Terms of Trade

 

TERMS AND CONDITIONS OF TRADE – SURREAL CREATIONS LIMITED

Application of these terms

1. All goods and services we supply to you are supplied on these terms and conditions. These terms replace and override any earlier terms published by us or any terms previously agreed with you.

Definitions

2. In these terms:

(a). additional services means any of the following: corrections after the first proof, colour matching, holding screens, typesetting, artwork, colour separations, providing screens or other intermediary materials, translating, editing or programming required to use files or images you supply, and any extra work needed because of defects or unsuitability in materials you provide.

(b). contract means the contract between you and us for the supply of goods and/or services on these terms.

(c). contract price means the price stated in our invoice issued after the services are completed or goods supplied.

(d). financing statement, financing change statement, security interest and perfected have the meanings given in the PPSA.

(e). goods means any materials we supply as part of the services, or any materials you supply to us for use in the services.

(f). guarantor means any person or persons who agree to guarantee your obligations under these terms.

(g). PPSA means the Personal Property Securities Act 1999.

(h). services means the printing services you purchase from us under the contract, including any additional services.

(i). terms means these terms and conditions of trade.

(j). we, us or our means Surreal Creations Limited, the supplier of the goods and services under these terms.

(k). you or your means the person, firm or company buying goods and/or services from us.

No variation unless in writing

3. No variation, change or replacement of these terms will bind us unless we specifically agree to it in writing.

We may update these terms

4. We may change these terms by giving you 30 days’ written notice sent to your last known contact address (whether postal or e-mail or otherwise).

Quotations and estimates

5. Any quotation or estimate we give you is an estimate only, is exclusive of GST, and expires after 30 days.

Deposit

6. We may ask you for a non-refundable deposit of up to 50% of the estimated contract price before starting work.

Confirmation required

7. You must confirm the required goods and services in writing before we are obliged to supply anything.

Additional services and fees

8. We may charge extra (in addition to any estimate) for any additional services.

Proofing responsibilities

(a). pre-press proofing: it is your responsibility to check all artwork for accuracy and to ensure it is free from errors or omissions. We are not responsible for any errors or omissions you miss.

(b). press proofing: it is your responsibility to check the printed result on the press before the job is finished. We are not responsible for any errors or omissions you miss or overlook.

Electronic files and images

9. You must keep your own copy of any image or file you supply to us. We are not responsible for any loss or damage to files or images you supply. We may delete any files or images you supply once the services are completed.

Illegal or defamatory material

10. We are not required to reproduce any material that, in our reasonable opinion, is illegal, defamatory, breaches any law, or infringes any copyright or other intellectual property right.

Your warranty

11. You warrant that the services and goods will not create any liability for us or result in any claim against us (including, for the avoidance of doubt, any claim for copyright infringement).

Indemnity

12. You must indemnify us against all losses, costs and expenses (including legal costs on a solicitor and client basis) that we suffer directly or indirectly because you breach any of the warranties in clause 11.

Screens

13. We will hold screens for up to three months (or any longer period agreed in writing). Screens remain our property unless we agree otherwise in writing.

Variations to the job

14. We will carry out any reasonable variation you request, but only if you ask for it in writing and you and we agree the changed contract price in writing.

Copyright

15. We own copyright in any artwork we create or supply until you have paid the full contract price and all other amounts owing.

Payment

16. You must pay the full contract price when the services are completed and before you collect the goods (unless you have a current credit account with us).

Samples

17. We may, at our discretion, send sample garments or materials. You must pay for the garments and courier costs in advance. If you return the samples in as-new condition with original packaging within two weeks and they are not needed for the final order, we will refund the cost of the garments. You must pay the courier costs for returning unwanted samples. Samples not returned within two weeks will be invoiced to you in full. All decisions about samples are at our discretion.

Suspension of work

18. If you do not pay on time, we may suspend any other work or supply of goods or services to you, without affecting our other rights for late or non-payment.

Default interest

19. If you do not pay on time, you must pay interest on the overdue amount at 15% per annum (calculated daily) from the due date until payment is received in full. This is in addition to our other rights.

No set-off or deduction

20. You may not withhold payment or make any deduction from the contract price without our prior written consent.

Completion dates

21. Any date we give you for completion is an estimate only and is not essential to the contract. We will use reasonable efforts to meet any agreed date but are not liable for any delay.

Credit assessment and security

22. If we reasonably consider your credit position unsatisfactory at any time, we may require security for payment and may suspend work until adequate security is provided. You must pay all costs we incur because of the suspension and any restart.

Collection costs

23. You are responsible for all costs and legal fees (on a solicitor-and-client basis) that we incur in recovering any amounts you owe us.

Interest on collection costs

24. Interest at 15% per annum (calculated daily) is payable on any collection costs or expenses from the date we incur them.

Default

25. If you fail to pay any amount when due, or if you become bankrupt, enter a compromise with creditors, or (if a company) take any step that could lead to liquidation or receivership, we may (without affecting our other rights):

(a). suspend or immediately terminate the contract; and

(b). require immediate payment for all work done and goods supplied up to that point, plus any other amounts owing.

26. Suspension does not prevent us from later terminating the contract.

Ownership (title)

27. Ownership of any goods we supply does not pass to you until you have paid the full contract price and all other amounts owing under the contract.

Right to repossess

28. If you breach any term of the contract, we may (without notice) enter any premises where the goods are located and take possession of them. You irrevocably authorise us, our directors, employees and agents to enter those premises for this purpose.

No liability for repossession

29. We are not liable for any loss, damage, cost or expense you suffer because we exercise our repossession rights under clause 28.

Indemnity for repossession

30. You indemnify us and our directors, employees and agents against all claims, damages, penalties, losses and costs (including legal costs) arising from or connected with us exercising our repossession rights.

Sale of repossessed goods

31. We may sell any repossessed goods and apply the proceeds towards what you owe. You must pay, on demand, all costs we incur (including transport and storage), plus interest at 15% per annum (calculated daily) from the date we incur those costs.

Risk

32. Risk in the goods passes to you as soon as the goods are ready for collection.

Failure to collect

33. If you refuse or fail to collect the goods when they are ready, you must still pay the full contract price. We may also charge reasonable storage costs if you fail or refuse to collect or indicate that you will not collect.

Delivery and courier costs

34. You are responsible for all courier or delivery costs to get the goods to you.

Security interest and PPSA

35. You acknowledge that these terms create a security interest in the goods (and any proceeds) in favour of us, and that these terms form a security agreement for the purposes of the PPSA.
36. You agree to do anything we reasonably require (including signing documents and providing information) to ensure the security interest is perfected and remains perfected.
37. You waive your right to receive a verification statement confirming registration of any financing statement or financing change statement.
38. To the extent permitted by law, you agree that the following sections of the PPSA do not apply to these terms or the security interest: 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 126, 127, 129, 131 and 132.

Force majeure

39. We are not liable for any failure or delay in performing our obligations if the failure or delay is caused by events beyond our reasonable control (force majeure). We will resume performance as soon as reasonably practicable after the force majeure event ends.

Inspection and acceptance

40. You must inspect the goods within 3 days of collecting or receiving the goods. If you do not give us written notice of any claim within that time, you are deemed to have accepted the goods and services as satisfactory.

Dimensions, specifications and colour matching

41. Any dimensions, specifications or colour references are estimates only. Unless we expressly agree otherwise in writing, goods and services need not match exactly. Reasonable (or customary) tolerances are allowed. We do not guarantee an exact match between a proof/PMS colour and final print due to variations in materials and processes. Where you supply goods or materials, we give no warranty as to their suitability for the services.

Cancellation policy

42. You may cancel an order only before we begin production or printing. If you cancel after production has started, we may retain all or part of any deposit or payments made, and you remain liable for any costs we have already incurred (including materials and set-up costs). We will not accept cancellations once the goods have been printed or dispatched.

Shipping

43. All shipping or courier costs are your responsibility and are payable in addition to the contract price. We will arrange shipping using a reputable carrier, but we are not liable for any delays, loss, or damage once the goods leave our premises (risk passes to you when the goods are ready for collection or dispatch). You must inspect the goods promptly upon receipt.

Refunds and returns

44. Because our goods are custom-made to your specifications, we do not offer refunds or returns for change of mind, incorrect sizing, or errors in artwork and/or files that you approved (or failed to check during proofing).
45. We will only consider a refund, replacement, or credit in the following limited circumstances:

(a). the goods are faulty or defective (for example, misprinted, significantly damaged, or do not meet reasonable quality standards for the agreed specifications); and

(b). you notify us in writing with clear details and photos of the issue within 3 days of collecting or receiving the goods.

46. If we agree the goods are faulty, we may (at our discretion):

(a). replace the faulty goods at our cost;

(b). issue a credit note; or

(c). refund the contract price for the faulty portion only.

47. You must return the faulty goods to us (at your cost unless we agree otherwise) in the condition received, and we must receive them within 14 days of our approval. We will not refund any shipping or courier costs you paid unless the fault is solely our responsibility and we deem the return shipping reasonable.
48. No refund will be given for any goods that have been used, altered, or damaged after delivery, or where the issue arises from materials or artwork you supplied.
49. This policy does not limit any rights you may have under the Consumer Guarantees Act 1993 where it applies.

Limitation of liability

50. Our total liability to you for any loss (including loss of profits or consequential loss), damage, injury or death caused by any act or omission (including negligence) is limited to the contract price.

Consumer Guarantees Act 1993

51. If you are acquiring the goods or services for business purposes, the Consumer Guarantees Act 1993 does not apply to the supply between us and you.

Privacy

52. You authorise us to collect information about you from any third party, and to disclose information about you to any third party (including credit or debt collection agencies), for purposes connected with our business, including credit assessment and debt collection.

Dispute resolution

53. If you have any dispute with us relating to the contract, you must promptly give us full written details of the dispute. You and we must then negotiate in good faith (and, if practical, meet) to try to resolve it.
54. If the dispute is not resolved within seven days (or any longer period both parties agree), it must be referred to mediation before any other proceedings are started.

Mediation procedure

55. The parties will appoint a mediator. If they cannot agree, the mediator will be appointed by the President of the New Zealand Law Society (or their nominee).
56. The parties must cooperate with the mediator to resolve the dispute.
57. If the dispute is settled, the parties must sign a written settlement agreement. That agreement is binding and overrides these terms if there is any conflict.
58. If the dispute is not resolved within 30 days after the mediator is appointed (or any longer period agreed in writing), mediation ends.
59. Statements made during mediation are confidential and cannot be used in any later arbitration or court proceedings (except as required by law).
60. If mediation ends without resolution, either party may start arbitration.

Arbitration

61. Any unresolved dispute will be referred to arbitration by a single arbitrator. If you and we cannot agree on an arbitrator within seven days, the President of the New Zealand Law Society (or their nominee) will appoint one. The arbitration will be conducted under schedules 1 and 2 of the Arbitration Act 1996.

No unreasonable delay

62. Neither party may unreasonably delay the dispute resolution process.

Continue performing during dispute

63. You must continue to perform all your obligations under the contract (including the matter in dispute) while the dispute is being resolved.

Exceptions to dispute resolution

64. Clauses 45 to 55 do not apply to:

(a). an application by either party for urgent interim or interlocutory relief; or

(b). any matter where these terms state that our decision is final.

Waiver

65. Our rights, powers and remedies remain fully enforceable even if we delay or choose not to enforce them. We are not considered to have waived any right unless the waiver is given in writing and signed by us or our authorised officer. Any waiver applies only to the specific matter and does not affect future rights.

No assignment by you

66. You may not assign any of your rights or obligations under the contract without our prior written consent.

Severability

67. If any clause is found to be illegal, void or unenforceable, it will be deleted and the rest of these terms will continue in full force.

Guarantee

68. In consideration of us entering into the contract with you, we may require that a guarantor guarantees the due and punctual performance of all your obligations under these terms and the contract. If so, each guarantor:

(a). agrees to perform the obligations as if they were you;

(b). waives all rights as surety (whether legal, equitable or statutory); and

(c). is jointly and severally liable as if primarily responsible.

69. Each guarantor acknowledges receiving a copy of these terms.

Governing law and jurisdiction

70. These terms, and any contract between you and us, are governed by the laws of New Zealand. The courts of New Zealand have exclusive jurisdiction to hear and determine any claim, dispute, or proceeding arising out of or in connection with these terms or any contract.

Entire agreement

71. These terms contain the entire agreement between us and you and override any conflicting statements in your order forms, emails or other documents.