TERMS OF TRADE
Please read below for the Computastyle Signs Terms of Trade.
1.1 “Computastyle Signs” shall mean Computastyle deSigns Limited its successors and assigns or any person acting on behalf of and with the authority of Computastyle deSigns Limited.
1.2 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by Computastyle Signs to the Client.
1.3 “Guarantor” shall mean that person (or persons) who agrees to be liable for the debts of the Client on a principal debtor basis.
1.4 “Equipment” shall mean all Equipment including any accessories supplied on hire by Computastyle Signs to the Client (and where the context so permits shall include any supply of services). The Equipment shall be as described on the invoices, quotation, authority to hire, or any other work authorisation form provided by Computastyle Signs to the Client.
1.5 “Goods” shall mean all Goods supplied by Computastyle Signs to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and includes Goods described on any invoices, quotation, work authorisation or any other forms as provided by Computastyle Signs to the Client.
1.6 “Services” shall mean all services supplied by Computastyle Signs to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.7 “Price” shall mean the price payable for the Goods as agreed between Computastyle Signs and the Client in accordance with clause 3 of this contract.
2.1 Any instructions received by Computastyle Signs from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by Computastyle Signs shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of Computastyle Signs.
2.4 The Client shall give Computastyle Signs not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by Computastyle Signs as a result of the Client’s failure to comply with this clause.
2.5 Goods are supplied by Computastyle Signs only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
3. Price And Payment
3.1 At Computastyle Signs’ sole discretion the Price shall be either:
(a) as indicated on invoices provided by Computastyle Signs to the Client in respect of Goods supplied; or
(b) Computastyle Signs’ quoted Price (subject to clause 3.2) which shall be binding upon Computastyle Signs provided that the Client shall accept Computastyle Signs’ quotation in writing within thirty (30) days.
3.2 Computastyle Signs reserves the right to change the Price in the event of a variation to Computastyle Signs’ quotation.
3.3 At Computastyle Signs’ sole discretion a non-refundable deposit may be required.
3.4 At the Computastyle Signs’ sole discretion payment shall be due on completion of the Services.
3.5 At Computastyle Signs’ sole discretion payment for approved Clients shall be due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices.
3.6 Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and Computastyle Signs.
3.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4. Delivery Of Goods
4.1 At Computastyle Signs’ sole discretion delivery of the Goods shall take place when the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are delivered by Computastyle Signs or Computastyle Signs’ nominated carrier).
4.2 At Computastyle Signs’ sole discretion the costs of delivery are:
(a) included in the Price; or
(b) in addition to the Price.
4.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then Computastyle Signs shall be entitled to charge a reasonable fee for redelivery.
4.4 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
4.5 The failure of Computastyle Signs to deliver shall not entitle either party to treat this contract as repudiated.
4.6 Computastyle Signs shall not be liable for any loss or damage whatsoever due to failure by Computastyle Signs to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of Computastyle Signs.
5.1 If Computastyle Signs retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Computastyle Signs is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Computastyle Signs is sufficient evidence of Computastyle Signs’ rights to receive the insurance proceeds without the need for any person dealing with Computastyle Signs to make further enquiries.
5.3 The Client acknowledges that Goods supplied may exhibit variations in shade, colour, surface and finish, from the “on-screen” colour of the Goods to the finished result. Computastyle Signs will make every effort to match the colours on screen to the final result in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.
6.1 Computastyle Signs and Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Computastyle Signs all amounts owing for the particular Goods; and
(b) the Client has met all other obligations due by the Client to Computastyle Signs in respect of all contracts between Computastyle Signs and the Client.
6.2 Receipt by Computastyle Signs of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Computastyle Signs’ ownership or rights in respect of the Goods shall continue.
6.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until Computastyle Signs shall have received payment and all other obligations of the Client are met; and
(b) until such time as ownership of the Goods shall pass from Computastyle Signs to the Client Computastyle Signs may give notice in writing to the Client to return the Goods or any of them to Computastyle Signs. Upon such notice being given the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and
(c) the Client is only a bailee of the Goods and until such time as Computastyle Signs has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Client owes to Computastyle Signs for the Goods, on trust for Computastyle Signs; and
(d) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that Computastyle Signs will be the owner of the end products; and
(e) if the Client fails to return the Goods to Computastyle Signs then Computastyle Signs or Computastyle Signs’ agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Goods are situated and take possession of the Goods, and Computastyle Signs will not be liable for any reasonable loss or damage suffered as a result of any action by Computastyle Signs under this clause.
7. Personal Property Securities Act 1999 (“PPSA”)
7.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods previously supplied by Computastyle Signs to the Client (if any) and all Goods that will be supplied in the future by Computastyle Signs to the Client.
7.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Computastyle Signs may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, Computastyle Signs 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;
(c) not register a financing change statement or a change demand without the prior written consent of Computastyle Signs; and
(d) immediately advise Computastyle Signs 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.
7.3 Computastyle Signs and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
7.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
7.5 Unless otherwise agreed to in writing by Computastyle Signs, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
7.6 The Client shall unconditionally ratify any actions taken by Computastyle Signs under clauses 7.1 to 7.5.
8. Security And Charge
8.1 Despite anything to the contrary contained herein or any other rights which Computastyle Signs may have howsoever:
(a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Computastyle Signs or Computastyle Signs’ nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that Computastyle Signs (or Computastyle Signs’ nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should Computastyle Signs elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify Computastyle Signs from and against all Computastyle Signs’ costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Computastyle Signs or Computastyle Signs’ nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 8.1.
9. Client’s Disclaimer
9.1 The Client hereby disclaims any right to rescind, or cancel any contract with Computastyle Signs or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Computastyle Signs and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
10.1 The Client shall inspect the Goods on delivery and shall within three (3) business days of delivery (time being of the essence) notify Computastyle Signs of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Computastyle Signs an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Computastyle Signs has agreed in writing that the Client is entitled to reject, Computastyle Signs’ liability is limited to either (at Computastyle Signs’ discretion) replacing the Goods or repairing the Goods.
11.1 Returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 10.1; and
(b) Computastyle Signs has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Client’s cost within three (3) business days of the delivery date; and
(d) Computastyle Signs will not be liable for Goods which have not been stored or used in a proper manner; and
(e) 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.
11.2 Computastyle Signs may (in its discretion) accept the return of Goods for credit but this may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods plus any freight.
11.3 Non-stocklist items or Goods made to the Client’s specifications are under no circumstances acceptable for credit or return.
12.1 The conditions applicable to the guarantee given, for the workmanship performed by Computastyle Signs, are contained on the website of the New Zealand Sign and Display Association (NZSDA)
12.2 For Goods not manufactured by Computastyle Signs, the warranty shall be the current warranty provided by the manufacturer of the Goods. Computastyle Signs 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.
13. Consumer Guarantees Act 1993
13.1 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Computastyle Signs to the Client.
14. Intellectual Property
14.1 Where Computastyle Signs has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in Computastyle Signs, and shall only be used by the Client at Computastyle Signs’ discretion.
14.2 The Client warrants that all designs, logos or instructions to Computastyle Signs will not cause Computastyle Signs to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Computastyle Signs against any action taken by a third party against Computastyle Signs in respect of any such infringement.
14.3 The Client agrees that Computastyle Signs may use any documents, designs, drawings or Goods created by Computastyle Signs for the purposes of advertising, marketing, or entry into any competition.
15. Default & Consequences Of Default
15.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Computastyle Signs’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
15.2 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by Computastyle Signs.
15.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify Computastyle Signs from and against all costs and disbursements incurred by Computastyle Signs in pursuing the debt including legal costs on a solicitor and own client basis and Computastyle Signs’ collection agency costs.
15.4 Without prejudice to any other remedies Computastyle Signs may have, if at any time the Client is in breach of any obligation (including those relating to payment) Computastyle Signs may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. Computastyle Signs will not be liable to the Client for any loss or damage the Client suffers because Computastyle Signs has exercised its rights under this clause.
15.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
15.6 Without prejudice to Computastyle Signs’ other remedies at law Computastyle Signs shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Computastyle Signs shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to Computastyle Signs becomes overdue, or in Computastyle Signs’ opinion the Client will be unable to meet its payments as they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
16.1 Computastyle Signs 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 Client. On giving such notice Computastyle Signs shall repay to the Client any sums paid in respect of the Price. Computastyle Signs shall not be liable for any loss or damage whatsoever arising from such cancellation.
16.2 In the event that the Client cancels delivery of the Goods the Client shall be liable for any loss incurred by Computastyle Signs (including, but not limited to, any loss of profits) up to the time of cancellation.
16.3 Cancellation of orders for Goods made to the Client’s specifications or non-stocklist items will definitely not be accepted, once production has commenced.
17. Privacy Act 1993
17.1 The Client and the Guarantor/s (if separate to the Client) authorises Computastyle Signs to:
(a) collect, retain and use any information about the Client and/or Guarantors, for the purpose of assessing the Client’s and/or Guarantors creditworthiness or marketing products and services to the Client and/or Guarantors; and
(b) disclose information about the Client and/or Guarantors, whether collected by Computastyle Signs from the Client and/or Guarantors directly or obtained by Computastyle Signs 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 Client and/or Guarantors.
17.2 Where the Client and/or Guarantors are an individual the authorities under clause 17.1 are authorities or consents for the purposes of the Privacy Act 1993.
17.3 The Client and/or Guarantors shall have the right to request Computastyle Signs for a copy of the information about the Client and/or Guarantors retained by Computastyle Signs and the right to request Computastyle Signs to correct any incorrect information about the Client and/or Guarantors held by Computastyle Signs.
18. Equipment Hire
18.1 The Equipment shall at all times remain the property of Computastyle Signs and is returnable on demand by Computastyle Signs. In the event that the Equipment is not returned to Computastyle Signs in the condition in which it was delivered Computastyle Signs retains the right to charge the Price of repair or replacement of the Equipment.
18.2 The Client shall;
(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to lien over the Equipment.
(b) not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment.
(c) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by Computastyle Signs to the Client.
18.3 The Client accepts full responsibility for the safekeeping of the Equipment and the Client agrees to insure, or self insure, Computastyle Signs’ interest in the Equipment and agrees to indemnify Computastyle Signs against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the Equipment. Further the Client will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
19. Unpaid Computastyle Signs’ Rights
19.1 Where the Client has left any item with Computastyle Signs for repair, modification, exchange or for Computastyle Signs to perform any other Service in relation to the item and Computastyle Signs has not received or been tendered the whole of the Price, or the payment has been dishonoured, Computastyle Signs shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while Computastyle Signs is in possession of the item;
(c) a right to sell the item.
19.2 The lien of Computastyle Signs shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.
20.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
20.2 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 courts of New Zealand.
20.3 Computastyle Signs shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Computastyle Signs of these terms and conditions.
20.4 In the event of any breach of this contract by Computastyle Signs the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
20.5 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Computastyle Signs nor to withhold payment of any invoice because part of that invoice is in dispute.
20.6 Computastyle Signs may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
20.7 Computastyle Signs reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Computastyle Signs notifies the Client of such change.
20.8 The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the Contractual Remedies Act 1979.
20.9 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.
20.10 The failure by Computastyle Signs to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Computastyle Signs’ right to subsequently enforce that provision.