Terms of Trade

Ultra Trailers Terms and Conditions of Trade

1 Definition and Interpretation
1.1 In these terms and conditions, unless otherwise defined or the context otherwise requires: -

“Ultra Trailers 2020 Limited” means Ultra Trailers 2020 Ltd and includes its employees, agents and representatives;
Customer means any person or persons, partnership, company, body corporate, association or other entity (or any person acting on behalf of and with the authority of the Customer) requesting the supply of Goods, of Parts and/or Works or Services from Ultra Trailers 2020 Limited. Where the customer comprises two or more persons, means those persons jointly and severally;
Goods means all Goods, Supplies and/or Materials supplied by or sold by Ultra Trailers 2020 Limited to the Customer from time to time;
Order means any order placed by the Customer with Ultra Trailers 2020 Limited for the supply of Goods, Parts and/or Services whether such order is based on a Quotation or otherwise and includes any agreed written variations, supplements to or substitutions of such order;
Services means all Services and Works to be provided and performed by Ultra Trailers 2020 Limited to the Customer (and where the context so permits shall include any supply of Parts as hereinafter defined) all such Services shall be as described on the invoices, quotation, work authorisation or any other forms provided by Ultra Trailers 2020 Limited to the Customer and shall include any advice or recommendations;
Parts shall mean Parts supplied by Ultra Trailers 2020 Limited to the Customer either separately, or as part of the Services (and where the context so permits shall include the supply of Services as defined above);
Terms of Trade means these terms and conditions of trade as varied from time to time, as set out in this document;
Credit Account means the account for purchasing Goods, Parts and/or Services on credit held by the Customer with Ultra Trailers 2020 Limited;
Credit Account Application means the application completed by a Customer and which has been approved by Ultra Trailers 2020 Limited in order to obtain a credit account with Ultra Trailers 2020 Limited;
Quotation means any written quotation provided by Ultra Trailers 2020 Limited to the Customer describing the Goods, Parts and/or Services to be supplied including any agreed variations, supplements to or substitutions of such quotation;
PPSA means the Personal Property Securities Act 1999 as amended from time to time;
Reference to any statute includes all regulations under that statute, all amendments to that statute and any statute in substitution of such statute;

2 Application and Acceptance

2.1 The terms and conditions set out below apply to every supply of Goods, Parts and/or Services by Ultra Trailers 2020 Limited to the Customer which together with the Credit Account Application shall constitute the entire agreement between the parties.

2.2 By placing an order for the purchase of Goods, Parts and/or Services from Ultra Trailers 2020 Limited the Customer agrees that it is bound by these Terms of Trade and that the Customers own terms and conditions of trade do not apply

2.3 These Terms of Trade shall not be deemed or construed to be modified, rescinded or waived in whole or part unless otherwise agreed in writing by Ultra Trailers 2020 Limited.

2.4 No employee, representative or agent is authorised by Ultra Trailers 2020 Limited to give any guarantee, warranty or representation in addition to or contrary to these Terms of Trade;

2.5 These Terms of Trade shall supersede all representations, agreements or other communications made by Ultra Trailers 2020 Limited to the Customer unless otherwise agreed in writing by Ultra Trailers 2020 Limited.

2.6 The following actions will constitute the Customer’s acceptance of these terms and conditions of trade and give rise to a binding contract between the Customer and Ultra Trailers 2020 Limited:

The placement by the Customer of an Order for Goods, Parts and/or Services; and/or
The execution of a Credit Account Application.
The acceptance of a Quote to purchase Goods, Parts and/or Services on the terms of that Quote and these terms.

2.7 Any Quotation is open for acceptance for 30 days after the date of such Quotation unless earlier withdrawn by Ultra Trailers 2020 Limited.

3 Prices
3.1 At Ultra Trailers 2020 Limited’s sole discretion the Price shall be either:-

As indicated on invoices provided by Ultra Trailers 2020 Limited to the Customer in respect of Goods, Parts and/or Services supplied; or
Ultra Trailers 2020 Limited’s estimated Price (subject to Clause 3.2) which shall not be deemed binding upon Ultra Trailers 2020 Limited as the actual Price can only be determined upon completion of the Services. Ultra Trailers 2020 Limited undertakes to keep the Customer informed should the actual Price look likely to exceed the original estimate.
Ultra Trailers 2020 Limited’s quoted Price (subject to clause 3.2) which shall be binding upon Ultra Trailers 2020 Limited provided that the Customer shall accept Ultra Trailers 2020 Limited’s quotation in writing within thirty (30) days of issue

3.2 Ultra Trailers 2020 Limited reserves the right to change the Price in the event of a variation to Ultra Trailers 2020 Limited’s quotation. Any variation from the schedule of Work and/or Services (including, but not limited to, any variation as a result of additional Services required due to hidden or unidentifiable difficulties or as a result of increases to Ultra Trailers 2020 Limited in the cost of parts, materials and labour or other factors affecting the cost of supply and/or delivery of Goods, Parts and/or Services due to circumstances beyond Ultra Trailers 2020 Limited’s control) will be charged for on the basis of Ultra Trailers 2020 Limited’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.

3.3 Ultra Trailers 2020 Limited may submit detailed progress payment claims in accordance with Ultra Trailers 2020 Limited’s specified payment schedule. Such payment claims may include the reasonable value of authorised variations and the value of any materials purchased but not yet installed.

3.4 At Ultra Trailers 2020 Limited’s sole discretion a non-refundable deposit may be required.

3.5 Where the Supplier is requested to store the Customer's Parts or equipment, or where Parts or equipment are not collected within one week of advice to the Customer that they are ready for collection, then Ultra Trailers 2020 Limited (at its sole discretion) may charge a reasonable fee for storage.

3.6 Prices unless otherwise stated are exclusive of Goods and Services Tax, other taxes, import duties, levies or tariffs, freight or insurance charges and installation or maintenance charges, which if applicable will be an extra charge.

4 Payment
4.1 At Ultra Trailers 2020 Limited’s sole discretion Payment shall be due on: -

Delivery of the Goods, Parts and/or completion of Services: or
Completion of an Order and invoicing of same by Ultra Trailers 2020 Limited except that:

In the case of any Order including the supply of Goods and Parts, payment for such Goods and Parts is due on placement of an Order; and
In the case of any Order including the supply of Services over a period exceeding one-month Ultra Trailers 2020 Limited may at its discretion issue interim invoices on a monthly basis with payment due within seven days of the date of issue of such invoice.

4.2 Unless requested otherwise, invoices will be sent electronically. In the case of Credit Account Customers payment for all Orders made, Goods, Parts and/or Services completed during the month is to be made within 14 days following the date of the invoice.

4.3 In the event payment is not received by the payment due dates referred to in clauses 4.1 and 4.2, you will be in default and we may: -

Charge you default interest at the rate of 3.0% per month on the overdue balance compounding on a monthly basis from the due date for payment until the date of payment. The charging of default interest does not imply the granting of an extension of credit.
Recover from you (as a debt owing) all cost incurred in attempting to obtain payment, including legal costs, debt collection costs and administrative charges.

4.4 No credit shall be extended on overdue accounts, except by prior written agreement with Ultra Trailers 2020 Limited.

4.5 Payment shall be made without set-off or deduction of any kind and may be made by cheque or bank cheque, by direct credit, by credit card, by bank transfer or on Account (credit terms and conditions apply as agreed by Ultra Trailers 2020 Limited)

4.6 If the Customer does not make payment on the payment date, Ultra Trailers 2020 Limited may decline to carry out any further work and will not be liable for any consequential loss or damage suffered by the customer.

5 Delivery

5.1 Dates given for delivery are stated in good faith but are not to be treated as a condition of the contract. No claim shall be made by the Customer on account of late delivery however caused. Late delivery shall not constitute a breach of this contract by Ultra Trailers 2020 Limited, and the Customer shall not be able to cancel the contract because of late delivery nor shall Ultra Trailers 2020 Limited be liable for any loss or damage whatsoever due to failure to deliver the Services promptly or at all where due to circumstances beyond the control of Ultra Trailers 2020 Limited.

5.2 At Ultra Trailers 2020 Limited sole discretion delivery of the Services shall take place when:

Ultra Trailers 2020 Limited provides the services at Ultra Trailers 2020 Limited’s address; or
Ultra Trailers 2020 Limited provides the services at the Customer's nominated address.

5.3 Where Ultra Trailers 2020 Limited is to provide any Services at the Customer's nominated address then the Customer shall be liable for all costs incurred by Ultra Trailers 2020 Limited from the time they depart from, and until they return to, their normal place of work (including, but not limited to, mileage and time calculated at Ultra Trailers 2020 Limited’s standard rates and any Parts purchased for the Services).

5.4 Delivery of any Services to a third party nominated by the customer is deemed to be delivery to the Customer for the purposes of this agreement.

5.5 Ultra Trailers 2020 Limited may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

6 Unanticipated Events
6.1 Ultra Trailers 2020 Limited shall be entitled to cancel or suspend delivery of the Goods, Parts and/or Services in the event of any delay or default due directly or indirectly to pandemics, wars, strikes, lockouts, delay or defaults of manufacturers or suppliers, act of God, or any other cause (whether similar or dissimilar) beyond the reasonable control of Ultra Trailers 2020 Limited. The Customer shall have no claim whatsoever against Ultra Trailers 2020 Limited in consequence of any such cancellation or suspension.

6.2 If the supply or delivery of Goods, Parts and/or Services is delayed as a result of any act, omission, default or request by or on behalf of the Customer, Ultra Trailers 2020 Limited may without prejudice to its other rights and remedies, require payment by the Customer of such portion of the contract price determined appropriate by Ultra Trailers 2020 Limited. In the event of such delay continuing beyond reasonable time, Ultra Trailers 2020 Limited may, without prejudice to its other remedies cancel this contract.

7 Return of Goods
7.1 Goods and Parts may only be returned for credit at Ultra Trailers 2020 Limited’s sole discretion. Without prejudice to the foregoing, no returned Goods or Parts shall be accepted by Ultra Trailers 2020 Limited if they have been tampered with and are not in as new condition or if they are expressly sold on a non-return basis.

8 Risk

8.1 If Ultra Trailers 2020 Limited retains ownership of any Parts nonetheless, all risk for the Parts passes to the Customer on delivery.

8.2 If any of the Parts are damaged or destroyed following delivery but prior to ownership passing to the Customer, Ultra Trailers 2020 Limited is entitled to receive all insurance proceeds payable for the Parts. The production of these terms and conditions by Ultra Trailers 2020 Limited is sufficient evidence of Ultra Trailers 2020 Limited’s rights to receive the insurance proceeds without the need for any person dealing with Ultra Trailers 2020 Limited to make further enquiries.

9 Title
9.1 Notwithstanding clause 8 above, without prejudice to the liability of the Customer to pay for Goods, Parts and/or Services supplied, such Goods and Parts shall remain the property of Ultra Trailers 2020 Limited as legal and equitable owner pending cleared payment in full of all monies due under this contract or in respect of any other debt owed by the Customer to Ultra Trailers 2020 Limited

9.2 It is further agreed that:

Where practicable the Parts shall be kept separate and identifiable until Ultra Trailers 2020 Limited shall have received payment and all other obligations of the Customer are met; and
Until such time as ownership of the Parts shall pass from Ultra Trailers 2020 Limited to the Customer, Ultra Trailers 2020 Limited may give notice in writing to the Customer to return the Parts or any of them to Ultra Trailers 2020 Limited. Upon such notice being given the rights of the Customer to obtain ownership or any other interest in the Parts shall cease; and
The Customer is only a bailee of the Parts and until such time as Ultra Trailers 2020 Limited has received payment in full for the Parts then the Customer shall hold any proceeds from the sale or disposal of the Parts, up to and including the amount the Customer owes to Ultra Trailers 2020 Limited for the Parts, on trust for Ultra Trailers 2020 Limited; and
Until such time that ownership in the Parts passes to the customer, if the Parts are converted into other products, the parties agree that Ultra Trailers 2020 Limited will be the owner of the end products; and
If the Customer fails to return the Parts to Ultra Trailers 2020 Limited then Ultra Trailers 2020 Limited or the Ultra Trailers 2020 Limited’s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Parts are situated and take possession of the Parts, and Ultra Trailers 2020 Limited will not be liable for any reasonable loss or damage suffered as a result of any action by Ultra Trailers 2020 Limited under this clause.

10 Cancellation
10.1 If the Customer:

Fails to make any payment due to Ultra Trailers 2020 Limited or commit any other breach of any of the Customer’s obligations to Ultra Trailers 2020 Limited; or
Ceases or threatens to cease to carry on business; or
Enters into any negotiations for an arrangement or composition with its creditors; or
Commits an available act of bankruptcy;
Suffers execution or distress is levied under any judgment; or
Being a company, goes into liquidation whether voluntary or compulsory or does anything or fails to do anything which would allow a receiver or manager to be appointed or a receiver or manager to take possession of any of the Customers assets or which would entitle any person to present an application for winding up or is wound up or dissolved or placed under statutory management or enters into a scheme of arrangement with any of its creditors; or any class thereof; or
Ultra Trailers 2020 Limited becomes aware of any unsatisfactory feature in the Customer’s finances which could detrimentally affect payment,

10.2 Ultra Trailers 2020 Limited may (in addition to any other rights and remedies available to it) treat the contract as terminated and any part of the purchase price then unpaid, together with any other monies owing whether due or not shall become due and payable. Any such termination shall be without prejudice to any claim or right available to Ultra Trailers 2020 Limited.

10.3 Upon the occurrence of the above events Ultra Trailers 2020 Limited will be entitled to repossess and resell Goods and Parts which remain the property of Ultra Trailers 2020 Limited in accordance with these Terms of Trade.

10.4 Ultra Trailers 2020 Limited may cancel any contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are delivered by giving written notice to the Customer. On giving such notice Ultra Trailers 2020 Limited shall repay to the Customer any sums paid in respect of the Price. Ultra Trailers 2020 Limited shall not be liable for any loss or damage howsoever arising from such cancellation.

10.5  In the event that the Customer cancels the delivery of Services the Customer shall be liable for any loss incurred by Ultra Trailers 2020 Limited (including, but not limited to, any loss of profits) up to the time of cancellation.

11  Costs
11.1 If the Customer defaults in performing its obligations under this contract and Ultra Trailers 2020 Limited incurs expenses in enforcing its rights under this contract, the Customer shall pay those expenses (including all costs on a solicitor/client basis and any court costs and disbursements, and any service or collection fees) to Ultra Trailers 2020 Limited on demand and indemnifies and shall keep indemnified Ultra Trailers 2020 Limited with respect to such expenses.

12  The Privacy Act 1993
12.1 The Customer acknowledges that personal information collected or held by Ultra Trailers 2020 Limited (whether contained in this document or otherwise obtained) is provided and may be held, used and disclosed for the following purposes:

Administering whether directly or indirectly, Ultra Trailers 2020 Limited’s contracts and enforcing Ultra Trailers 2020 Limited’s right under such contracts;
Marketing Goods and services provided by Ultra Trailers 2020 Limited;
Ascertaining at any time the Customer’s creditworthiness and obtaining at any time credit reports (including any overdue fines balance information held by the Ministry of Justice), character references or credit statements;
Enabling Ultra Trailers 2020 Limited to make enquiries with any credit agency regarding the Customer’s credit history or notify such credit agency of any payment default by the Customer and the Customer authorises any such credit agency to hold such information on record for the purpose of providing its credit reporting service; and
Enabling the Customer to communicate with Ultra Trailers 2020 Limited for any purpose.

12.2 The Customer authorises Ultra Trailers 2020 Limited to obtain at any time from any person or entity, any information Ultra Trailers 2020 Limited may require to process and/or accept any application for credit the Customer may make to Ultra Trailers 2020 Limited or to perform or complete any of the other purposes for which the Customer has provided personal information to Ultra Trailers 2020 Limited. The Customer authorises any such person to release to Ultra Trailers 2020 Limited any personal information that person holds concerning the Customer.

13 Liability
13.1 If the Customer is a “Consumer” who acquires the Goods from Ultra Trailers 2020 Limited for the purposes of a business, the Customer agrees that the warranties contained in the Consumer Guarantees Act 1993 will not apply and these terms will apply instead.

13.2 The conditions, warranties and guarantees contained in the Sale of Goods Act 1908, to the extent permitted, are hereby excluded.

13.3 Ultra Trailers 2020 Limited’s liability to the Customer, whether by act or omission or negligence is limited to the lesser of (i) the amount (excluding GST) invoiced to the Customer for the relevant Goods, Parts and/or Services, or (ii) the cost of repair of the relevant Goods and/or Services. Ultra Trailers 2020 Limited shall have no liability for any consequential, indirect or special loss, damage or injury suffered by the Customer.

14 Warranty
14.1 Subject to the conditions of warranty set out in clause 14.2 Ultra Trailers 2020 Limited warrants that if any defect in any workmanship of Ultra Trailers 2020 Limited becomes apparent and is reported to Ultra Trailers 2020 Limited within 30 days from collection (time being of the essence) then Ultra Trailers 2020 Limited will either (at Ultra Trailers 2020 Limited’s sole discretion) replace or remedy the workmanship.

14.2 The conditions applicable to the warranty given by clause 14.1 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 Services; or
Failure on the part of the Customer to follow any instructions or guidelines provided by Ultra Trailers 2020 Limited; or
Any use of any Services otherwise than for any application specified on a quote or order form; or
The continued use of any Services 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 Ultra Trailers 2020 Limited shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Ultra Trailers 2020 Limited’s consent.
In respect of all claims Ultra Trailers 2020 Limited 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.
Any repair, service or replacement work required to discharge Ultra Trailers 2020 Limited from its liability under the terms of the warranty shall be carried out on Ultra Trailers 2020 Limited premises. The cost of up-lifting and returning goods to Ultra Trailers 2020 Limited, re-delivering the goods back to the Customers site, and any re-installation shall be the responsibility of the Customer unless otherwise agreed in writing by and at the discretion of Ultra Trailers 2020 Limited

14.3 For Parts not manufactured by Ultra Trailers 2020 Limited, the warranty shall be the current warranty provided by the manufacturer of the Parts. Ultra Trailers 2020 Limited 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 Parts.

14.4 In the case of second hand Parts, the Customer acknowledges that he has had full opportunity to inspect the same and that he accepts the same with all faults, as is and acknowledges that no warranty is given by Ultra Trailers 2020 Limited as to the quality or suitability of the Part(s) for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. Ultra Trailers 2020 Limited shall not be responsible for any consequential loss or damage howsoever arising out of the use of second hand Parts.

15 Personal Property Securities Act 1999
15.1 This Customer grants to Ultra Trailers 2020 Limited a Security Interest in the Goods and Parts and their Proceeds to secure the obligation of the Customer to pay the purchase price for all Goods, Parts and/or Services and any other obligations of the Customer to Ultra Trailers 2020 Limited under this contract (“Indebtedness”) and where the Goods and Parts and/or Proceeds are not readily identifiable or traceable or their full recoverable value is insufficient to pay the Indebtedness, the Security Interest shall also extend to all present and after acquired property of the Customer to the extent required to secure the Indebtedness.

15.2 The Customer consents to Ultra Trailers 2020 Limited registering its Security Interest on the Personal Property Securities Register. The Customer shall on request and at its own expense provide all reasonable assistance and relevant information to enable Ultra Trailers 2020 Limited to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce Ultra Trailers 2020 Limited’s Security Interest in accordance with the Personal Property Securities Act 1999 (PPSA)

15.3 Until the Customer has paid all amounts owing to Ultra Trailers 2020 Limited the Customer shall at all times ensure that:

The Goods and Parts supplied by Ultra Trailers 2020 Limited, while in the Customer’s possession, can be readily identified and distinguished; and/or
All Proceeds (in whatever form) that the Customer receives from the sale of any of the Goods and Parts are readily identifiable and traceable

15.4 The parties agree to contract out of the PPSA to the extent permitted by Section 107 of the PPSA but only as so far as such contracting out applies for the benefit of, and does not impose a burden on, Ultra Trailers 2020 Limited. For the avoidance of doubt nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to any Security Interest created pursuant to these terms and conditions of sale and the Customer waives its rights as a debtor under Sections 116, 120, 121, 125, 131 and 148 of the PPSA.

15.5 Notwithstanding any reference to a particular Invoice/Order, where any sum remains outstanding by the Customer on more than one Invoice/Order, any payments received by Ultra Trailers 2020 Limited may at Ultra Trailers 2020 Limited’s discretion, at the time of receipt or at any time afterwards, be allocated towards any invoice that Ultra Trailers 2020 Limited determines.

15.6 For the purposes of this clause defined terms which have not already been defined in these Terms of Trade shall have the meanings ascribed to them in the PPSR.

16 Change of Trading Entity
16.1 In the case of a Trade Customer, the Customer shall notify Ultra Trailers 2020 Limited in writing in advance of any changes in the Customers name, trading entity or ownership of the Customer’s business and Ultra Trailers 2020 Limited may in its discretion require the Customer to complete a new Trade Credit Account Application. The Customer acknowledges that in the event of the sale of the business the account is not transferrable and the new owners must apply for approval for a Trade Credit Account Application in the normal way.

17 Copyright and Intellectual Property
17.1 All information provided by Ultra Trailers 2020 Limited to the Customer including all drawings, specifications and other technical information is the intellectual property of Ultra Trailers 2020 Limited and copyright of same remains vested in Ultra Trailers 2020 Limited.

18 Customer's Disclaimer
18.1 The Customer hereby disclaims any right to rescind or cancel any contract with Ultra Trailers 2020 Limited or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by Ultra Trailers 2020 Limited and the Customer acknowledges that the Services are bought relying solely upon the Customer's skill and judgement.

19 Defects
19.1 The Customer shall inspect the Services/Parts on delivery and shall within three (3) days of delivery (time being of the essence) notify Ultra Trailers 2020 Limited of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Ultra Trailers 2020 Limited an opportunity to inspect the Services/Parts within a reasonable time following delivery if the Customer believes the Services/Parts are defective in any way. If the Customer shall fail to comply with these provisions the Services/Parts shall be presumed to be free from any defect or damage. For defective Services/Parts, which Ultra Trailers 2020 Limited has agreed in writing that the Customer is entitled to reject, Ultra Trailers 2020 Limited’s liability is limited to either (at Ultra Trailers 2020 Limited’s discretion) replacing the Services/Parts or repairing the Services/Parts.

19.2 Parts will not be accepted for return other than in accordance with clause

20 Customer's Responsibility & Acknowledgment
20.1 The Customer acknowledges and accepts that the supply of Parts for accepted orders may be subject to availability and if, for any reason, Parts are not or cease to be available, Ultra Trailers 2020 Limited reserves the right to vary the price with alternative Parts as per Clause 3.2. Ultra Trailers 2020 Limited also reserves the right to halt all Services until such time as Ultra Trailers 2020 Limited and the Customer agree to such changes.

20.2 The Customer acknowledges that Ultra Trailers 2020 Limited can only provide its Services on equipment in its current state as supplied to Ultra Trailers 2020 Limited therefore Ultra Trailers 2020 Limited shall not accept any responsibility for the workmanship of any third party that has worked on equipment prior to Services being undertaken by Ultra Trailers 2020 Limited (including, but not limited to, poor paintwork or repairs).

20.3 The Customer acknowledges and agrees that further terms and conditions will apply to the Customer in the event of Hire Equipment hired from Ultra Trailers 2020 Limited.

20.4 Where the Customer has supplied materials for Ultra Trailers 2020 Limited to complete the Services, the Customer acknowledges that he accepts responsibility for the suitability of purpose, quality and any faults inherent in the materials. Ultra Trailers 2020 Limited shall not be responsible for any defects in the Services, any loss or damage to the materials (or any part thereof), howsoever arising from the use of materials supplied by the Customer.

20.5 Where the Customer has left a vehicle or equipment with Ultra Trailers 2020 Limited for repair, restoration, or modification or for Ultra Trailers 2020 Limited to perform any other Service in relation to the item, it shall be at the sole risk of the Customer. Ultra Trailers 2020 Limited shall not be liable for any loss or damage to any vehicle or equipment whilst in the care of Ultra Trailers 2020 Limited, it shall be the responsibility of the Customer to ensure the vehicle or equipment is adequately insured, or at all (including but not limited to, the perils of accident, fire, theft and burglary and all other usual risks) whilst stored on Ultra Trailers 2020 Limited’s premises.

20.6 The Customer acknowledges that it is the Customers' responsibility to remove all personal/valuable items from the vehicle prior to Ultra Trailers 2020 Limited carrying out their Services. Ultra Trailers 2020 Limited shall not be liable in the event of any apparent loss or damage to personal/valuable items left in the vehicle.

21 General
21.1 These Terms of Trade may be varied by Ultra Trailers 2020 Limited at any time. New terms and conditions will be enforceable by Ultra Trailers 2020 Limited from the date they are provided to the Customer.

21.2 If any part of these terms and conditions of sale is deemed to be illegal, unenforceable or invalid, that part is to be treated as modified or removed to the extent required to make it effective. The rest of these terms and conditions of sale are not affected.

21.3 The Customer and Ultra Trailers 2020 Limited acknowledge that for all purposes for any court action arising out of these Terms of Trade, the proper registry of the court for the filing of and hearing of any claim is at Dunedin in New Zealand and for all purposes the material part of the contract is deemed to arise at the principle place of business of Ultra Trailers 2020 Limited.

21.4 Ultra Trailers 2020 Limited 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 Ultra Trailers 2020 Limited of these terms and condition.

21.5 In the event of any breach of this contract by Ultra Trailers 2020 Limited the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Parts.

21.6 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 Ultra Trailers 2020 Limited nor to withhold payment of any invoice because part of that invoice is in dispute.

21.7 Ultra Trailers 2020 Limited may license or sub-contract all or any part of its rights and obligations without the Customer's consent.

21.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

21.9 The failure by Ultra Trailers 2020 Limited to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Ultra Trailers 2020 Limited’s right to subsequently enforce that Provision.

22 Personal Guarantee and Indemnity by Director/s, Shareholder/s, Trustee/s etc
22.1 In consideration of Ultra Trailers 2020 Limited agreeing to supply Goods, Parts and/or Services and grant credit to the Customer at the request of the director/s and/or shareholder/s and/or trustee/s and/or proprietor/s of the Customer (“Guarantor/s”) the Guarantor/s):

Guarantee to Ultra Trailers 2020 Limited the performance of and compliance by the Customer of its obligations to Ultra Trailers 2020 Limited under these Terms of Trade including the full payment of all invoices, disbursements and other amounts payable by the Customer to Ultra Trailers 2020 Limited;
Indemnify Ultra Trailers 2020 Limited against any loss incurred by Ultra Trailers 2020 Limited directly or indirectly as a result of any failure by the Customer to perform or comply with any of its obligations to Ultra Trailers 2020 Limited under these Terms of Trade;Unconditionally and irrevocably undertake that if for any reason the Customer does not pay any amount under these Terms of Trade when due, the Guarantor/s will pay the relevant amount upon demand in writing; and
Agree that as between the Guarantor/s and Ultra Trailers 2020 Limited (and without affecting the obligations of the Customer) the Guarantor/s is/are liable under these Terms of Trade as sole and principal debtor and not merely as surety and Ultra Trailers 2020 Limited shall be under no obligation to take proceedings against the Customer before taking proceedings against the Guarantor/s);
Agree that this guarantee may be registered on the Personal Property Securities Register as a general security against all present and after acquired property of the Guarantor/s and the terms of clause 15 shall apply to any such security to the extent applicable.

22.2 The Guarantor/s covenant/s to Ultra Trailers 2020 Limited that:

A transfer of Ultra Trailers 2020 Limited’s rights and obligations these Terms of Trade and any variation of these Terms of Trade will not release the Guarantor/s from liability under this clause 24;
The Guarantor/s liability pursuant to this clause 24 is joint several and unlimited;
No release, delay or waiver of Ultra Trailers 2020 Limited’s rights against the Customer will release, prejudice or affect the liability of the Guarantor/s guarantor or as indemnifier pursuant to this clause 19; and
The Guarantor/s obligations and liabilities pursuant to this clause 19 are to remain in full force and effect until notified by Ultra Trailers 2020 Limited in writing.

22.3 The Guarantor/s acknowledge/s that:

It is recommended that the Guarantor/s obtain independent legal advice and that in the event that the Guarantor/s choose/s to sign the guarantee without obtaining such independent legal advice he/she/they waive such right by signing;
No representation, warranty or undertaking has been made by or on behalf of the Ultra Trailers 2020 Limited which is not expressly set out in these Terms of Trade; and in deciding to give this guarantee, the Guarantor/s has/have not received or relied upon any advice given by or on behalf of Ultra Trailers 2020 Limited.