WAKEFIELD PRINT LIMITED – TERMS & CONDITIONS OF TRADE
1. Definitions & Parties To This Agreement
1.1. “WPL” shall mean Wakefield Print Limited its successors and assigns or any person acting on behalf of and with the authority of Wakefield Print Limited.
1.2. “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by WPL to the Customer.
1.3. “Guarantor” shall mean that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4. “Services” shall mean all services supplied by WPL to the Customer and includes any advice or recommendations.
1.5. “Price” shall mean the price payable for the service as agreed between WPL and the Customer in accordance with clause 4 of this contract.
2. Goods And Services
2.1. The Goods and Services provided shall be described on our invoices, quotation, and work authorisation, as provided by WPL (Wakefield Print Limited) to the Buyer.
3. Acceptance Of Terms
3.1. Any instructions received by WPL from the Customer for the supply services and/or the Customer’s acceptance of services supplied by WPL shall constitute acceptance of the terms and conditions contained herein.
3.2. Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
3.3. Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of WPL.
3.4. The Customer shall give WPL not less than twenty-one (21) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by WPL as a result of the Customer’s failure to comply with this clause.
4. Price And Payment
4.1. At WPL’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by the WPL to the Customer in respect of Services supplied; or
(b) WPL’s current price at the date of delivery of the Goods or Service according to WPL’s current Price list; or
(c) WPL’s quoted Price (subject to clause 4.2) which shall be binding upon WPL provided that the Customer shall accept WPL’s quotation in writing within thirty (30) days.
4.2. Any variation from the agreed specifications or design (including, but not limited to, any variation. Any additional Consultancy, Design or Art Work required will be charged for on the basis of WPL’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
4.3. At WPL’s sole discretion:
(a) Payment for approved Customers shall be made by instalments in accordance with WPL’s payment schedule.
(b) Receipt by WPL of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured.
4.4. 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 Customer and WPL.
4.5. Payment shall not be deemed to have been made until payment is receipted in clear funds into WPL’s nominated account.
4.6. 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.
5. Payment Terms
5.1. Payment shall be at WPL’s sole discretion one or more of the following:
5.2. At WPL’s sole discretion a deposit may be payable as agreed between WPL and the customer prior to delivery of any goods or services to the customer.
5.3. Payment to approved customers shall be made by instalments in accordance with WPL’s Payments schedule.
5.4. Payment shall be due no later than the 14th day following the date stated on the invoice which is delivered to the customer or posted to the customer’s address or address for notices.
5.5. Payments will be made as agreed between WPL and the customer. If no payment arrangement is made or payment terms agreed then payment shall be due as stated on the invoice in cash, cheque, or by, or by direct credit to WPL’s nominated account.
5.6. GST and other taxes and duties that may apply will be added to the price unless they are expressly included in the price.
6. Delivery Of Goods
6.1. At WPL’s sole discretion delivery of the Goods shall take place when:
(a) The Customer takes possession of the Goods at WPL’s address; or
(b) The Customer receives the final design or draft of any commissioned work delivered in either hard copy or by Electronic delivery.
6.2. At WPL’s sole discretion the costs of delivery in addition to the Price.
6.3. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then WPL shall be entitled to charge a reasonable fee for redelivery.
6.4. Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
6.5. WPL may deliver the Goods by separate instalments; electronically or by any other method as mutually agreed between WPL and the Customer. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
6.6. The failure of WPL to deliver shall not entitle either party to treat this contract as repudiated.
6.7. WPL shall not be liable for any loss or damage whatsoever due to failure by WPL to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of WPL.
7.1. WPL and the Customer agree that ownership of the Goods shall not pass until:
(a) The Customer has paid WPL all amounts owing for the particular Goods or Service; and
(b) The Customer has met all other obligations due by the Customer to WPL in respect of all contracts between WPL and the Customer. Receipt by WPL 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 WPL’s ownership or rights in respect of the Goods shall continue.
8. Imagery and Proofing
8.1. The Customer acknowledges that exact colour matches are not always possible. WPL shall use its best endeavours to ensure that colour matches are as close as reasonably possible to the specified colour and upon placing an order to supply or giving an instruction to supply the Customer agrees that they have given WPL acceptance of the specified colours as provided in samples supplied to the customer.
8.2. Images provided to WPL by the Client or the Clients agent, to be included in any works undertaken by WPL on behalf of the Client are to be provided in a resolution of no less than 300dpi. WPL accepts no responsibility as to the quality of work reproduced from images of less than 300dpi provided by the client.
8.3. All Artwork, Designs, Graphics, created by WPL are the Property of WPL and protected under New Zealand Copyright Law. Ownership or licence to use will not pass to the client until the clients obligations under this contract are fulfilled as per clause 4.7
8.4. Once an order for Goods or Services is placed the Customer agrees that no order may be withdrawn, revoked or cancelled without WPL’s written consent.
9. Indemnity from Claims
9.1. The Buyer warrants that none of the material provided to WPL will be misleading, defamatory or deceptive Infringe, or result in the infringement of any copyright and or any intellectual property right
of any person, and/or result in the breach of any law, statute, regulation or ordinance.
9.2. The Buyer will indemnify the Seller against all claims, losses of any kind whatsoever and however caused arising from the production, publication or distribution, errors or omissions by WPL or its Agents in connection with the products or Services provided
10. Personal Property Securities Act 1999 (“PPSA”)
10.1. Upon assenting to these terms and conditions in writing the Customer 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 WPL to the Customer (if any) and all Goods that will be supplied in the future by WPL to the Customer.
10.2. The Customer 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 WPL may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, WPL 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 The WPL; and
(d) Immediately advise WPL 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; and
10.3. The Customer agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127,
129,131 and 132 of the PPSA. Unless otherwise agreed to in writing by WPL, Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA. The Customer shall unconditionally ratify any actions taken by WPL under clauses 8.1 to 8.2
11.1. The Customer shall inspect the Goods and Services provided by WPL and shall within seven (7) days of delivery (time being of the essence) notify WPL of any alleged defect, error or omission, damage or failure to comply with the description or quote. The Customer shall afford WPL an opportunity to inspect goods or service provided within a reasonable time following completion of the service provided if the Customer believes the Service provided is defective in any way. If the Customer shall fail to comply with these provisions the completed works shall be presumed to be free from any defect. For defective Works, WPL’s liability is limited to undertaking remedial work on the agreed fault.
12. Consequences Of Non Payment
12.1. Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 10% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
12.2. If the Customer defaults in payment of any invoice when due, the Customer shall indemnify WPL from and against all costs and disbursements incurred by WPL in pursuing the debt including legal costs on a solicitor and own client basis and WPL’s collection agency costs.
12.3. Without prejudice to any other remedies WPL may have, if at any time the Customer is in breach of any obligation (including those relating to payment), WPL may suspend or terminate the supply of Services to the Customer and any of its other obligations under the terms and conditions. WPL will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier has exercised its rights under this clause.
12.4. If any account remains overdue after fourteen (14) days then an amount of the greater of $50.00 or 10.00% of the amount overdue (up to a maximum of $500) shall be levied for administration fees which sum shall become immediately due and payable.
12.5. Without prejudice to the Supplier’s other remedies at law WPL shall be entitled to cancel all or any part of any supply agreement with the Customer which remains unfilled and all amounts owing to WPL shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to WPL becomes overdue, or in WPL’s opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer 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 Customer or any asset of the Customer.
13. Security Agreement
13.1.Despite anything to the contrary contained herein or any other rights which WPL may have however:
(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer 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 WPL or WPL’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that WPL (or WPL’s nominee) shall be entitled to lodge where appropriate a caveat, which the caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should WPL elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Supplier from and against all WPL’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Supplier or WPL’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause.
14.1.WPL may cancel any contract to which these terms and conditions apply by giving written notice to the Customer. On giving such notice WPL shall repay to the Customer any sums paid in respect of the Price. The Contractor shall not be liable for any loss or damage whatever arising from such cancellation.
14.2. In the event that the Customer cancels any contract the Customer shall be liable for any loss incurred by WPL (including, but not limited to, any loss of profits) up to the time of cancellation.
15. Force Majeure
15.1.Neither party to this contract shall be liable for any delay or failure to perform an obligation under this Agreement, where that obligation cannot be reasonably fulfilled by either party as a result of circumstances beyond their control.
16. Privacy Act 1993
16.1. The Customer and the Guarantor/s (if separate to the Customer) authorises WPL to:
(a) collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and disclose information about the Customer, whether collected by WPL from the Customer directly or obtained by WPL 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 Customer.
16.2. Where the Customer and/or Guarantors are an individual the authorities under clause 16.1 are authorities or consents for the purposes of the Privacy Act 1993.
16.3. The Customer and/or Guarantors shall have the right to request WPL for a copy of the information about the Customer and/or Guarantors retained by the Supplier and the right to request WPL to correct any incorrect information about the Customer and/or Guarantors held by the Contractor.
17.1. 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.
17.2. 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 Nelson New Zealand.
17.3. WPL shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by WPL of these terms and conditions.
17.4. In the event of any breach of this contract by WPL the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the contract price for Services provided and limited to the amount of monies paid to WPL by the Customer in part or full whichever is the lesser amount.
17.5. The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by WPL.
17.6. WPL may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
17.7. WPL 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 WPL notifies the Customer of such change.
17.8. 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.
17.9. 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.
17.10. The failure by WPL to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect WPL’s right to subsequently enforce that provision.
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