PEAK DESIGN NEW ZEALAND LIMITED TERMS OF TRADE
1.1 These Terms and Conditions of Sale apply to all Goods and Services provided by Peak Design New Zealand Limited to the purchaser of those goods ("the Buyer").
2.1 Quotations are only for work according to original specifications. If through the Buyer's error, or omission, work has to be redone or alterations or additions to specifications are required, then Peak Design New Zealand Limited may make an additional charge. In the event that an order is cancelled or suspended by the Buyer, then Peak Design New Zealand Limited may immediately require the Buyer to pay for work done to the date of cancellation or suspension.
2.2 A quotation, unless previously withdrawn, is valid only for 30 days from the date it is given. Following this a new quotation will be required for any goods or services ordered.
2.3 Should Peak Design New Zealand Limited be required to match any shade or colour, a tolerance will be allowed to such extent as shall reasonably achieve a match.
2.4 Where expedited delivery is requested by the Buyer, then an extra charge may be added to the quoted price.
2.5 It is the Buyers responsibility to thoroughly check concepts and proofs for any errors, spelling mistakes, colours and dimensions are correct.
3.1 The prices of goods or services supplied are as shown on Peak Design New Zealand Limited' quotation, acceptance order, invoice, or other document. Peak Design New Zealand Limited reserves the right to charge for delivery, in addition to the amount shown in the quotation, acceptance of order, or other document. In addition installation, vinyl and paint removal charges, which may in the first instance be an estimate based on information supplied at the time of quotation, may be adjusted to reflect the full cost incurred once these aspects have been completed.
3.2 Because of the need to have a sign dimensionally balanced Peak Design New Zealand Limited reserves the right to make minor alterations to the size of the sign.
3.3 Experimental work, preliminary concepts and designs and origination costs produced at the Buyer's request will constitute an order, which will be charged for, even if the job does not proceed further. Concepts and designs submitted on a speculative basis shall remain the property of Peak Design New Zealand Limited, and no use of them shall be made, nor shall any idea obtained from them be used by the Buyer. Upon the Buyer making appropriate payment to Peak Design New Zealand Limited, then these items shall pass to the Buyer.
4. Payment Terms
4.7 day payment is required on completion, unless a trading account has been approved by Peak Design New Zealand Limited, in which case this would be payable by the payable by the 20th day of the month following the date of the invoice. If the account is not paid within 30 days after the due date, Peak Design New Zealand Limited's debt recovery will charge additional collection costs.
4.2 The Buyer agrees that the terms of trade are strictly settlement on or before the 20th of the month of delivery.
4.3 Progress payments may be required where work is completed over an extended period of time. After work has been in hand for one month or more, a progress payment of up to 75% of the value of the work completed may be requested. Further progress payments calculated on the same basis may be required to be paid on a monthly basis, until completion of the work.
4.4 Peak Design New Zealand Limited may allocate any payment received from the Buyer against any debt owed by the Buyer, in any manner that Peak Design New Zealand Limited may decide, notwithstanding any purported allegation by the Buyer.
5. Default & Consequences of Default
5.1 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 Peak Design New Zealand Limited's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
5.2 Without prejudice to any other remedies Peak Design New Zealand Limited may have, if at any time the Buyer is in breach of any obligation (including those relating to payment) Peak Design New Zealand Limited may suspend or terminate the supply of goods to the Buyer and any of its other obligations under the terms and conditions. Peak Design New Zealand Limited will not be liable to the Buyer for any loss or damage the Buyer suffers because Peak Design New Zealand Limited has exercised its rights under this clause.
6. Specifications, Delivery and Installation
6.1 Peak Design New Zealand Limited will use every reasonable endeavour to deliver every order within the time specified (if any) by the Buyer, but Peak Design New Zealand Limited will not be liable for any loss or damage sustained, as a consequence of inability to do so, or any delay.
6.2 On delivery of goods the Buyer must immediately inspect them to satisfy itself that they meet the order, and are in good condition. If at such time the Buyer is not satisfied, then it must immediately notify Peak Design New Zealand Limited in writing. Unless notification is made within 5 working days of delivery, then irrespective of the nature or extent of the alleged defect or deficiency, Peak Design New Zealand will not be liable in any way in respect of it.
6.3 Risk in goods will pass to the Buyer immediately upon delivery. Peak Design New Zealand will not be responsible for loss or damage to goods in transit.
6.4 When applying signage we rely that the surfaces that we are applying to have been properly prepared and installed. If after installation or during installation the signage is repositioned and paint comes away from the surface, we will not be held liable for any cost to reinstate the original surface or to replace the signage.
8.1 Peak Design New Zealand Limited and Buyer agree that ownership of goods supplied shall not pass until the Buyer has paid Peak Design New Zealand Limited all amounts owing for the particular goods.
8.2 Receipt by Peak Design New Zealand Limited 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 Peak Design New Zealand Limited ’ ownership or rights in respect of the goods shall continue.
8.3 Where any amount owed between the Buyer and Peak Design New Zealand Limited is overdue, then Peak Design New Zealand Limited may enter any premises at which if believes its goods are located, to seize those goods, and to dispose of them as Peak Design New Zealand Limited thinks fit, to apply such proceeds towards the amount then outstanding to Peak Design New Zealand Limited. The Buyer hereby irrevocably authorises Peak Design New Zealand Limited, and any of its agents or servants, to enter such premises, to locate, inspect, and/or seize such goods.
9. Warranty / Indemnity
9.1 Whilst all care and attention is undertaken by Peak Design New Zealand Limited to deliver and/or install goods of the highest quality, and to ensure that all components (including vinyl, inks, media, paints and other materials) are purchased from reputable manufacturers, Peak Design New Zealand Limited does not guarantee the manufacture of such items. Where any defect or alleged defect is beyond the ability of Peak Design New Zealand Limited to control quality, Peak Design New Zealand Limited has no liability. Any defects due to faulty workmanship must be notified within 7 days after delivery. Any such defects will, at the discretion of Peak Design New Zealand Limited, be repaired or replaced free of charge.
9.2 Other than as provided in Subclause
9.1 Hereof all warranties, representations or promises howsoever made, whether express, or implied by law are excluded and negated. In particular, where the Buyer acquires or holds itself out as acquiring, the goods for the purposes of a business the Consumer Guarantees Act 1993 will not apply.
9.3 Notwithstanding any other provision herein the total liability of Peak Design New Zealand Limited will at all times be limited to replacing goods or materials or workmanship which is defective to the value received by Peak Design New Zealand Limited under the relevant contract. No claim for consequential losses or damages of any kind will apply.
9.4 The Buyer will indemnify and hold harmless Peak Design New Zealand Limited against any losses, liabilities, costs or actions suffered or incurred as a consequence of any third party claiming that work undertaken by Peak Design New Zealand Limited is offensive or illegal, in breach of any intellectual property right, or other right which such third party may have.
10.1 If the Buyer is at any time in default of any of its obligations, covenants or agreements under these Terms and Conditions of Sale, then Peak Design New Zealand Limited may, by notice in writing to the Buyer, terminate any contract.
10.2 In such event the Buyer shall be liable to pay for the cost of any work (including preliminary work) undertaken at that time. Such cost shall be payable as a debt due immediately upon demand.
11.1 Applicable Law/Unenforceability
11.1.1 The law applying to any contract arising between Peak Design New Zealand Limited and the Buyer shall be the law of New Zealand.
11.1.2 In the event that any provision contained in these Terms and Conditions, or in any other collateral agreement or document between Peak Design New Zealand Limited and the Buyer is deemed illegal or unenforceable, then such provision shall be deemed to be excluded therefrom, but only to the extent required to remedy the illegality or unenforceability, and these terms and conditions, and such collateral document shall in all other respects apply in accordance with their stated terms.
11.2.1 Peak Design New Zealand Limited is entitled at any time to assign to any other party all or any part of a debt which is owing to Peak Design New Zealand Limited.
11.2.2 Peak Design New Zealand Limited may also assign or sub-contract any part of the work which is to be performed under any contract
11.2.3 In respect of such assignment (in either case) the assignee shall be entitled to the full rights of Peak Design New Zealand Limited previously applying.
11.3.1 Peak Design New Zealand Limited (or any such assignee) shall be entitled to set off against any monies which may be or may be alleged to be owing to the Buyer, the amount of any debt incurred or payable by the Buyer to Peak Design New Zealand Limited, or to such assignee.
11.4.1 All rights, powers and entitlements of Peak Design New Zealand Limited at law in respect of any contract shall remain in full force, notwithstanding any neglect, forbearance, delay, or waiver by Peak Design New Zealand Limited in enforcing them.
11.4.2 In the event that Peak Design New Zealand Limited waives or is deemed to have waived any condition, then unless such waiver is in writing and signed by a director of Peak Design New Zealand Limited, no such waiver shall be accepted. If accepted, such waiver shall apply only to the extent that it is specifically given, and shall not be deemed to affect any other dealing or matter between the Buyer and Peak Design New Zealand Limited.
11.5 Authority to Sign
11.5.1 The person signing any quotation on behalf of the Buyer acknowledges that they have authority to bind the Buyer.
11.5.2 In the event that, due to alleged deficiency in such authority, the Buyer is not liable then the person signing will be personally liable for payment of the debt arising.
11.6 Intellectual Property Rights
11.6.1 Unless it is specifically agreed in writing to the contrary Speedy Signs retains all intellectual property rights, including copyright, patents, registered designs, or protection of confidential information in respect of any works undertaken by Peak Design New Zealand Limited for the Buyer.
11.6.2 The Buyer will at all times keep Peak Design New Zealand Limited advised of any infringement or potential infringement by a third party of Peak Design New Zealand Limited’ intellectual property rights.
11.6.3 The Buyer will also immediately advise Peak Design New Zealand Limited of any alleged infringement by Peak Design New Zealand Limited of a third party’s intellectual property rights. The Buyer will indemnify and hold harmless Peak Design New Zealand Limited against any losses, costs, actions or liabilities suffered or incurred as a consequence of such infringement or alleged infringement.
11.7 Right of Variation
11.7.1 Peak Design New Zealand Limited reserves the right at any time to vary these Terms and Conditions of Sale, by notification to its customers.
11.8.1 In the event of any dispute arising between Peak Design New Zealand Limited and the Buyer, such dispute shall in the first instance be referred to mediation for resolution.
11.8.2 In the event that resolution by such manner is not achieved to the satisfaction of both parties within 30 days of referral to mediation, then either party may take legal action to resolve the dispute.
11.8.3 Nothing in this clause prevents Peak Design New Zealand Limited from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.