TERMS OF GUARANTEE AND INDEMNITY
Each Guarantor guarantees the due performance by the Customer of all the Customer’s obligations to Harrison Bloy, including, but
not limited to, the Customer’s obligations under Harrison Bloy’s terms of trade (Terms).
Each Guarantor is liable under this guarantee as a principal debtor and not merely as a surety.
No Guarantor is to be discharged, nor are any obligations of the Guarantor to be affected, by anything that, but for this clause, would or might have discharged a Guarantor or affected the Guarantors’ obligations, including, but not limited to:
- No waiver: any time, indulgence, waiver, or consent, whenever given to the Customer or any other person;
- Amendment: an amendment to the obligations guaranteed under this Guarantee, or to another security interest, guarantee, indemnity or other agreement (whether or not that amendment might increase the liability of a Guarantor under this Guarantee or otherwise);
- Demand: the making of, or failure to make, a demand on the Customer or another person for payment;
- Termination event: the dissolution, amalgamation, change in status, constitution or control, reconstruction or reorganisation, death, bankruptcy, or insolvency of any party or person (or the commencement of steps to effect the same);
- Severability: the illegality, invalidity, unenforceability of, or defect in, a provision of the obligations guaranteed under this Guarantee for any reason whatsoever, and whether or not such illegality, invalidity, unenforceability, or defect is known by Harrison Bloy; or
- failure to obtain, or the failure of a person to execute or otherwise be bound by;
- enforcement of, or failure to enforce; or
- release of a party from,
the obligations guaranteed under this guarantee or another security interest, guarantee, indemnity, or other agreement between Harrison Bloy and the Customer
Each Guarantor jointly and severally, unconditionally and irrevocably, guarantees the payment by the Customer of all monies due and owing by the Customer to Harrison Bloy, including, but not limited to, all monies due and owing by the Customer under the Terms.
Each Guarantor unconditionally and irrevocably undertakes that if, for any reason, the Customer does not pay any amount owing to Harrison Bloy when due, the Guarantor will pay that amount to Harrison Bloy immediately on demand. Each Guarantor acknowledges that a demand for payment may be made against a Guarantor without any such demand being made on the Customer.
Notwithstanding anything contained in this Guarantee or any document between the Customer and Harrison Bloy, if any obligation of the Customer is not enforceable against a Guarantor or the Customer for any reason, then each Guarantor indemnifies Harrison Bloy in respect of any loss incurred by Harrison Bloy directly or indirectly as a result of the Customer’s failure to perform any obligation owed to Harrison Bloy, including, but not limited to, under the Terms.
Each Guarantor’s obligations under this Guarantee are:
- Continuing security: by way of continuing security, notwithstanding intermediate payments, settlement of accounts or payments or any other matter or thing whatsoever;
- No merger: in addition to, are not merged in, and are without prejudice to, any security interest, guarantee, indemnity, or other agreement, in favour of any person, whether from a Guarantor or otherwise; and
- Discharge: to remain in full force and effect until the execution by the Customer of an unconditional discharge of the
Guarantor’s obligations under this Guarantee.
TIME OF THE ESSENCE
Time will be of the essence in relation to any matter or thing required to be done by a Guarantor, including but not limited to, the payment of any money or the performance of any obligation under this Guarantee.
Each Guarantor will pay, on demand, all costs and expenses (including all taxes and legal expenses on a solicitor/client basis) sustained or incurred by Harrison Bloy as a result of the exercise of, or in protecting or enforcing or otherwise in connection with, its rights under this Guarantee.
This Guarantee is binding upon all parties and their respective successors, and in the case of Harrison Bloy, its assignees or transferees. No Guarantor may assign any rights or novate any obligations under this Guarantee without the prior written consent of Harrison Bloy, and only then in accordance with any terms and conditions Harrison Bloy may impose as a condition of its consent.
INDEPENDENT LEGAL ADVICE
Each Guarantor has either obtained independent legal advice or waived the right to obtain independent legal advice before executing this Guarantee.
GOVERNING LAW AND JURISDICTION
This Guarantee is governed by the laws of New Zealand. The courts of New Zealand will have non-exclusive jurisdiction to resolve es in connection with this Guarantee.