the natural character of the product and should not be considered a defect.
8.1.3.2 There may be natural color variation between batches. It is recommended to request a current batch sample if this may be of concern.
8.1.3.3 Timber products react to sunlight, resulting in fading or darkening over time. This is a natural process and not considered a product fault. Lighter colors tend to darken, while darker colors are more likely to fade.
8.1.3.4 Adequate UV protection measures, such as UV glass protection, sun filter blinds, or sheer curtains, are recommended to protect the timber products from sun damage. Failure to provide such protection may result in noticeable color changes and is not considered a defect.

8.2 Customer Responsibilities
The Customer is responsible for:
8.2.1 selecting the Goods (including color, and finish of any stain, lacquer, or other coatings used on the Goods). These selections must be specified in writing before installation commences. Timber Wolf Flooring is not responsible for the final appearance of the Goods once installation is completed, provided it has complied with the terms of the Contract and the Customer’s selection of Goods and coatings;
8.2.2 unless otherwise agreed, removing any carpets or tiles and storing any articles that may be damaged during installation or that may obstruct Timber Wolf Flooring during installation, including furniture, furnishings, paintings, crockery, and other personal effects. Timber Wolf Flooring is not liable for any damage to these items caused by the Customer’s failure to comply with this sub-clause;
8.2.3 providing access to water, toilet, and power (electricity) facilities.

8.3 Compliance with Regulations
The Customer and Timber Wolf Flooring shall comply with all applicable statutes, regulations, and bylaws of government, local, and other public authorities, including any WorkSafe guidelines related to building/construction sites and other relevant safety standards or legislation.

8.4 Licenses and Approvals
The Customer is responsible for obtaining (at their expense) all licenses and approvals that may be required.

8.5 Concrete Slab Tolerance
The concrete slab must meet the tolerance of 3mm over 3 meters as specified in the NZ Building Code NZS 3114:1987.

8.6 Non-Compliance
If this specification is not met, Timber Wolf Flooring reserves the right not to install the timber floor on the concrete slab.

8.7 Leveling Procedure
To achieve the required levelness and/or flatness, Timber Wolf Flooring may need to grind high spots with a concrete grinder or use leveling compound to fill low spots or over the entire concrete slab. This will incur additional costs for the Customer.

8.8 Limitation of Liability
If the Customer insists that Timber Wolf Flooring continues to lay the floor on a slab that is out of tolerance, Timber Wolf Flooring will not be liable for any damages, nor will there be any warranty provided to the Customer.

9.1 Ownership of Goods
Timber Wolf Flooring and the Customer agree that ownership of the Goods will not transfer to the Customer until:
9.1.1 the Customer has paid all amounts owed to Timber Wolf Flooring; and
9.1.2 the Customer has fulfilled all other obligations to Timber Wolf Flooring.

9.2 Forms of Payment
Receipt by Timber Wolf Flooring of any form of payment other than cash will not be considered payment until that form of payment has been honored, cleared, or recognized.

9.3 Conditions Prior to Transfer of Ownership
Until ownership of the Goods passes to the Customer in accordance with clause 9.1:
9.3.1 the Customer acts only as a custodian (bailee) of the Goods and must return the Goods to Timber Wolf Flooring upon request;
9.3.2 the Customer holds the benefit of the Customer’s insurance for the Goods in trust for Timber Wolf Flooring and must pay Timber Wolf Flooring the proceeds of any insurance if the Goods are lost, damaged, or destroyed;
9.3.3 the Customer must not sell, dispose of, 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 of, or parts with possession of the Goods, they must hold the proceeds of such actions in trust for Timber Wolf Flooring and must pay or deliver the proceeds to Timber Wolf Flooring upon demand;
9.3.4 the Customer must not alter or process the Goods or mix them with other goods, but if they do, the resulting product is held in trust for Timber Wolf Flooring. The Customer must sell, dispose of, or return the resulting product as directed by Timber Wolf Flooring;
9.3.5 the Customer irrevocably authorizes Timber Wolf Flooring to enter any premises where Timber Wolf Flooring believes the Goods are stored to recover possession of the Goods;
9.3.6 Timber Wolf Flooring may recover possession of any Goods in transit, regardless of whether delivery has occurred;
9.3.7 the Customer must not charge or grant an encumbrance over the Goods or grant or give away any interest in the Goods while they remain the property of Timber Wolf Flooring;
9.3.8 Timber Wolf Flooring may initiate proceedings to recover the Price of the Goods sold even if ownership of the Goods has not passed to the Customer.

10.1 Security Agreement
Upon agreeing to these terms and conditions in writing, the Customer acknowledges and agrees that:
10.1.1 these terms and conditions constitute a security agreement for the purposes of the PPSA; and
10.1.2 a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Customer to Timber Wolf Flooring for Services – that have previously been supplied and that will be supplied in the future by Timber Wolf Flooring to the Customer.

10.2 Customer Undertakings
The Customer undertakes to:
10.2.1 sign any further documents and/or provide any further information (such information to be complete, accurate, and up-to-date in all respects) which Timber Wolf Flooring may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
10.2.2 indemnify and, upon demand, reimburse Timber Wolf Flooring 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;
10.2.3 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 favor of a third party without the prior written consent of Timber Wolf Flooring; and
10.2.4 immediately notify Timber Wolf Flooring 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.

10.3 PPSA Provisions
Timber Wolf Flooring and the Customer agree that nothing in sections 114(1)(a), 133, and 134 of the PPSA shall apply to these terms and conditions.

10.4 Debtor’s Rights
The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.

10.5 Verification Statement
Unless otherwise agreed in writing by Timber Wolf Flooring, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

10.6 Ratification of Actions
The Customer shall unconditionally ratify any actions taken by Timber Wolf Flooring under clauses 10.1 to 10.5.

10.7 PPSA Contracting Out
Subject to any express provisions to the contrary (including those contained in this clause 10), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

11.1 Security Agreement
In consideration of Timber Wolf Flooring 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).

11.2 Indemnity for Costs
The Customer indemnifies Timber Wolf Flooring against all costs and disbursements, including legal costs on a solicitor and own client basis, incurred in exercising Timber Wolf Flooring’s rights under this clause.

11.3 Power of Attorney
The Customer irrevocably appoints Timber Wolf Flooring and each director of Timber Wolf Flooring as the Customer’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 11, including but not limited to signing any document on the Customer’s behalf.

12.1 Inspection of Goods
The Customer must inspect the Goods upon delivery and notify Timber Wolf Flooring within fourteen (14) days of any alleged defect, shortage in quantity, damage, or failure to comply with the description or quote. The Customer must allow Timber Wolf Flooring to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer fails to comply with these provisions, the Goods shall be presumed to be free from any defect or damage. For defective Goods that Timber Wolf Flooring has agreed in writing the Customer is entitled to reject, Timber Wolf Flooring’s liability is limited to either (at Timber Wolf Flooring’s discretion) replacing the Goods or repairing the Goods.

12.2 Returns
Goods will not be accepted for return other than in accordance with clause 12.1 above, and provided that:
12.2.1 Timber Wolf Flooring has agreed in writing to accept the return of the unopened Goods;
12.2.2 the unopened Goods are returned at the Customer’s cost within thirty (30) days of the delivery date;
12.2.3 Timber Wolf Flooring will not be liable for Goods which have not been stored or used in a proper manner; and
12.2.4 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.

13.1 Workmanship Warranty
Subject to the conditions of warranty set out in clause 13.2, Timber Wolf Flooring warrants that if any defect in Timber Wolf Flooring’s workmanship becomes apparent and is reported to Timber Wolf Flooring within twelve (12) months of the date of delivery (time being of the essence), Timber Wolf Flooring will either (at its sole discretion) replace or remedy the workmanship.

13.2 Conditions of Warranty
The conditions applicable to the warranty given by clause 13.1 are:
13.2.1 the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
13.2.1.1 failure on the part of the Customer to properly maintain any Goods; or
13.2.1.2 failure on the part of the Customer to follow any instructions or guidelines provided by Timber Wolf Flooring; or
13.2.1.3 any use of any Goods otherwise than for any application specified on a quote or order form; or
13.2.1.4 the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
13.2.1.5 fair wear and tear, any accident, or act of God.

13.2.2 the warranty shall cease and Timber Wolf Flooring shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered, or overhauled without Timber Wolf Flooring’s consent.
13.2.3 in respect of all claims Timber Wolf Flooring 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.

13.3 Manufacturer’s Warranty
For Goods not manufactured by Timber Wolf Flooring, the warranty shall be the current warranty provided by the manufacturer of the Goods. Timber Wolf Flooring shall not be bound by nor be responsible for any term, condition, representation, or warranty other than that which is given by the manufacturer of the Goods.

14.1 Application of the Act
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 Timber Wolf Flooring to the Customer.

15.1 Indemnity for Debt Recovery
If the Customer owes Timber Wolf Flooring any money, the Customer shall indemnify Timber Wolf Flooring against all costs and disbursements incurred in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Timber Wolf Flooring’s collection agency costs, and bank dishonor fees).

15.2 Liability for Reversed Transactions
Further to any other rights or remedies Timber Wolf Flooring may have under this Contract, if a Customer has made payment to Timber Wolf Flooring 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 Timber Wolf Flooring under this clause 15 where it can be proven that such reversal is found to be illegal, fraudulent, or in contravention of the Customer’s obligations under this Contract.

15.3 Right to Cancel Orders
Without prejudice to Timber Wolf Flooring’s other remedies at law, Timber Wolf Flooring shall be entitled to cancel all or any part of any order of the Customer that remains unfulfilled and all amounts owing to Timber Wolf Flooring shall, whether or not due for payment, become immediately payable if:
15.3.1 any money payable to Timber Wolf Flooring becomes overdue, or in Timber Wolf Flooring’s opinion the Customer will be unable to make a payment when it falls due;
15.3.2 the Customer has exceeded any applicable credit limit provided by Timber Wolf Flooring;
15.3.3 the Customer becomes insolvent, convenes a meeting with its creditors, proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
15.3.4 a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

16.1 Suspension or Termination of Supply
Without prejudice to any other remedies Timber Wolf Flooring may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions, Timber Wolf Flooring may suspend or terminate the supply of Goods to the Customer. Timber Wolf Flooring will not be liable to the Customer for any loss or damage the Customer suffers because Timber Wolf Flooring has exercised its rights under this clause.

16.2 Cancellation Before Delivery
Timber Wolf Flooring 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. Upon giving such notice, Timber Wolf Flooring shall repay the Customer any money paid for the Goods. Timber Wolf Flooring shall not be liable for any loss or damage whatsoever arising from such cancellation.

16.3 Customer 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 Timber Wolf Flooring as a direct result of the cancellation (including, but not limited to, any loss of profits).

17.1 Confidentiality and Data Protection
All emails, documents, images, or other recorded information held or used by Timber Wolf Flooring are considered Personal Information as defined in clause 17.3 and are therefore deemed confidential. Timber Wolf Flooring acknowledges its obligation in relation to handling, use, disclosure, and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”), including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act, and any statutory requirements where relevant in a European Economic Area “EEA”, then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Timber Wolf Flooring acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer’s Personal Information that may result in serious harm to the Customer, Timber Wolf Flooring will notify the Customer in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Customer by written consent, unless subject to an operation of law.

17.2 Cookies and Tracking Technologies
Privacy limitations extend to Timber Wolf Flooring in respect of Cookies where transactions for purchases/orders transpire directly from Timber Wolf Flooring’s website. Timber Wolf Flooring agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), which allow the collection of Personal Information such as the Customer’s:
17.2.1 IP address, browser, email client type, and other similar details;
17.2.2 tracking website usage and traffic; and
17.2.3 reports are available to Timber Wolf Flooring when Timber Wolf Flooring sends an email to the Customer, so Timber Wolf Flooring may collect and review that information (collectively, “Personal Information”).
To enable/disable the collection of Personal Information by way of Cookies, the Customer shall have the right to enable/disable the Cookies first by selecting the option to enable/disable, provided on the website prior to proceeding with a purchase/order via Timber Wolf Flooring’s website.

17.3 Authorization to Collect and Use Information
The Customer authorizes Timber Wolf Flooring or its agent to:
17.3.1 access, collect, retain, and use any information about the Customer;
17.3.1.1 including, name, address, date of birth, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history, or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Customer’s creditworthiness; or
17.3.1.2 for the purpose of marketing products and services to the Customer.
17.3.2 disclose information about the Customer, whether collected by Timber Wolf Flooring from the Customer directly or obtained by Timber Wolf Flooring 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.

17.4 Rights of Individuals
Where the Customer is an individual, the authorities under clause 17.3 are authorities or consents for the purposes of the Privacy Act 1993. The Customer shall have the right to request Timber Wolf Flooring for a copy of the Personal Information about the Customer retained by Timber Wolf Flooring and the right to request Timber Wolf Flooring to correct any incorrect Personal Information about the Customer held by Timber Wolf Flooring.

18.1 Delivery of Notices
Any written notice given under this Contract shall be deemed to have been given and received:
18.1.1 by handing the notice to the other party, in person;
18.1.2 by leaving it at the address of the other party as stated in this Contract;
18.1.3 by sending it by registered post to the address of the other party as stated in this Contract;
18.1.4 if sent by email to the other party’s last known email address.

18.2 Timing of Notices
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.

19.1 Acting as a Trustee
If the Customer at any time upon or subsequent to entering into the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Timber Wolf Flooring may have notice of the Trust, the Customer covenants with Timber Wolf Flooring as follows:
19.1.1 the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
19.1.2 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.
19.1.3 the Customer will not, without consent in writing of Timber Wolf Flooring (Timber Wolf Flooring will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
19.1.3.1 the removal, replacement, or retirement of the Customer as trustee of the Trust;
19.1.3.2 any alteration to or variation of the terms of the Trust;
19.1.3.3 any advancement or distribution of capital of the Trust; or
19.1.3.4 any resettlement of the trust property.

20.1 Arbitration Agreement
All disputes and differences between the Customer and Timber Wolf Flooring related to this agreement shall be referred to arbitration under a single arbitrator agreed upon by both parties. If an agreement cannot be reached, then by two arbitrators (one appointed by each party) and their umpire (appointed by the arbitrators before arbitration). Such arbitration will be conducted in accordance with the provisions of the Arbitration Act 1996.

21.1 Waiver and Severability
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 is found to be invalid, void, illegal, or unenforceable, the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.

21.2 Governing Law and Jurisdiction
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 Auckland Courts of New Zealand.

21.3 Limitation of Liability
Timber Wolf Flooring shall not be liable 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 Timber Wolf Flooring of these terms and conditions. Alternatively, Timber Wolf Flooring’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods.

21.4 Assignment of Rights
Timber Wolf Flooring may license and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.

21.5 Customer Assignment
The Customer cannot license or assign any part of its rights and/or obligations under this Contract without the written approval of Timber Wolf Flooring.

21.6 Subcontracting
Timber Wolf Flooring may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by doing so. The Customer agrees and understands that they have no authority to give any instruction to any of Timber Wolf Flooring’s sub-contractors without the authority of Timber Wolf Flooring.

21.7 Amendment of Terms
The Customer agrees that Timber Wolf Flooring may amend its general terms and conditions for future contracts with the Customer by disclosing such amendments in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes or at the time the Customer makes a further request for Timber Wolf Flooring to provide Goods to the Customer.

21.8 Force Majeure
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.

21.9 Authorization and Solvency
Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorizations to allow them to do so, they are not insolvent, and this Contract creates binding and valid legal obligations on them.