terms and conditions
All prices stated within www.aboutimage.co.nz is GST exclusive and NZ$.
COMMITMENT OF SERVICE
Download our Commitment of Service contract here
TERMS AND CONDITIONS OF TRADE
The Buyer orders the Goods and/or Services on the Terms and Conditions set out herein:
1.0 Price and Terms of Payment:
1.1 The Seller’s price for Goods and/or Services sold to the Buyer shall be the total net price set out on the invoice.
1.2 In addition to the total net price of the Goods and/or Services set out on the front of the invoice, the Buyer shall pay GST thereon and all such taxes, duties, fees, transport costs, postage and packaging costs and other costs which the Seller determines are payable in respect of the Goods and/or Services ordered by the Buyer (“the Buyer’s Order”) together with any GST thereon (called “the Total Price”).
1.3 Payment by the Buyer of the Total Price shall be due upon delivery of the Goods and/or Services, unless the Seller has entered into a written credit arrangement with the Buyer authorising payment on other terms. If such an arrangement exists, payment by the Buyer shall be in strict accordance with that credit arrangement.
1.4 Notwithstanding clause 1.3, if the Buyer commits an act of bankruptcy, compounds or arranges with all or a number of its creditors or being a company has a receiver appointed or goes into liquidation whether voluntarily or otherwise, then payment of the Total Price by the Buyer shall be due immediately upon the happening of any such event. The parties acknowledge that the performance of this clause is essential to the Seller.
1.5 Where the Total Price has become due and payable pursuant to clause 1.3 or 1.4 hereof, then without prejudice to the Seller’s right to sue for payment or any other remedy the Seller may have, the following shall apply:
1.5.1 All amounts payable to the Seller in respect of any Goods and/or Services delivered to the Buyer shall thereupon become immediately due and payable to the Seller without further notice in respect thereof, and
1.5.2 Interest shall be payable by the Buyer on all amounts due to the Seller at the rate of 18% per annum and such interest shall be calculated on a daily basis from the due date for payment until payment is received in full by the Seller; and
1.5.3 The Buyer shall pay all of the Seller’s legal costs (including Solicitor/Client costs) pertaining to any enforcement action taken by the Seller against the Buyer for payment of all or any amounts due.
2.0 Delivery of Goods and/or Services:
2.1 The Seller shall produce the Goods and/or Services to the Buyer as soon as is reasonably practicable after acceptance of the Buyer’s Order.
2.2 Delivery of Goods shall be deemed to have taken place when the Buyer retrieves the Goods or the Buyer’s agent or any other person or carrier to whom the Seller has been authorised by the Buyer to retrieve such Goods whether expressly or impliedly and whether in writing or orally.
2.3 Unless expressly agreed in writing between the parties as to the means of delivery of the Goods, the Seller may effect delivery in any manner the Seller determines.
2.4 Delivery of Services shall be deemed to have occurred upon completion of the Services.
2.5 All references to proposed delivery dates made by the Seller whether orally or in the Sales Invoice or in any other form of communication are estimates only and the Seller shall not be bound by such estimates. The Seller shall take all reasonable steps to comply with such proposed delivery dates.
3.0 Return of Goods:
3.1 Where the Goods are of acceptable quality and otherwise comply with the other Guarantees set out in the Consumer Guarantees Act 1993, the Buyer may not return the Goods supplied by the Seller in accordance with the Buyer’s Order unless the Seller expressly agrees in writing to a request from the Buyer to accept the return of the Goods and the Buyer complies with all the terms and conditions (if any) that the Seller may impose as prerequisite to accepting the return of the Goods.
4.0 Risk of Goods:
4.1 The risk in the Goods supplied by the Seller to the Buyer shall immediately pass to the Buyer upon delivery of such Goods and/or Services to the Buyer (as determined by clauses 2.2 or 2.3) notwithstanding that title/ownership to the Goods may have been retained by the Seller.
4.2 Pending payment in full by the Buyer to the Seller in respect of the Goods and/or Services, the Buyer shall insure the Goods and/or Services in the name of the Seller and the Buyer for their respective rights and interests and such insurance shall be for a sum sufficient to cover the Total Price payable to the Seller taking into consideration any deductions the insurance company may be likely to make. The Buyer shall on request of the Seller provide sufficient evidence of the existence of such insurance.
5.0 Title/Ownership of Goods:
5.1 The Seller shall retain title/ownership to the Goods delivered to the Buyer until the Buyer has paid for the Goods in full and the Buyer hereby acknowledges that the Seller’s rights set out in clause 5.2 are a way in which the Buyer’s right to undisturbed possession of the Goods pursuant to the Consumer Guarantees Act 1993 could be disturbed by the Seller.
5.2 If the Buyer does not make payment in full for the Goods by the due date as determined in accordance with clauses 1.3 or 1.4 hereof, then in such event, and without prejudice to the Seller’s other rights and remedies, the Seller may:
5.2.1 Repossess the Goods delivered and in order to effect such repossession the Seller, its employees, agents or representatives are hereby authorised by the Buyer to enter into any of the Buyer’s premises where the Goods may be located. The Buyer hereby indemnifies the Seller in respect of any claim, action, damage or expense incurred or threatened as a result of the Seller exercising such powers of repossession and entry and shall pay to the Seller all costs incurred incidental to the recovery of the Goods; and
5.2.2 The Seller may sell any such repossessed Goods in any manner and at any time it sees fit and may apply the proceeds of sale on account of any monies payable by the Buyer to the Seller.
5.3 About Image Content Management System. This specifically designed web system is deemed to be the intellectual property of About Image Ltd and falls under the Copyright Act 1994.
The ownership of our CMS system remains the property of About Image and will not be transferred to any other web provider.
6.0 Seller’s Liability:
6.1 Where the Buyer does not make known either expressly or by implication to the Seller the purpose for which the Goods and/or Services are being acquired by the Buyer, then the Buyer shall ensure the Goods and/or Services supplied are reasonably fit for the purpose for which the Goods are being acquired by the Buyer.
6.2 The Seller shall not be liable to repair or replace defects in the Goods that have occurred otherwise than through the normal and proper use of the Goods by the Buyer or have emerged otherwise than from faulty design, materials or workmanship of the Seller or manufacturer.
7.0 Business Use:
7.1 The Buyer hereby acknowledges that if the Buyer is acquiring Goods and/or Services from the Seller for the purpose of a Business then the Buyer and Seller hereby expressly agree that the provisions of the Consumer Guarantees Act 1993 shall not apply to the agreement for the supply of the Goods and/or Services.
7.2 “Business” shall have the same meaning as set out in Section 2 of the Consumer Guarantees Act 1993.
7.3 Where clause 7.1 applies, the Buyer hereby warrants and undertakes with the Seller that the Buyer shall in a like manner contract out of the provisions of the Consumer Guarantees Act 1993 where the Buyer is on-selling the Goods and/or Services to a consumer who is acquiring the Goods for the purpose of a business.
7.4 The Buyer hereby indemnifies the Seller for all liability, costs, damages and loss the Seller may suffer from the Buyer’s failure to comply with clause 7.3 hereof.
8.0 Dispute Resolution:
8.1 The Buyer and Seller hereby agree that any dispute or difference (“the Dispute’) which may arise between the Buyer and Seller as to the meaning or application of any part of this Agreement or any other matter touching or concerning this Agreement shall be actively and in good faith negotiated by the parties with a view to a speedy resolution of the Dispute.
8.2 If the Buyer and Seller are unable to resolve the Dispute, then the Buyer and Seller hereby agree to endeavour in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation or such similar techniques agreed upon by the Buyer and the Seller.
8.3 If the Buyer and the Seller do not agree within five (5) business days as to the dispute resolution techniques and procedures to be adopted then the Dispute shall be referred by the parties to arbitration pursuant to the Arbitration Act 1996 or any statutory provisions relating to arbitration.
9.0 Personal Property Securities Act 1999
9.1 The Buyer agrees and acknowledges that the Retention of Title provisions contained in clause 5 of these Terms and Conditions of Sale create a security interest as that term is defined in the Personal Property Securities Act 1999 (“PPSA”) in the Goods supplied and the Buyer will if called upon by the Seller promptly execute any documents and provide all such information and or do all such things as may be necessary to ensure that the Seller can register and perfect the security interest so created in compliance with the PPSA including entering into a Security Agreement of which these Terms and Conditions shall form a part.
9.2 The Buyer agrees that it will do all acts necessary and provide the Seller on request all information it may require to register a financing statement over the Goods or their proceeds, and the Buyer will advise the Seller immediately in writing of any changes to that information. The Buyer waives all rights to receive a copy of any verification statement of a financing statement.
9.3 The Buyer agrees that it will supply the Seller, within 2 business days of the Seller’s written request, with copies of all security interests registered over its personal property, and the Buyer authorises the Seller as its agent to request information from any secured party relating to any security interest which is held in any personal property which is or has been in the Buyer’s possession or control.
9.4 The Buyer agrees that the Seller may require it to pay all reasonable costs, including legal costs on a solicitor-client basis, associated with the discharge or amendment of any financing statement registered by the Seller, whether or not the change was initiated by the Buyer.
9.5 If the Seller should repossess the Goods under this agreement, it may retain those Goods or dispose of them without notice or statement of account to the Buyer or any other person, and, after deducting reasonable costs of sale, it may credit any surplus by way of setoff against any sums owing to it. The Seller will not be obliged to resupply any repossessed inventory.
9.6 The Buyer authorises the Seller to search the Personal Property Securities Register at any time for any information about it or (if the Buyer is a company) any parent or associated companies.
10.0 Acknowledgement:
10.1 The Buyer shall if required by the Seller sign a written acknowledgement that the Buyer has received the advice referred to in clauses 5.1, 7.1 and 8.1.
11.0 Proper Law:
11.1 This Agreement and these Terms and Conditions of Sale shall be governed by New Zealand law and the New Zealand Courts shall have exclusive jurisdiction in connection herewith.
12.0 Design Charges
12.1 All pricing is GST exclusive. Please refer to our ‘Menu’ for graphic and web design charges, so that you can calculate your initial costs. Graphic design is charged at $80.00 p/h and web design starts from $85.00 p/h.
13.0 Quotation/Estimates
13.1 All pricing for proposed web development will be an estimate only - Static/html $85/ph. Dynamic data base/asp/aspx $105 or $120p/h. Estimates are valid for 30 days from date of issue and are priced on the specification as outlined in the written estimate. If the job differs from this or is outside of the allocated time frame, costs may vary.
13.2 All Printing quotations are valid for 30 days from date of issue. Quotations are priced on the specification as outlined in the written quote. If the job differs from this or is outside of the allocated time frame, costs may vary.
13.3 If quote is accepted within the allotted 30 days - the quote is then valid for a further 60 days.
14.0 File Ownership / © Copyright
14.1 Upon payment, About Image Ltd will provide 'final' artwork that cannot be manipulated (ie. no editable vector files, layered Photoshop files etc).
14.2 The company, About Image Ltd, is the creator and is the copyright owner of all working/native graphic and web files.
14.3 Files supplied for proof purposes cannot be used until final payment has been made to About Image Ltd.
14.4 In instances that the client should want editable files, an agreement between client and About Image Ltd must be drawn up prior to artwork being created. If About Image feels that it is in the best interest of both parties that the files are released without a contract being signed a fee will be incurred determined by About Image on the appropriate market value.
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