Terms Governing The Use Of Our Services

1. Definitions In these terms of trade

€œAccount€ means the Customer’€™s account with the Vendor. €œCustomer€ means the person or entity making the application or any person acting with ostensible authority on behalf of the customer. €œFlyerlink Non-Production Days€ are days in which the production hub is non-operational. (i.e. these days may have an impact on delivery turnarounds at times like Christmas). €œGoods€ means goods supplied by the Vendor to the Customer at any time. €œGuarantor€ means any party executing a Guarantee of the Customer’s Account with the Vendor. Order€ or €œOrders€ means the order or orders of the Customer to the Vendor to supply Goods and Services. “PPSA” means the Personal Property Securities Act 1999.  Services€ means services supplied by the Vendor to the Customer at any time. €œVendor€ means the Redshift re-seller. €œWorking Days€ means Mondays to Fridays, with the exception of statutory public holidays and including provincial anniversary holidays pertaining to the region in which the Redshift re-seller operates and including Wellington Anniversary being the domicile region of the Redshift Limited production hub and stated Flyerlink Non-Production Days.

2. Orders

Orders will be on such forms as the Vendor may require from time to time.

3. Acceptance

Each Order shall constitute acceptance by the Customer of these Terms and Conditions of Trade.

4. Price variation

Price estimates are based on the Vendor’€™s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs.

5. Preliminary work

All work carried out, whether experimentally or otherwise, at customer’€™s request shall be chargeable.

6. Copy

Where any additional work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or legible, the Vendor shall be entitled to make additional charges on a time and materials basis to cover such additional work.

7. Proofs

Proofs of all work may be submitted for customer’€™s approval and the Vendor shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to the Vendor’€™s discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis.

8. Copyright

9. Health and Safety in Employment Act 1992

The Vendor shall be responsible for the actions of its employees in terms of section 15 of the Health and Safety in Employment Act 1992 (“HSEA”). The Customer shall be responsible for compliance with the HSEA in respect of the Customer’s site and shall advise the Vendor prior to commencement of any work of any hazards on the Customer’s site.

10. Delivery and payment

Turnaround is measured in Working Days. For orders made on a Guaranteed Turnaround service (being orders guaranteed to be ready within a certain period (the €œGuaranteed Period), delivery (as more particularly described in paragraph 9(b) below) will be made no later than 5pm on the last Working Day of the Guaranteed Period. Should the Vendor fail to deliver within the Guaranteed Period (see also paragraph 10 Variations in quantity), a service €˜credit€™ will be awarded up to the value of the order in question (redeemable against future orders within 6 months of issue of the Credit in question) (the €œCredit€). The customer will still be obliged to pay in full for the order in respect of which delivery was late, including any of the sums charged specifically for the provision of the Guaranteed Turnaround Service (€œthe Premium Charges€). Where the late delivery is as the result of the action or inaction of a third party, such as a carrier, the Vendor, at their absolute discretion, may elect to extend the Turnaround by one Working Day and the customer shall not be awarded a Credit during this time.

In addition:

11. Variations in quantity

Every endeavour will be made to deliver the correct quantity ordered. However some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations are immaterial and that the Vendor shall have no liability in respect of such variations. For other variations the Vendor’™s entire liability will be to award a Credit. The table below sets out the circumstances under which a Credit will be awarded:

up to 1,000 Shortage up to 10% 11% to 20% 21% to 25%*
up to 5,000 Shortage up to 7% 8% to 15% 16% to 23%*
up to 20,000 Shortage up to 5% 6% to 12% 13% to 21%*
above 20,000 Shortage up to 4% 5% to 10% 11% to 20%*

*The Customer’€™s sole remedy in respect of shortages above these quantities (€Additional Shortages€) will be a re-print of the entire shortage quantity of the relevant work, to be undertaken by the Vendor within a reasonable period of time. The Customer shall not be entitled to a Credit in respect of an Additional Shortage.

12. Claims

Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Vendor and the carrier within three clear days of delivery (or, in the case of non-delivery within 28 days of despatch of the goods) and any claim in respect thereof ‘must be made in writing to the Vendor and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to the Vendor within 28 days of delivery. The Vendor shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

13. Liability

14. Standing material

15. Customer’€™s property

The customer’€™s property and all property supplied to the Vendor by or on behalf of the customer shall while it is in the possession of the Vendor or in transit to or from the customer be deemed to be at the customer’€™s risk unless otherwise agreed and the customer should insure such property accordingly. Where a customer fails to collect work within 20 working days from notification to the customer of completion of the work, the Vendor shall be entitled, at its discretion, to either store the work until actual delivery or collection is made and charge the customer for the costs (including insurance) of storage or to destroy such work (provided that the customer shall nevertheless remain liable for payment in respect of the relevant order).

16. Materials supplied by the customer

The Vendor may reject any paper, plates or other materials supplied or specified by the customer which it considers to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Vendor in ascertaining the unsuitability of the materials then that amount shall not be charged to the customer.

17. Illegal matter

The Vendor shall not be required to print any matter which in its opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights or any third party. Without prejudice to paragraph 7 above, the customer shall indemnify and hold the Vendor harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be defamatory.

18. Periodical publications

Save in respect of a material breach and/or in the event that a claim arises under any indemnity set out above a contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Without prejudice to the foregoing, the Vendor may terminate any such contract forthwith should any sum due there-under remain unpaid for a period of 7 or more days from its due date.

19. Full colour printing

All reasonable efforts shall be made to obtain the best possible colour reproduction on customer’s work but variation is inherent in the print process and it is understood and accepted as reasonable that, the Vendor shall not be required to guarantee an exact match in colour or texture between the customer’€™s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by Vendor or other party) or any other materials supplied by the customer and the printed article the subject of the customer’™s order.

20. Data Protection

By placing an order with the Vendor, the customer consents to its details being passed on to PrintStopPlus Limited for accounting and marketing purposes. The details will be kept by PrintStopPlus Limited even after the customer’s trading relationship with the Vendor has terminated. PrintStopPlus Limited and the Vendor may use the customer’s personal data to let customers know about goods and services similar to the goods or services provided to the customer previously and any others matters that PrintStopPlus Limited or the Vendor considers may be of interest to customers.

21. Taxes and Duties

Unless expressly included in any quotation given by the Vendor, Goods and Services Tax and other taxes and duties assessed or levies in connection with the supply of the Goods and Services to the Customer are not included in the price and shall be the responsibility of the Customer or, where the payment of such taxes or duties is the responsibility of the Vendor at law, the price shall be increased by the amount of such taxes or duties.

22. Payment Allocation

The Vendor may in its discretion allocate any payment received from the Customer towards any invoice that the Vendor determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer the Vendor may re-allocate any payments previously received and allocated. In the absence of any payment allocation by the Vendor, payment shall be deemed to be allocated in such manner as preserves the maximum value of the Vendor’€™s purchase money security interest in the products.

23. Errors or Omissions

Clerical errors or omissions, whether in computation or otherwise in the quotation, acknowledgement or invoice shall be subject to correction.

24. Risk

From the time of dispatch to the Customer by the Vendor, risk in all Goods supplied shall pass to the Customer and any loss, damage or deterioration to the Goods shall be borne by the Customer. The Customer shall notwithstanding any loss, damage or deterioration to the Goods remain liable to pay for the Goods.

25. Ownership/General Lien

26. Ownership

Until payment is made by the Customer, the Customer agrees to:

27. Merger with Other Goods

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 products and services shall remain with the Vendor 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 constituent of any new goods title to those new goods shall be deemed to be assigned to the Vendor as security for the full satisfaction by the Customer of the full amount owing by the Customer to the Vendor.

28. Export Prohibition

29. Recovery of Goods

30. Warranties

31. Compliance

The Customer shall be solely responsible for obtaining any necessary permits under and for compliance with all legislation, regulations, by-laws or rules having the force of law in connection with the installation operation and provision of the Goods and Services.

32. Cancellation

The Customer shall not be entitled to cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade.

33. Returns

The Customer shall not be entitled to return Goods or cancel an Order other than as allowed pursuant to these Terms and Conditions of Trade.

34. Personal Property Securities Act 1999

35. Security Interest

The Customer gives the Vendor a Security Interest in all of the Customer’€™s present and after-acquired property that the Vendor has performed services on or to or in which goods or materials supplied or financed by the Vendor have been attached or incorporated.

36. Events of Default

All payments shall become immediately due to the Vendor and the Vendor may at its option suspend or terminate these Terms and Conditions of Trade and/or exercise any of the remedies available to it under these Terms and Conditions of Trade in the event that:

37. Authority to Sell Goods and Services Supplied

Notwithstanding that title in all Goods and Services is retained by the Vendor, the Customer is authorised to sell the Goods and Services in the ordinary course of business provided that the authority may be removed by written notice if the Vendor considers the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations to the Vendor and shall be deemed automatically revoked if the Customer commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or a receiver is appointed for all or any assets of the Customer.

38. Sale of Goods and Services Supplied

39. Security

Without prejudice to such other rights as the Vendor may have pursuant to these Terms and Conditions of Trade, the Vendor reserves the right to request from the Customer such security as the Vendor may from time to time think desirable to secure to the Vendor all sums due to the Vendor and may refuse to supply further Goods and Services to the Customer until such security is given.

40. Liability

41. Suitability of Goods and Services

The Customer must satisfy itself that the Goods and Services as ordered are fit and suitable for the purpose for which they are required. The Vendor makes no warranties or representation and expressly negates any implied or expressed condition that the Goods and Services will be suitable for a particular purpose or use for which the Customer may use them. The Customer accepts all risk and responsibility for consequences arising from the use of the Goods and Services whether singularly or in combination with other Goods and Services.

42. Dimensions and Specifications

43. Electronic Images and/or Files

It is the customers responsibility to retain a copy of any electronic image or file supplied by the customer to the Vendor. The Vendor is not responsible for accidental damage to any electronic material supplied and such material is held at the customer’€™s risk. The Vendor may charge for any additional translating, editing or programming needed to utilise customer supplied files or images and such charges shall be in addition to the quoted price. Subject to clause 16 the customer’€™s own electronic records shall remain the property of the customer.

44. Personal Guarantee of Company Directors or Trustees

If the Customer is a Company or Trust, the Director(s) or Trustee(s) signing this contract, in consideration for the Vendor agreeing to supply Goods and Services and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally guarantee as principal debtors to the Vendor the payment of any and all moneys now or hereafter owed by the Customer to the Vendor and indemnify the Vendor against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in these Terms and Conditions of Trade. The signatories and the Customer shall be jointly and severally liable under these Terms and Conditions of Trade and for payment of all sums due here-under.

45. Assignment

46. Disputes

47. Notices

All notices required or committed under these Terms of Trade are to be served as provided in sections 353, 359, 360 and 361 of the Property Law Act 2007 and section 387 of the Companies Act 1993, or by facsimile, in which case notice is deemed to be given the day after sending.

48. Validity

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.

49. Changes of General Terms and Conditions

50. Force Majeure

Neither the Vendor nor the Customer will be liable to the other for any breach of this Agreement by any extraordinary occurrences which are beyond the reasonable control of the party in question.

51. Entire Agreement

These Terms and Conditions of Trade constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Vendor and the Customer.

52. Other Agreements

If there is inconsistency between these Terms and Conditions of Trade and any order submitted by the Customer or any other arrangement between the Vendor and Customer, these Terms and Conditions of Trade prevail unless otherwise agreed in writing by the parties.

53. Governing Law

These Terms and Conditions of Trade will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction over any dispute in relation to the Goods and Services.