Terms of Trade – Walsh&Beck Ltd

1. Interpretation

  1. “We” or “Us” means Walsh&Beck.
  2. “You” or “The Customer” means the person at whose instruction Walsh&Beck undertakes the project.
  3. “Goods” or “Works” means the product created by Walsh&Beck pursuant to this contract.
  4. “The Contract” means this agreement together with any other document entered between Us and the Customer relating to the Goods.
  5. “Delivery” means delivery of the goods to the Customer in accordance with this Contract, to the Customer’s principal place of business, or to any such place as may be notified by the Customer to the supplier for the purposes of a particular instruction by any means agreed to by the parties, including electronic transmission.

2. Initial Consultation

  1. The initial consultation/introductory visit shall be at no charge. Subsequent attendance’s (telephone, e-mail or personal attendance) will be part of a billable assignment, unless otherwise agreed.
  2. No work shall commence on an assignment until a signed acceptance of the estimate or proposal is completed by the Customer, or purchase authorisation supplied being signed by authorised signatories of the Customer only.

3. Estimates, Creative Briefs

  1. When sufficient information is provided by the customer, we will prepare a written estimate or proposal of the assignment, outlining a schedule, costs and any additional terms and conditions to be imposed other than those appearing on this standard form.
  2. When sufficient detailed information is not provided or is unavailable, or the type of work is such that no estimate or quote can be given pricing will be based on our hourly rate for the specified type of work required.
  3. The hourly rate shall be that which is notified to the Customer in writing at the time when the instructions are given.

4. Submissions

  1. We will recommend what, in our view, best meets your objectives.
  2. It is the customer’s responsibility to provide accurate detailed instructions, input and instructions
  3. It is our responsibility to closely follow steps stipulated by the customer in a written assignment, estimate or proposal.
  4. Any request to make changes or amendments to the goods are to be submitted to us in writing. Where there is a variation we specifically reserve the right to revise any estimate of costs.
  5. All quotes, and estimates are valid for a period of 14 days in the case of design and print work, and 30 days for the management of large projects.

5. Working Arrangements

It is the customer’s sole responsibility to review all prepared material before production/printing and to attest to its accuracy.

6. Price

  1. The price payable for the goods shall be that sum agreed between the parties prior to commencement of work. If there is no prior agreement between the parties then the price shall be calculated on the ordinary hourly rate of Walsh&Beck as set out in the Schedule hereon.
  2. The purchase price shall be exclusive of GST and any other tax or duty related to the supply of the goods from us to the customer.
  3. An additional fee of 15% of the cost will be charged for all customer disbursements.
  4. The price of the goods shall be paid in full to us by the 20th of the following month.
  5. The price shall be paid without set-off or deduction of any kind.
  6. In the event of non-payment, or late payment the supplier specifically reserves its rights to charge the customer penalty interest at a rate calculated as the supplier’s Bankers commercial overdraft base rate plus 5% at the date of default calculated on any sum until payment. All costs of and incidental to recovery through a collection agency shall be payable by the customer.
  7. We may credit any payments received from or on behalf of the customer in reduction of the customer’s indebtedness as we see fit.
  8. Where the customer is a limited liability company, incorporated society or any other body corporate the authorised representative of that entity whose signature appears on these terms of trade shall in consequence of that signature be deemed to have personally guaranteed the obligations of the customer.
  9. Where payment has not been made within 30 days following invoice, we will be under no obligation to continue work on the project and shall have no liability to the customer for any loss suffered by the customer consequent upon our election to cease work on the project.

7. Title to Goods

  1. The property in the goods shall not pass to the customer upon delivery.
  2. The property in the goods shall remain with the supplier until the customer pays all monies due in respect of the supply (specifically, property shall not pass until any cheque or other negotiable instrument tendered for payment has cleared).
  3. Any copyright or intellectual property in the goods shall not pass to the customer until payment in accordance with Clause (B).
  4. The customer warrants that at no time will it charge, encumber or give security over the goods until such time as the goods are paid for in full.
  5. In the event of the customer failing to make payment the customer irrevocably licences the supplier, its agents and employees to enter the customer’s premises at any time and in any manner to recover any goods to which this contract applies.
  6. Immediately the payment price is overdue, the supplier may bring an action for the price even though ownership of the goods has not passed to the customer in accordance with the provisions of this clause.

8. Miscellaneous

  1. We do not warrant that any design created by us will be registerable as a trademark. It is the customer’s responsibility to ensure that prior to accepting any product that it complies with the customer’s requirements as they relate to trademark registration.
  2. We will not be liable to any customer in the event that any work prepared by us is not registerable by the customer as a trademark.
  3. We will not be liable for any error or defect in any product unless the error or defect has arisen after the customer’s approval of the proof. We will not be liable for any defects that the customer has failed to identify prior to approving the proof.
  4. No waiver by the supplier of any breach or failure to enforce any provision of the contract shall in any way effect, limit or waive the supplier’s right to subsequently enforce and compel strict compliance with the contract.
  5. The customer may not transfer or assign any of its liabilities or rights under the contract to any person without the prior written consent of the supplier, which consent may be withheld in the supplier’s sole discretion.
  6. If a provision of the contract is or becomes invalid or unenforceable, that provision shall be deemed deleted from the contract and such invalidity or unenforceability shall not effect the other provisions of the contract, all of which shall remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provisions.
  7. The contract is governed by the Laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand Courts in respect of matters relating to the contract.
  8. The supplier reserves the right to refuse any order placed by the customer for any reasons deemed by the supplier to be sufficient.
  9. Any variation of this agreement shall be recorded in writing and signed by the parties.
  10. Any dispute arising out of the interpretation of or operation of this contract which cannot be resolved through mediation shall be referred to arbitration in accordance with the Arbitration Act 1996 for the decision and award of a sole arbitrator (to be nominated by the President of the Arbitrators and Mediators Institute of New Zealand) whose award shall be final and binding upon the parties. However nothing in this clause shall preclude a Court of competent jurisdiction from making such orders by way of interim, interlocutory or emergency relief that may be sought by any party to this contract. Further, nothing in this clause shall prevent the supplier from commencing a proceeding in any Court of competent jurisdiction in respect of any debt due to the supplier.
  11. In the event of any term of any other agreement prepared by the supplier being inconsistent with a term hereon, the term of the other agreement shall prevail.
  12. The terms of this agreement shall prevail over the standard form terms contained on any order form generated by the customer, and the placing of an order shall be deemed to be acceptance of these terms.
  13. The person signing this document on behalf of the customer warrants that they are authorised by the customer to execute this agreement and bind the customer.