Terms & Conditions

Terms and Conditions of Business

1. Definitions

1.1

In these conditions, unless the context otherwise requires:

1.1.1

“Agreement” means the terms and conditions contained in this document including any Schedules and do not include any other terms discussed between the Company and the Customer unless those terms and conditions have been recorded in writing and included as a variation in the Schedule.

1.1.2 “Customer” or “you” means the person signing this agreement on the signing page. For avoidance of doubt references to a Customer include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity.

1.1.3

“the Company” means “Creative Sign Co Limited” includes references to “we”, “us”, “our”. or “Creative” and any includes employees, contractors and agents.

1.1.4

“Deliverables” means the Services described in the Schedule A which contain the descriptions, specifications, standards and other properties or qualities of the Deliverables to be supplied by the Company to the Customer in accordance with this Agreement.

1.1.5

“Fees” means the Costs set out in the Schedule A payments together with any disbursements payable in accordance with this Agreement.

1.1.6

“GST” means Goods and Services Tax arising pursuant to the Goods and Services Tax Act 1985 and “GST Act” means the Goods and Services Tax Act 1985.

1.1.7

“Proceedings” means any application to any court or tribunal or any referral or submission to mediation, adjudication or arbitration or any other dispute resolution procedure.

1.1.8 “Quotation” means the Company’s written Quotation of costs for the Work that the Company have agreed to do for you set out in Schedule A.

1.1.9 “Work” means the Company’s performance of services for you (including any products that the Company use to provide those services) as described in the Company’s Quotation attached to this Agreement and any other Work that the Company do for you at your request or that is requested in accordance with clause

1.1.10

“Working Day” means any day of the week other than:

1.1.10.1

Saturday, Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the Sovereign’s Birthday, and Labour Day;

1.1.10.2

if Waitangi Day or Anzac Day falls on a Saturday or Sunday, the following Monday;

1.1.10.3

a day in the period commencing on the Friday before Christmas Day and 2 weeks after Christmas Day; and

1.1.10.4

the day observed as the anniversary of any province in which the property is situated.

1.1.11

A Working Day shall be deemed to commence at 9.00 am and to terminate at 5.00 pm.

2.

Construction of Agreement

2.1 The term “includes” or “including” (or any similar expression) is deemed to be followed by the words “without limitation”.

2.2 Words importing the singular include the plural and vice versa.

2.3 Headings are for convenience only and do not form part of, or affect the interpretation of, this Agreement.

2.4 References to any party includes that party’s executors, administrators, successors and permitted assigns.

2.5 References to any statutory provision are to statutory provisions in force in New Zealand and include any statutory provision which amends or replaces it, and any by-law, regulation, order, statutory instrument, determination, approved code of practice or subordinate legislation made under it.

2.6 References to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity.

3. Scope of Work

3.1 All Services provided by the Company shall be agreed upon in writing, outlining the specific scope of work, including design specifications, materials, and costs.

3.2 Any modifications to the original scope of work must be requested in writing and may result in adjustments to the final cost and delivery timeline at the discretion of the Company.

4. Client Obligations

4.1 Use of Copyrighted Material: The Client is responsible for ensuring that any design supplied either be free of copyright or the necessary consent has been obtained prior to installation.

4.2 Consent Notices: It is the Client’s responsibility to obtain the necessary consents including Code Compliance Certifications required to enable the Company to carry out its services. The cost of obtaining such consents lies solely with the Client.

4.3 Site Preparation Works: The Client is to ensure that the area surrounding the site is clear of any obstruction prior to the installation.

4.4 Vinyl to Vehicle Applications: Where the Scope of Work involves the wrap or decal of a vehicle, it is the Client’s responsibility, prior to the installation, to ensure the vehicle is clean and free from damage

5. Quotations and Pricing

5.1 Unless otherwise agreed in writing, quoted prices are in New Zealand dollars (NZD) exclusive of GST and are valid for 30 days from that date of the Quotation unless withdrawn by us prior to acceptance.

5.2 The Company will not commence the Work until you have accepted the Company’s Quotation and the Company’s terms of trade by signing this Agreement.

5.3 The price for the Work will be as set out in the Company’s invoice and may differ from the Company’s Quotation to take account of:

5.3.1 any variation in the Work from the Company’s Quotation.

5.3.2 any variation required due to hidden or unidentifiable difficulties;

5.3.3 delays due to any third party occupying the property where the Work is to be done.

5.3.4 other factors beyond the Company’s control, including any structural defects that could not be seen before the commencement of work.

5.4 Any price changes will be communicated to the Client prior to the commencement of work.

6. Payment Terms

6.1 Unless otherwise agreed in writing the due date for payment is the date of the Company invoice for the Work, which in most circumstances will be the date the Company completes the Work,

6.2 Should the Company agree to vary the Payment Terms, the varied terms will be set out in Schedule A.

6.3 If this Agreement is terminated in accordance with its terms prior to completion of the Work, you must immediately pay the Company the actual cost for the Work completed at the termination date.

6.4 You must pay GST and any other government duties, levies, and taxes in respect of the Work.

6.5 The Company may require you to pay a non-refundable deposit before the Company commence the Work.

6.6 Payment of all money owing for the Work must be made without set-off or deduction of any kind.

6.7 The Customers obligations under this Agreement continue until:

6.7.1 the Company have received payment (in cash or cleared funds) for all amounts owing to the Company for the Work; and

6.7.2 you have met all other obligations that you owe to the Company in relation to the Work.

6.8 When payment is made from the Customer to the Company in circumstances where the Customer is in default, the Company will apportion payments to any outstanding accounts of that Customer at their sole discretion.

6.9 If you do not make payment within 7 Working Days of the invoice, you are in default and the Company may require you to pay default interest at the rate 5% per annum above the current overdraft rate charged by the Company’s bank, which will accrue on a daily basis on the total amount outstanding from the due date to the date of payment in full (together with legal costs (on a solicitor to client basis) and collection fees that the Company may incur in recovering (or attempting to recover) from you any overdue amount).

6.10 If payment is outstanding for 7 Working Days from the due date, suspend performing the Work on credit until the date of payment in full, (together with any accrued interest, legal costs (on a solicitor to client basis) and collection fees that the Company may incur in recovering (or attempting to recover) from you any overdue amount).

7. Delivery and Installation

7.1 Delivery dates are estimates and not guaranteed.

7.2 The Company will not be liable for delays caused by events beyond its control, including but not limited to supplier delays, weather, or other unforeseen circumstances.

7.3 The Client is responsible for ensuring that the site is ready for installation. Any delays caused by the Client’s failure to prepare the site may result in additional charges.

8. Warranty and Liability

8.1 In addition to the manufacturer’s warranties, the Company warrants that the Goods provided will be free from defects in materials and workmanship for a period of 12 months from the date of completion.

8.2 This warranty does not cover damage caused by the following:

8.2.1 fair wear and tear;

8.2.2 misuse including the use of pressure washers, car washes, industrial cleaners and other chemicals;

8.2.3 vandalism;

8.2.4 environmental conditions; and

8.2.5 improper installation by parties other than the Company.

8.3 The Company’s liability is limited to the repair or replacement of the Goods. The Company is not liable for any consequential or indirect losses arising from the use of the Goods or Services.

9. Default

9.1 If you fail to pay any money owing on the due date; or

9.2 the Company believe that you:

9.2.1 are insolvent or bankrupt;

9.2.2 have a receiver, liquidator, administrator, bankruptcy trustee, statutory manager or similar officer appointed in respect of all or any of your property;

9.2.3 have made an assignment for the benefit of, or make any arrangement or composition with your creditor; or

9.2.4 have passed any resolution (or are the subject of proceedings commenced) for your amalgamation with any other entity, except as part of a genuine solvent restructuring; or

9.2.5 you are otherwise in breach of your obligations under this Agreement,

9.3 in addition to any remedies the Company may have at law, the Company may:

9.3.1 charge default interest in accordance with clause 8.8.

9.3.2 suspend doing the Work on credit in accordance with clause 8.9. and

9.3.3 immediately terminate this Agreement by notice in writing to you.

9.4 If the agreement is cancelled pursuant to clause 8.3.3, the fall amount of the quotation is due and payable on the date of cancellation.

10. Error and omissions

10.1 When the Company completes the Work, you will:

10.1.1 inspect the Work;

10.1.2 notify the Company within seven days of any alleged defect, errors, omissions or failure to comply with the Quotation; and

10.1.3 give the Company an opportunity to inspect the Work if you believe the Work is defective in any way.

11. Limitation of liability

11.1 The Company will not be liable for any defect or damage which may be caused or partly caused by or arise through:

11.1.1 failure on your part to follow instructions given to you by the Company;

11.1.2 fair wear and tear; and

11.1.3 any accident or act of god.

11.2 The Company will not be liable for any delay in either remedying any damage or workmanship or in properly assessing any claim.

11.3 Where the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 applies you have all rights under those Acts except that:

11.3.1 the Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations upon the Company. The Company exclude all such imposed warranties, conditions or obligations to the extent permitted by law.

11.3.2 the Consumer Guarantees Act 1993 does not apply where the Work is engaged for the purposes of a business or by those holding themselves out to be engaged in business activities.

11.4 The Company liability to you arising from any breach of this Agreement or for any other reason, is limited to the amount of the actual price charged by the Company for completing the Work. This limitation of liability includes loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from the Company carrying out the Work.

11.5 The Company will not be liable for delay or failure to perform the Work if the cause of delay or failure is beyond the Company’s control.

12. Ownership of Designs

12.1 All designs and concepts remain the intellectual property of the Company until full payment has been received.

12.2 The Client is granted a non-exclusive license to use the design solely for the purposes outlined in the scope of work.

12.3 It is the responsibility of the Client to ensure the design, names and marks developed by the Company are appropriately registered and protected.

13. Privacy of information

13.1 You authorise the Company to:

13.1.1 collect, retain and use information about you obtained from any person for the purpose of assessing your creditworthiness; and

13.1.2 disclose information about you:

13.1.2.1 to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to the Company;

13.1.2.2 to any persons as may be necessary or desirable to enable the Company to exercise any power or enforce or attempt to enforce any of the Company’s rights, remedies and powers under this Agreement.

13.2 Where you are an individual, the authorities granted under clause 13.1 constitutes authority for the purposes of the Privacy Act 1993 and you have the right of access to, and to ask for correction of, your personal information.

14. Termination

14.1 The Company or the Customer may at any time in their absolute discretion cancel this Agreement by giving the other party one months’ notice in writing. However, if the Customer cancels the Agreement under this clause, then the Customer is liable to pay any amount reasonably expended by the Company in preparation for or in partial completion of the Work.

15. Assignment

15.1 You must not subcontract or assign any of your rights, powers or obligations under this Agreement without the Company’s prior written consent.

16. Notices

16.1 Any notice required under this agreement may be served by or on behalf of the Company using any of the following methods: delivered by hand, delivered by post, delivered by courier, delivered by facsimile or delivered by email.

17. Compliance with Laws

17.1 The Company agrees to comply with all relevant New Zealand laws, regulations, and standards, including health and safety regulations.

17.2 The Client is responsible for ensuring that all necessary permits, consents, or approvals required for the installation of signs have been obtained.

18. Disputes

18.1 Any claim or dispute arising under this Agreement or in connection with this contract, or in relation to any question regarding its existence, breach, termination or invalidity (in each case, a “dispute”) will be settled in accordance with this clause 17.

18.2 Where a dispute arises, either party may give notice to the other outlining the dispute and requesting a formal meeting with a view to resolving it, in which case both parties will promptly attempt to resolve the dispute by consultation at the lowest practicable level of escalation.

18.3 If the dispute is not resolved within 10 Working Days (or any longer period agreed by the parties) of receipt of a notice under clause 17.2, either party may submit the dispute to be resolved by mediation by giving notice to the other party.

18.4 If the parties agree to undergo mediation under clause 17.3, the mediation is to be conducted as follows:

18.4.1 The mediator will be agreed by the parties and will be appropriately qualified in mediating disputes (and be at

18.4.2 least an associate member of the Arbitrators & Mediators Institute of New Zealand (AMINZ) or equivalent organisation). If the parties cannot so agree within three Working Days of the agreement to the referral to mediation, then either party may request the President for the time being of AMINZ (or his or her nominee) to appoint a mediator.

18.4.3 Unless the parties agree otherwise, the mediation will be conducted in terms of the Standard Mediation Agreement

18.4.4 If unresolved, refer to the Disputes Tribunal.

18.5 Except to the extent this contract expressly permits otherwise, the Company will elect whether to continue to perform its obligations under this contract notwithstanding any dispute or suspend work until resolution of the dispute.

18.6 However, nothing in this clause 17 will prevent either party from seeking urgent interim relief from a New Zealand court or require either party to refrain from exercising any rights or remedies available in connection with this contract.

19. Costs

19.1 You must pay the Company’s costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of the Company’s rights, remedies and powers under this Agreement.

20. Acceptance of Terms

20.1 By engaging the Services of the Company, the Client agrees to be bound by these terms and conditions.