Below are our terms and conditions of trade.
1. DEFINITIONS
-
1.1 “Outwest Productions Limited” shall mean Outwest
Productions Limited, or any agents or employees
thereof.
-
1.2 “Customer” shall mean the customer, any person acting on
behalf of and with the authority of the customer, or any
person purchasing goods or services from Outwest Productions
Limited.
-
1.3 “Goods” shall mean all goods, chattels supplied by
Outwest Productions Limited to the customer and shall
include any fee or charge associated with the supply of
goods by Outwest Productions Limited to the customer.
-
1.4 “Services” shall mean all services provided by Outwest
Productions Limited to the customer and shall include
without limitation the provision of all graphic design,
magazine and web design, communication services and
supplies, all charges for labour and work, hire charges,
insurance charges, or any fee or charge associated with the
supply of services by Outwest Productions Limited to the
customer.
-
1.5 “Price” shall mean the cost of the goods or services as
agreed between Outwest Productions Limited and the customer
subject to clause 4 of this contract.
2. ACCEPTANCE
-
2.1 Any instructions received by Outwest Productions Limited
from the customer for the supply of goods or services shall
constitute acceptance of the terms and conditions contained
herein.
3. COLLECTION AND USE OF INFORMATION
-
3.1 The customer authorises Outwest Productions Limited to
collect, retain and use any information about the customer,
or for the purpose of assessing the customer’s credit
worthiness, enforcing any rights under this contract, or
marketing any goods and services provided by Outwest
Productions Limited to any other party.
-
3.2 The customer authorises Outwest Productions Limited to
disclose any information obtained to any person for the
purposes set out in clause 3.1.
-
3.3 Where the customer is a natural person the authorities
under clauses 3.1 and 3.2 are authorities or consents for
the purposes of the Privacy Act 1993.
4. PRICE
-
4.1 Where no price is stated in writing or agreed to orally
the goods or services shall be deemed to be sold at the
current amount as such goods are sold or provided by Outwest
Productions Limited at the time of the contract.
-
4.2 The price may be increased by the amount of any
reasonable increase in the cost of supply of the goods or
services that is beyond the control of Outwest Productions
Limited between the date of the contract and delivery of the
goods or providing of the services.
5. PAYMENT
-
5.1 Payment for goods or services shall be made in full on
or before 7 days following the date of the invoice unless
otherwise arranged between the parties prior to delivery of
the goods or the providing of the services (“the due date”).
-
5.2 Interest may be charged on any amount owing after the
due date at the rate of 2.5% per month or part month.
-
5.3 Any expenses, disbursements and legal costs incurred by
Outwest Productions Limited in the enforcement of any rights
contained in this contract shall be paid by the customer,
including any reasonable solicitor’s fees or debt collection
agency fees.
-
5.4 Receipt of a cheque, bill of exchange, or other
negotiable instrument shall not constitute payment until
such negotiable instrument is paid in full.
6. QUOTATION-ESTIMATE
-
6.1 Where a quotation or estimate is given by Outwest
Productions Limited for goods or services:
-
6.1.1 The quotation or estimate shall be valid for one month
from the date of issue; and
-
6.1.2 The quotation or estimate shall be exclusive of Goods
and Services Tax unless specifically stated to the contrary.
-
6.2 Where goods or services are required in addition to the
quotation or estimate the customer agrees to pay for the
additional cost of goods or services.
7. RISK
-
7.1 The goods remain at Outwest Productions Limited’s risk
until the delivery to the customer, but when title passes to
the customer pursuant to clause 9.1 of this contract the
goods are at the customer’s risk whether delivery has been
made or not.
-
7.2 Delivery of goods shall be deemed complete when Outwest
Productions Limited gives possession of the goods for
delivery to the customer, or possession of the goods is
given to a common carrier, or other bailee for the purposes
of transmission to the customer.
-
7.3 The time agreed for delivery shall not be an essential
term of this contract unless the customer gives written
notice to Outwest Productions Limited making time of the
essence.
-
7.4 Where Outwest Productions Limited delivers goods or
provides services to the customer by instalments and Outwest
Productions Limited fails to deliver or supply one or more
instalments the customer shall not have the right to
repudiate the contract but shall have the right to claim
compensation as a severable breach.
8. AGENCY
-
8.1 The customer authorises Outwest Productions Limited to
contract either as principal or agent for the provision of
goods or services that are the matter of this contract.
-
8.2 Where Outwest Productions Limited enters into a contract
of the type referred to in clause 8.1 it shall be read with
and form part of this agreement and the customer agrees to
pay any amounts due under that contract.
9. TITLE
-
9.1 If the goods are ascertained and in a deliverable state,
title in the goods passes to the customer when the customer
has made payment for all goods supplied by Outwest
Productions Limited.
-
9.2 Where the customer has not paid for any goods in its
possession property in such goods shall remain with Outwest
Productions Limited and:
-
9.2.1 The goods shall be held by the customer as bailee; and
-
9.2.2 If the goods are attached, fixed, or incorporated into
any property of the customer, by way of any manufacturing or
assembly process by the customer or any third party, title
in the goods shall remain with Outwest Productions Limited
until the customer has made payment for all goods, and where
those goods are mixed with other property so as to be part
of or a constituent of any new goods, title to these new
goods shall deemed to be assigned to Outwest Productions
Limited as security for the full satisfaction by the
customer of the full amount owing between Outwest
Productions Limited and customer.
-
9.3 The customer gives irrevocable authority to Outwest
Productions Limited to enter any premises occupied by the
customer, at any reasonable time, to remove any goods not
paid for in full by the customer. Outwest Productions
Limited shall not be liable for costs, damages or expenses
or any other losses incurred by the customer or any third
party as a result of this action, nor liable in contract or
in tort or otherwise in any way whatsoever.
10. RETURN OF GOODS
-
10.1 The customer shall be deemed to have accepted the goods
unless the customer notifies Outwest Productions Limited
otherwise within 7 days of delivery of the goods or
providing of the services to the customer.
-
10.2 No goods will be accepted for return by Outwest
Productions Limited without prior approval.
11. LIABILITY
-
11.1 Except as otherwise provided by statute Outwest
Productions Limited shall not be liable for:
-
11.1.1 Any loss or damage of any kind whatsoever whether
suffered or incurred by the customer or another person
whether such loss or damage arises directly or indirectly
from goods or services or advice provided by Outwest
Productions Limited to the customer and without limiting the
generality of the foregoing of this clause Outwest
Productions Limited shall not be liable for any
consequential loss or damage of any kind including without
limitation any financial loss; and
-
11.1.2 Except as provided in this contract Outwest
Productions Limited shall not be liable in contract, or in
tort, or otherwise for any loss, damage, or injury beyond
the value of the goods or services provided by Outwest
Productions Limited to the customer; and
-
11.1.3 The customer shall indemnify Outwest Productions
Limited against all claims of any kind whatsoever however
caused or arising and without limiting the generality of the
foregoing of this clause whether caused or arising as a
result of the negligence of Outwest Productions Limited or
otherwise, brought by any person in connection with any
matter, act, omission, or error by Outwest Productions
Limited its agents or employees in connection with the goods
or services.
-
11.1.4 Without limiting the generality of Clause 11, the
customer shall be responsible for checking all proofs
provided by Outwest Productions Limited prior to printing.
Outwest Productions Limited will not be liable for any
errors arising from incorrect proofs being printed.
-
12.1 Unless otherwise stated, you agree (at
your sole cost) to provide us in a format reasonably
required and of a quality acceptable to both parties:
-
12.2 all data, information and text to be incorporated in, on
or into the Product (including data, information or text set
out in PDF, MS Word or .txt files or contained in MS Access
or MS Excel spreadsheets with predetermined fields); and
-
12.2.1 all logos, designs, images, graphics, video sequences
and any other related materials to be incorporated in, on or
into the Product (including any images stored in Quality
Jpeg, EPS or tiff files or video sequences digitised on
CD-ROM).
-
12.3 You agree to fully cooperate with us to enable us to
complete the Design Services and produce and deliver the
Product to you within a reasonable timeframe . You also agree to make your input available when
requested, and to respond to our queries or requests, in
respect of any matter or thing related to the Design
Services and/or the Product in a promptly and timely manner.
13. CONSUMER GUARANTEES ACT
-
13.1 The guarantees contained in the Consumer Guarantees Act
1993 are excluded where the customer acquires goods or
services from Outwest Productions Limited for the purposes
of a business in terms of section 2 and 43 of that Act.
14. WARRANTY
-
14.1 No representation, condition, warranty or premise
expressed or implied by law or otherwise applies to goods or
services except where goods are supplied or services
provided pursuant to the Consumer Guarantees Act 1993 or
except where expressly stated in this contract.
-
14.2 Outwest Productions Limited does not provide any
warranty that the goods are fit and suitable for the purpose
for which they are required by the customer and shall not be
liable if they are not.
15. CANCELLATION
-
15.1 Outwest Productions Limited shall, without any
liability, and without any prejudice to any other right it
has in law or equity, have the right by notice to suspend or
cancel in whole or in part any contract for the supply of
goods or services to the customer if the customer fails to
pay any money owing after the due date or the customer
commits an act of bankruptcy as defined in section 19 of the
Insolvency Act 1967.
-
15.2 Any cancellation or suspension under clause 15.1 of
this agreement shall not affect Outwest Productions
Limited’s claim for money due at the time of cancellation or
suspension or for damages for any breach of any terms of
this contract or the customer’s obligations to Outwest
Productions Limited under this contract.
16. MISCELLANEOUS
-
16.1 The customer shall not assign all or any of its rights
or obligations under this contract without the written
consent of Outwest Productions Limited.
-
16.2 Outwest Productions Limited shall not be liable for
delay or failure to perform its obligations if the cause of
the delay or failure is beyond its control.
-
16.3 Failure by Outwest Productions Limited to enforce any
of the terms and conditions contained in this contract shall
not be deemed to be a waiver of any of the rights or
obligations Outwest Productions Limited has under this
contract.
-
16.4 The law of New Zealand shall apply to this contract
except to the extent expressly negated or varied by this
contract.
-
16.5 Where the terms of this contract are at variance with
the order or instruction from the customer, this contract
shall prevail.
-
16.6 If any provision of this contract shall be invalid,
void or illegal or unenforceable the validity existence,
legality and enforceability of the remaining provisions
shall not be affected, prejudiced or impaired.
-
16.7 Any dispute between the parties is to be dealt with in
accordance with the Arbitration Act 1996.
-
16.8 Copyright in all designs and materials prepared and
provided by Outwest Productions Limited shall remain with
Outwest Productions Limited.