1 APPLICATION AND AGREEMENT 1.1 These terms of trade (Terms) shall apply in respect of all Goods and Services that you (Customer)

may purchase from Gavins from time to time, unless Gavins otherwise expressly agree in writing. 2 DEFINITIONS

Gavins means each entity within the Gavins Group. Gavins Group means Gavins Limited and includes without limitation each ‘related company’ of Gavins Limited, as defined in section 2(3) of the Companies Act 1993. Goods means all goods and materials supplied or to be supplied by Gavins to the Customer pursuant to an Order that has been accepted by Gavins pursuant to clause 5.5. Order means an order for Goods and/or Services placed by the Customer with Gavins. Price means the price payable by the Customer to Gavins for the Goods and Services. The Price shall be calculated in accordance with Gavins’ standard price list as at the time the relevant order is accepted by Gavins, or as otherwise agreed by Gavins in writing from time to time. Services means all services performed or to be performed by Gavins to the Customer, pursuant to an Order that has been accepted by Gavins pursuant to clause 5.5. Site has the meaning set out in clause 6.1 Website means Gavins’ website located at www.gavins.co.nz. Working Day has the meaning set out in the Companies Act 1993.

3 SUPPLY OF GOODS AND SERVICES 3.1 The Customer agrees to purchase, and Gavins agree to supply, the Goods and/or Services, on the

terms and conditions set out in these Terms. 4 ACCOUNT 4.1 The Customer may apply for a credit account with Gavins, the acceptance of which is in Gavins’ sole

discretion. 4.2 The Customer authorises Gavins to do the following, either at the time that the Customer makes a

credit account application, or at any later date: (a) conduct all credit checks, make enquiries, collect all and any information from and disclose such

information to third parties, and undertake any searches in relation to the Customer’s credit, financial and business affairs and history as is reasonably required to assess the Customer’s credit position and as otherwise deemed necessary by Gavins from time to time;

(b) contact third parties to disclose to Gavins such information as Gavins may reasonably require from time to time in respect of the above authorisations; and

(c) undertake the same due diligence as set out in subsections (a) and (b) in respect of any guarantor of the Customer, and the Customer agrees to procure any authorisation from the guarantor necessary for such due diligence to be completed.

4.3 If Gavins agrees to grant a credit account to the Customer: (a) it is the sole responsibility of the Customer to ensure there is no unauthorised use of its credit

account; (b) the Customer agrees that Gavins may, at any time by providing notice to the Customer,

suspend, cancel, withdraw, alter the terms of, or impose or revise a credit limit in respect of, the credit account or vary the invoicing or payment terms; and

(c) the Customer agrees not to exceed the credit limit of the credit account. 4.4 If a credit account is suspended, cancelled or withdrawn, the then current balance of such account, if

any, will become immediately due and payable by the Customer. 5 ORDERS AND SUPPLY 5.1 Gavins may issue quotes to the Customer from time to time. Subject to clause 5.1, the pricing and or

rates set out in a quote shall be valid for the period specified in the quote, or if no period is specified, 30 days from the date of the quote. Gavins may withdraw any quote before it is accepted by advising the Customer. Any pricing issued by Gavins shall be an estimate, unless it expressly states that it is a quote. A quote shall comprise a fixed pricing for the Goods and/or Services described therein.

5.2 Gavins may provide estimates to the Customer from time to time. Estimates are not binding on Gavins.

5.3 The Customer is solely responsible for the accuracy of plans, specifications and information supplied by (or on behalf of) the Customer upon which a quote, estimate or Order is based.

5.4 The Customer may place an Order via phone or email. The Customer shall ensure that any person placing an Order with Gavins is properly authorised prior to such Order being placed. Gavins shall have no obligation to enquire as to whether a person placing an Order is properly authorised.

5.5 No orders shall be binding on Gavins until accepted by Gavins. Gavins may accept Orders (in whole or in part) in Gavins’ sole discretion. If an Order is not accepted, Gavins shall notify the Customer.

5.6 Each Order accepted by Gavins is deemed to incorporate and be subject to these Terms and shall constitute a separate contract for the supply of the Goods and/or Services between the Customer and the member of the Gavins Group that has accepted the Order.

5.7 On receipt of an Order, Gavins will use reasonable endeavours to source and supply all Goods and/or Services within a reasonable time, but does not guarantee supply.

5.8 Once an Order is received by Gavins, it cannot be cancelled by the Customer, whether accepted by Gavins or not, unless Gavins provides its prior written consent.

5.9 Gavins may cancel all or part of an accepted Order, if any Goods are out of stock or unavailable for any reason, and Gavins is unable to source the Goods, within a reasonable time. Gavins shall refund any amount paid by the Customer in respect of the cancelled part of the Order.

6 DELIVERY 6.1 Orders for Services must clearly specify where the Services are to be carried out (Site). Gavins shall

not be responsible or liable for undertaking the Services in an incorrect location where the Order does not clearly specify the Site.

6.2 Goods may either be collected by the Customer, or its nominated subcontractor, from Gavins nomination collection point (Collection Point), or delivered by Gavins, or its nominated subcontractors, to the Customer’s nominated delivery point (Delivery Point). Collection and Delivery is at the Customer’s cost.

6.3 Gavins is not responsible or liable for the acts and/or omissions of any subcontractor engaged by the Customer to collect the Goods, and the Customer is responsible and liable to ensure that the means of collection of Goods is suitable.

6.4 The delivery of the Goods (Delivery) is deemed to have occurred (as applicable): (a) at the time the Customer, or its nominated subcontractor, collects the Goods from the

Collection Point; or (b) at the time that they are delivered by Gavins, or its nominated subcontractor, to the Delivery

Point. 6.5 Any delivery time or date provided by Gavins is an estimate only, and Gavins will not be liable for any

delay in Delivery, whether or not beyond its control. Late Delivery does not entitle the Customer to cancel all or part of any Order or to refuse to accept Delivery.

6.6 Delivery of the Goods may be made by instalments. 6.7 The Customer shall ensure reasonable, safe and practical access to the Delivery Point and any

location where Services are to be performed. 6.8 The Customer shall inspect the Goods immediately on Delivery. The Customer has seven Working

Days from the date of Delivery to notify Gavins in writing in respect of any damage to or defect in respect of the Goods provided. Failure to do so within this timeframe will deem the Goods to be accepted by the Customer.

7 PRICE AND PAYMENT

7.1 The Customer agrees to pay the Price for all Goods and/or Services that are subject to an Order accepted by Gavins.

7.2 The Customer agrees that the Price is in New Zealand dollars and is exclusive of GST, and other New Zealand taxes and duties which may be applicable and such taxes are payable by the Customer in addition to the Price.

7.3 Gavins may require the Customer to pay a non-refundable deposit, being an advanced part payment for the Goods and/or Services, upon placing an Order.

7.4 If the Customer has a valid credit account with Gavins, Gavins shall invoice the Customer for all Goods and/or Services supplied during each month, at the end of such month, and the Customer shall pay each invoice on or prior to the 20th of the month following the date of invoice, or such later date agreed by Gavins in writing. Where the due date for payment of an invoice falls on a weekend or public holiday, payment is due on the Working Day immediately prior.

7.5 If the Customer requests that the Price for an Order be split into two or more invoices, one to be issued to the Customer and one or more invoices be issued to a third party(ies), whether in the Customer Application Form or otherwise, Gavins may issue such invoices in Gavins’ sole discretion from time to time. The Customer agrees that it shall remain liable (on a joint and several basis with the third party) to pay for the full amount of the Price (and any consequences of late payment set out in these Terms, including without limitation pursuant to clause 8.1) notwithstanding that Gavins may not have issued an invoice for the full amount of the Price to the Customer, and that Gavins may have issued invoices to third parties for part of the Price. Where the Customer is nominated to receive an invoice by a third party, the Customer agrees, on a joint and several basis with the third party, to pay the amount set out in such invoice, as if the Goods and/or Services described in the invoice were ordered directly by the Customer. The Customer shall indemnity Gavins for all costs, expenses, liability, loss and damage incurred (on a solicitor client basis) where the Customer wilfully or negligently requests that Gavins issue an invoice to a third party, and the Customer does not have a relationship with the third party that justifies the issue of such invoice.

7.6 If the Customer does not have a valid credit account with Gavins, the Customer shall pay the Price at the time that the Customer places the Order with Gavins.

7.7 Payment of the Price shall be made in clear funds, free of any set-off or deduction. Gavins may allocate the payment to amounts owing in its sole discretion.

8 FAILURE TO COMPLY 8.1 If the Customer fails to pay the Price pursuant to clause 7, or is otherwise in breach of these Terms,

Gavins may, in its sole discretion, without prejudice to and in addition to any other rights and remedies, do any one or more of the following: (a) suspend the delivery of any Goods and/or the performance of any Services, cancel any Order,

and/or terminate (in whole or in part) the supply of the Goods and/or Services, by providing notice to the Customer;

(b) suspend or cancel the Customer’s credit account; (c) charge interest at a rate of 1.5% per month on all amounts due but unpaid, calculated on a

daily basis from the due date until Gavins receives payment in full; (d) enforce the security interest described in clauses 9.4; and (e) take legal action to recover the amounts owing, appoint a collections agent, receiver or other

third party to collect the amounts owing, and all costs and expenses associated with such (including legal costs as between solicitor and client), shall be paid by the Customer in addition to the amount owing.

9 TITLE, RISK, OWNERSHIP AND SECURITY 9.1 Risk in the Goods shall pass to the Customer on Delivery, with no recourse to Gavins. For the

avoidance of doubt, the Customer is responsible for adequately insuring the Goods from Delivery. 9.2 Title to the Goods shall not pass to the Customer until they have been paid for in full. 9.3 Until the Customer has fully paid for the Goods in full, the Customer agrees that:

(a) the Customer holds the Goods solely as bailee for Gavins and the Customer will store the Goods separately and in such a way that it is clear that they are the property of Gavins; and

(b) Gavins and its agents shall have the right to enter the premises where the Goods are being stored at any reasonable time to inspect the Goods and ensure compliance with these Terms; and

(c) if the Goods are stored at the premises of a third party, the Customer will obtain the consent of that third party to Gavins’ entry onto the premises for this purpose. The Customer shall pay all costs incurred by Gavins in respect of obtaining such entry right, including all legal costs (as between solicitor and client).

9.4 The Customer grants to Gavins: (a) a security interest over all of the Goods supplied to the Customer by Gavins, and all of the

proceeds of sale in respect of those Goods; and (b) a security interest over all of the Customer’s present and after acquired property, and all of the

proceeds of sale of such personal property, to secure payment of all amounts payable by the Customer to Gavins, and the performance of the Customer’s obligations, pursuant to these Terms.

9.5 The Customer waives any right to: (a) receive a copy of the verification statement, pursuant to s 148 of the New Zealand Personal

Property Securities Act 1999; and (b) reinstate these Terms, pursuant to s 133 of the New Zealand Personal Property Securities Act

1999. 10.6 If required by Gavins, the Customer agrees to cooperate in good faith with Gavins to execute all

documentation required to register any security interest in favour of Gavins on the Personal Property Securities Register and protect Gavins’ interest in the Goods supplied;

10.7 If Goods that Gavins has a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled goods, Gavins’ security interest will continue in the whole in which they are included.

10.8 The Customer gives irrevocable authority to Gavins’ and its agents to enter any premises occupied by the Customer or on which Goods or other property owned by Gavins are likely to be situated at any reasonable time after default by the Customer, or before default if Gavins believes a default is likely or the Goods or other property is at risk, and to remove and repossess any Goods and any other property to which the Goods are attached or are incorporated. Gavins shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded.

10 COMPLIANCE 10.1 The Customer will comply with:

(a) any and all applicable laws; (b) without limiting clause 10.1 (a), all of its obligations under the Health and Safety at Work Act

2015 (HSWA); and (c) comply with Gavins’ reasonable instructions and policies issued from time to time, including

without limitation requirements in respect of the receipt of Goods and/or Services from Gavins.

10.2 The parties acknowledge their respective duties and responsibilities under HSWA, and agree to comply with them.

10.3 The Parties will work with cooperatively with each other in respect of any aspects where the parties have overlapping duties or obligations. The parties agree that they will consult with each other

Terms of Trade

March 2019

regularly to identify hazards and risk of harm at each Workplace (as defined in HWSA), and where hazards or risk of harm has been identified, to each incorporate these into their respective health and safety procedures and protocols to minimise the risk of harm or hazard as appropriate.

10.4 The Customer shall: (a) ensure the Delivery Point (if applicable) and Site comply with all applicable laws, particularly

those relevant to the health and safety of Gavins and its employees and subcontractors who perform Services or Delivery;

(b) in respect of the Site, identify any power lines, underground power cables, underground services and any other feature which may present a risk to Gavins employees or subcontractors when undertaking the Services;

(c) ensure the Site is in a state ready for the Services to be undertaken; (d) obtain (at its cost) any necessary permits, licences, consents and approvals required for the

Services to be undertaken, and/or Goods to be delivered (if applicable), in accordance with all applicable laws;

(e) provide safe and secure storage at the Site for materials and equipment used by Gavins in providing the Services; and

(f) ensure that all other tradespeople (other than Gavins’ employees or subcontractors) carrying out services at the Site comply with all applicable laws, and cooperate reasonably with Gavins’ employees and subcontractors.

11 WARRANTIES 11.1 Farming and cropping are inherently risky endeavours, and are subject to significant factors outside

of Gavins control that can significantly adversely affect the benefit of purchasing the Goods and/or Services. As a result, Gavins do not give any warranty, representation, guarantee or condition of sale, that any specific results, outcomes or performance can be achieved or expected from the Goods and/or Services.

11.2 Gavins warrant that the Services will be performed in accordance with the lesser of Gavins’ standard operating procedures or industry standard practice.

11.3 To the extent permitted by applicable law, if the Customer is acquiring the Goods and/or Services in trade or for business purposes the parties agree that: (a) except as expressly set out in these Terms, the Goods and/or Services are provided by Gavins

“as is”, without any guarantee, warranty, condition or representations (whether express, implied by law, statute, trade custom or otherwise) including without limitation in relation to quality of any Goods and/or Services, merchantability, suitability for purpose, ownership, or otherwise, whether pursuant to the Contracts and Commercial Law Act 2017, Building Act 2004, Fair Trading Act 1993, applicable law or regulations, or otherwise;

(b) the Customer acknowledges that in purchasing the Goods and/or Services, it is relying on its own expertise, skill and judgement and that it is not relying on the expertise, skill and judgement of Gavins; and

(c) the implied terms, guarantees, covenants, and conditions in the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1993 do not apply, and are excluded.

11.4 With respect to Goods that are manufactured by a third party and resold by Gavins to the Customer: (a) Gavins will use its reasonable endeavours to pass on the benefit of any associated

manufacturer warranty to the Customer, if applicable. For the avoidance of doubt, Gavins does not to the extent permitted by law, give any warranties in addition to those provided by the original manufacturer (if any); and

(b) Gavins will provide reasonable assistance where the Customer wishes to make a claim against a manufacturer’s warranty.

11.5 In relation to Services, Gavins shall not be liable for any loss or damage incurred by the Customer or any third party as a result of: (a) Gavins carrying out, or attempting to carry out, the Customer’s, or any Customer’s employees,

contractors or agents, specific instructions or directions; or (b) the Customer failing to give Gavins specific instructions in respect of the Services that would

have, or would be reasonably likely to have, avoided or mitigated such loss or damage.

12 WARRANTY CLAIMS - SERVICES 12.1 Where Services supplied by Gavins are considered to be in breach of the warranty in clause 11.2 or

are subject to any other claim by the Customer, the Customer shall, where practicable, notify Gavins in writing of the detail of such breach, including providing proof of purchase, photos and any relevant information regarding the breach (Warranty Claim Notice).

12.2 On Gavins’ receipt of the Warranty Claim Notice, Gavins may investigate and shall determine, in its sole discretion, whether the warranty in clause 11.2 or any other rights have been breached. In the event of breach, Gavins shall either, as determined by Gavins in its sole discretion, repair, replace, re-perform, credit or refund the purchase price actually paid by the Customer for the breaching Services, and such shall be the Customers exclusive remedy in respect of the breach.

13 INDEMNIFICATION AND LIMITATION OF LIABILITY 13.1 The Customer agrees to indemnify Gavins against all liabilities, costs (including full costs between

solicitor and client), losses, claims, expenses and demands incurred by Gavins or any third party arising out of or incidental to: (a) the supply of the Goods and/or Services, (b) Gavins carrying out or attempting to carry out, the Customer’s, or any Customer’s employees,

contractors or agents, specific instructions or directions; (c) the Customer’s non-compliance with these Terms, and (d) any third party claims arising out of or incidental to the supply of and/or use of the Goods

and/or Services, except where such liabilities, costs, claims and demands are the direct result of the gross negligence of Gavins.

13.2 Except as otherwise provided in these Terms, Gavins will be under no liability whatsoever to the Customer for any indirect loss, consequential loss, fines, loss of profit, loss of bargain, loss of business opportunity or exemplary damages suffered by the Customer or any other person, arising out of or flowing from these Terms or the supply or performance of Goods and/or Services, whether contemplated by these Terms, the Order, or not, and whether actionable in contract, tort (including negligence), equity or otherwise. In addition to the above, Gavins shall not be liable to the Customer or any third party to the extent that any loss or damage was caused or contributed to by the Customer’s negligence, or that of the Customer’s employees, representatives, agents or third parties.

13.3 In the event that, Gavins is found liable for any loss or damages, including the loss or damages set out in 13.2 above, such liability will be limited to the Price paid or to be paid by the Customer for the Goods and/or Services to which the liability relates, and is inclusive of all claims made against Gavins arising from the same event or series of related or connected events.

14 INTELLECTUAL PROPERTY 14.1 The Customer agrees and acknowledges that Gavins is the owner or licensee of all intellectual

property rights related to the Goods manufactured by Gavins and Services supplied by Gavins. The Customer shall not, except to the extent agreed by Gavins in writing, as expressly provided for under these Terms or on the receipt of Gavins’ prior written permission: (e) use, distribute, duplicate, modify or otherwise alter the intellectual property of Gavins or a

third party in respect of the Goods; (f) tamper with or remove any markings, trade marks, patent numbers, registration numbers or

other indication of the source of origin of any Goods or descriptions required by law which are placed by Gavins, or Gavins’ suppliers or licensors, on the Goods;

(g) claim any rights, title or interests in or to the intellectual property in the Goods;

(h) damage or otherwise endanger Gavins’, or any of Gavins’ suppliers or licensors’, intellectual property rights in the Goods; or

(i) use the intellectual property and/or the Goods other than as is intended. 15 RESALE 15.1 A Customer shall not resell any Goods, unless they have been designated as a reseller by Gavins in

writing. Designation as a reseller is on a non-exclusive basis, and may be subject to additional terms and conditions notified by Gavins to the Customer from time to time. Gavins may revoke such designation by providing notice in writing to the Customer.

16 CONFIDENTIALITY 16.1 All intellectual property and other information belonging to a Gavins which by designation or by its

nature is intended to be treated as confidential will be confidential information for the purposes of these Terms. Except as otherwise specified in these Terms, or as otherwise required under law, the Customer will without prior written consent of Gavins disclose any confidential information to any third party. To avoid doubt, confidential information includes but is not limited to the Prices, profit margins, and the identity of Gavins’ suppliers. The confidentiality obligations under this provision survive the termination of these Terms.

17 PERSONAL INFORMATION 17.1 The Customer agrees that Gavins may collect, use and disclose the Customer’s and the Customer’s

officers and employees’ personal information for purposes related to the Customer’s dealings with Gavins including but not limited to the supply of the Goods and/or Services, direct marketing, provision of information about the Goods and/or Services, the recall of Goods, warranty claims, debt collection and credit reporting or assessment. If the Customer is an individual, the Customer has rights under the Privacy Act 1993 (or its successor legislation) to access any personal information that Gavins holds and to request the correction of such personal information.

18 DISPUTE RESOLUTION 18.1 The parties shall endeavour to resolve any disputes in relation to these Terms and/or the supply of

Goods between them cooperatively in the first instance, prior to seeking a resolution through the Courts. However, nothing in this clause prevents either party from seeking an interlocutory or injunctive relief.

19 TERMINATION 19.1 If the Customer fails to pay any monies when due, becomes insolvent, bankrupt, enters into

liquidation, receivership, voluntary administration, is wound up or struck off, or reasonably appears to be unable to pay their debts as they fall due, or otherwise breaches these Terms, Gavins may (without prejudice to any other rights or remedies available to it) within ten working days of notifying the Customer to remedy the breach, and the Customer failing to remedy the breach, suspend delivery of any or all of the Goods and/or Services, refuse to fill any Orders, suspend or cancel the Customer’s credit account, or terminate these Terms by providing notice in writing to the Customer.

19.2 On termination of these Terms: (a) any credit account the Customer holds with Gavins shall be closed, and Gavins shall issue a final

invoice; (b) the Customer shall immediately pay the amount set out in the final invoice, and all other

amounts that have been invoiced but remain unpaid; (c) the Customer shall immediately return all of Gavins, or Gavins’ licensors, property that is in the

Customer’s possession or control, including without limitation any Goods, equipment, tools or materials; and

(d) immediately cease use of Gavins’ Confidential Information and Intellectual Property. 20 MISCELLANEOUS 20.1 Previous terms: By signing the Customer Application Form, or otherwise agreeing to be bound by

these terms and conditions, the parties agree that any previous terms and conditions entered into between the parties in respect of the supply of Goods and/or Services shall be terminated and replaced with these Terms.

20.2 Governing Law: These Terms shall be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

20.3 Communications: The Customer agrees that Gavins may provide all general communications, including the provision of invoices and statements, to the Customer’s nominated email address, and a physical copy is not required to be posted. In addition the Customer consents to Gavins providing electronic marketing messages to the Customer, unless the Customer opts out by notifying Gavins in writing or unsubscribing.

20.4 Notices: Notices will be sufficiently given if posted or successfully transmitted by email to the intended recipient at their last known address, which in the case of Gavins is accounts@Gavins.co.nz. The Customer will notify Gavins in writing of any changes to the Customer’s contact details.

20.5 Variation: Gavins may vary these Terms at any time, by providing notice in writing to the Customer, or posting the varied terms on its Website. The Customer’s continued ordering of Goods and/or Services will be deemed the Customer’s acceptance of the varied terms. If the Customer does not accept the varied terms, the Customer may immediately terminate these Terms by providing notice in writing to Gavins and the version of the terms and conditions immediately previous to the varied terms shall continue to apply to Goods and/or Services ordered prior to termination by the Customer.

20.6 Assignment: The Customer shall not assign or otherwise transfer or encumber its rights or obligations under these Terms except with the prior written consent of Gavins. Gavins can at any time assign or otherwise transfer, encumber or subcontract any of its rights and obligations under these Terms to a third party.

20.7 Force majeure: Gavins shall not be liable for delay or failure in the performance of any of its obligations imposed by these Terms, if the delay or failure arises from an event or circumstance beyond Gavin’s reasonable control including, but without limitation, weather (including, without limitation, rain (or lack thereof), wind or fog), fire, flood, tsunami, storm, tempest, earthquake or other act of God, nature, contamination, war or government, any civil disturbance, or any labour disruption, or any other cause reasonably beyond Gavin’s control.

20.8 Waiver: A party will not have waived or be deemed to have waived any provision of these Terms unless the waiver is in writing and signed by that party.

20.9 Survivorship: Termination of these Terms for any reason will not affect such rights and obligations of the parties as are intended to survive the termination.

20.10 No relationship: These Terms does not create any relationship of partnership, employment, agency or joint venture between the parties.

20.11 Severability: Should any part or provision of these Terms be held unenforceable or in conflict with any applicable laws or regulations, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to such extent as possible, the original business purpose of the part or provision in a valid and enforceable manner, and the remainder of the Terms will be binding on the parties.

20.12 Privity: For the purposes of Subpart 2 of Part 2 of the Contracts and Commercial Law Act 2017, a third party may enforce any benefit expressed in this Agreement as being for the benefit of that third party. For the avoidance of doubt, the parties agree that the benefits expressed to be for the benefit of Gavins in these Terms, including without limitation as set out in clauses 8, 9, 11.3, 11.5, 13 and 16, shall be for the benefit of, and enforceable by, each and every member of the Gavins Group.

20.13 Entire Agreement: These Terms constitutes the sole understanding of the parties and supersedes all prior understandings, written or oral, which will be of no further force or effect.

20.14 Counterparts: These Terms may be executed in counterparts (which may be electronic or facsimile copies) and all of which, when taken together constitute the one document.