1.1 Application of Terms

These Terms and Conditions of Trade ("Terms") apply to all goods and services supplied by Signbase Limited ("Supplier", "we", "us", "our") to the customer ("Buyer", "you", "your").

1.2 Precedence

These Terms prevail over any other terms and conditions unless specifically authorised in writing by a Director of the Supplier.

1.3 Definitions

• "Buyer" means the person or entity ordering goods or services, including any organisation they represent.
• "Goods" means all products, materials, signage, and items supplied.
• "Services" means all work, installation, design, and related services provided.
• "Contract" means any agreement incorporating these Terms.

2.1 Order Process

Orders should be placed in writing with clear specifications. We are not responsible for errors arising from verbal instructions or misinterpretation.

2.2 Quotation Validity

Quotations are valid for 30 days from the date of issue unless otherwise stated. After this period, a new quotation will be required.

2.3 Variations and Cancellations

• Changes to specifications after order acceptance may incur additional charges.
• If an order is cancelled or suspended, you must immediately pay for all work completed to that date.
• We reserve the right to adjust pricing if variations are requested.

2.4 Right to Refuse Work

We reserve the right to refuse any work that we reasonably consider to be unlawful, offensive, or inappropriate.

2.5 Quantity Tolerances

Quotations allow for a 10% margin on quantities (overs/unders), charged or credited on a pro-rata basis. Colour matching includes reasonable tolerances to achieve a satisfactory match.

2.6 Expedited Delivery

Additional charges apply for urgent or expedited delivery requests.

2.7 Preliminary Work

Design work, sketches, prototypes, and origination costs constitute billable orders, even if the project does not proceed. All preliminary materials remain our property until paid for in full.

2.8 Tooling and Equipment

Payment for design work does not transfer ownership of dies, jigs, screens, patterns, films, or digital files, which remain our property unless specifically agreed in writing.

3.1 Price Basis

Prices are as stated in our quotation, invoice, or order confirmation.

3.2 Additional Charges

The following may be charged in addition to quoted prices:

• Delivery and freight.
• Installation costs.
• Vinyl and paint removal.
• Permit fees and regulatory approvals.
• Engineering calculations and technical drawings.
• Primary electrical wiring.
• Site safety induction fees.
• Administrative fees for additional information or documentation requests related to the scope of work.

3.3 Material Substitutions

• We may make minor dimensional adjustments to maintain design balance.
• We may substitute materials of similar specification if originals are unavailable.

3.4 Taxes and Duties

All applicable taxes, including GST, duties, and government charges are payable by you in addition to quoted prices.

3.5 Price Variation

If material, labour, or service costs increase between quotation and completion, we may adjust prices accordingly. You will be notified of any material price increases.

4.1 Payment Due Date

Payment is due by either 7 days, the 20th day of the month, or as stipulated on your invoice.

4.2 Settlement Terms

Payment terms are strictly settlement on or before the 20th of the month following delivery.

4.3 Progress Payments

• We may request progress payments of up to 75% of work completed.
• Further monthly progress payments may be required until project completion.

4.4 Payment Allocation

We may allocate any payment received against any debt you owe us, regardless of your instructions.

4.5 Possessory Lien

We hold a possessory lien over any goods in our possession, entitling us to retain and/or sell such goods to recover monies owed.

5.1 Interest on Overdue Accounts

Interest accrues daily on overdue invoices at 1.5% per month (18% per annum), compounding monthly.

5.2 Dishonoured Payments

You must reimburse us for all bank fees and administrative costs associated with dishonoured payments.

5.3 Debt Recovery Costs

• Legal fees on a solicitor-client basis.
• External collection agency fees.
• All associated administrative costs.

5.4 Suspension of Supply

We may suspend or terminate supply of goods or services if you breach any obligation. We are not liable for any resulting loss or damage.

5.5 Administrative Fee

If any amount remains overdue after 30 days, an administrative fee of $30.00 per month or part thereof applies until the debt is paid.

5.6 Acceleration of Debt

• Any payment becomes overdue, or we reasonably believe you cannot meet payment obligations.
• You become insolvent, enter into arrangements with creditors, or make an assignment for creditors.
• A receiver, manager, liquidator, or similar person is appointed over you or your assets.

6.1 Delivery Timeframes

We will make reasonable efforts to meet delivery timeframes but are not liable for any loss or damage resulting from delays.

6.2 Inspection on Delivery

You must inspect goods immediately upon delivery. Written notice of any defects or discrepancies must be provided within 5 working days. No claims will be accepted after this period.

6.3 Special Conditions

Retentions and special conditions only apply if explicitly stated in the quotation.

6.4 Deemed Delivery

• You are deemed to have taken delivery on the 15th day.
• Payment becomes due as if delivery occurred.
• Goods will be stored at your risk and expense.

7.1 Transfer of Risk

Risk in goods passes to you immediately upon delivery. You must insure goods against loss or damage from the time of dispatch.

7.2 Materials Held by Us

Any plans, specifications, materials, or goods you supply to us are held at your risk. We may dispose of uncollected materials after one month following work completion.

8.1 Ownership

• You have paid us in full for those goods.
• All other amounts owing to us have been paid.

8.2 Payment Recognition

Payment by any method other than cash is not deemed complete until the payment has cleared and been recognised by our bank.

8.3 Conditions of Retention

• You must keep goods separate and identifiable where practicable.
• We may require return of goods by written notice.
• You hold goods as bailee only.
• You hold proceeds from sale of goods on trust for us up to the amount owed.
• If goods are converted into other products, we remain the owner of the end products.
• We may enter your premises to locate, inspect, seize, and dispose of our goods to recover amounts owing.

8.4 Authority to Enter

You irrevocably authorise us, our agents, and servants to enter any premises where our goods may be located.

9.1 Security Interest

• These Terms constitute a security agreement for the purposes of the Personal Property Securities Act 1999.
• The retention of title provisions create a purchase money security interest in the goods supplied.
• We may register a financing statement on the Personal Property Securities Register.

9.2 Buyer's Obligations

• Do not register a financing statement in relation to the goods without prior written consent.
• Notify us of changes to your name, address, or other PPSR details.
• Do not allow the goods to become an accession to other property without consent.
• Provide documents and information reasonably required to register or enforce our security interest.

9.3 Waiver of Rights

To the extent permitted by law, you waive the rights specified in the PPSA provisions set out in these Terms.

9.4 Enforcement Costs

You agree to pay costs and expenses incurred in registering, maintaining, enforcing, or discharging any security interest.

9.5 PPSA Priority

Our security interest in the goods has priority over all other security interests in the goods, regardless of order of registration.

10.1 Workmanship Warranty

• We do not guarantee manufactured components from third parties.
• We have no liability for defects beyond our control.
• Faulty workmanship must be notified within 7 days of delivery.
• We will repair or replace faulty workmanship at our discretion.

10.2 Exclusion of Other Warranties

All other warranties, representations, or promises are excluded. If you acquire goods for business purposes, the Consumer Guarantees Act 1993 does not apply.

10.3 Limitation of Liability

Our total liability is limited to replacing defective goods, materials, or workmanship to the value received under the contract.

10.4 Buyer's Indemnity

• Offensive or illegal work.
• Breach of intellectual property rights.
• Breach of any other third-party rights.

11.1 Site Safety Obligations

• Provide a safe working environment free from hazards.
• Notify us in writing of known or reasonably foreseeable hazards.
• Provide site induction and necessary safety information.
• Ensure permits, approvals, and safety documentation are in place.
• Comply with the Health and Safety at Work Act 2015.

11.2 Our Responsibilities

• Comply with applicable health and safety legislation.
• Provide appropriately trained and equipped personnel.
• Follow safe work practices and site-specific requirements.
• Report hazards or safety concerns identified during work.

11.3 Health and Safety Indemnity

• Hazards not disclosed to us in writing.
• Your failure to provide a safe working environment.
• Your breach of health and safety obligations.
• Incidents arising from circumstances beyond our reasonable control.

11.4 Right to Cease Work

We reserve the right to cease work immediately if we identify unsafe conditions. You remain liable for costs incurred up to cessation.

12.1 Termination for Default

We may terminate any contract by written notice if you breach any obligation under these Terms.

12.2 Payment on Termination

Upon termination, you must immediately pay for all work completed, including preliminary work.

13.1 Governing Law

New Zealand law governs all contracts between us. If any provision is deemed illegal or unenforceable, it will be excluded only to the minimum extent necessary.

13.2 Assignment and Subcontracting

• We may assign any debt owed to us to any third party.
• We may assign or subcontract any work under any contract.
• Any assignee has the full rights we previously held.

13.3 Set-Off

You may not set off amounts owed to us against amounts you claim we owe you, whether disputed or undisputed.