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ENGRAVING SYSTEMS 2020 LIMITED

TERMS OF TRADE


In these Terms of Trade we have used we, us and our to refer to Engraving Systems 2020 Limited and you to refer to our customer. By ordering goods or services from us you agree to these Terms.


  1. DELIVERY
    1. Unless we agree otherwise, Goods must be collected from our premises.
    2. If we have given you a time for collection of the Goods (or any part of them), such time is approximate only and is not deemed to be of the essence.
  2. TITLE AND RISK
    1. We will retain title to Goods we supply until they have been paid for in full and you have performed all your other obligations under these Terms.
    2. Risk in all Goods passes to you when the Goods are collected
  3. PRICE
    1. All prices are plus GST and other taxes and duties, which will be paid by you. 
    2. Our prices are subject to change without notice. 
    3. Unless we agree otherwise in writing, the amount you will be charged will be the price as at the date of collection. 
    4. If we provide a quotation to you, it is based on information available to us at that time and we may charge you more than the amount quoted if our costs (eg the amount we pay for the Goods or any part of them or the cost of transport, tax, exchange rates or other costs) or the specifications change. Unless otherwise agreed in writing, prices are quoted exclusive of GST.
  4. PAYMENT
    1. When you make an order for Goods at our premises you agree to pay a minimum 50% deposit for those Goods if we require it.
    2. You must pay the balance for the Goods on their collection, unless we otherwise agree with you in writing.
    3. When you make an order for Goods online you must pay the full amount due at the time of the order.
    4. We are under no obligation to supply Goods to you on credit. If we grant you credit, you agree to pay our invoices within 14 days from the date of the invoice, unless we otherwise agree in writing.
    5. You agree to give any securities as we may from time to time require, in the form required by us, and to comply with all of your obligations under those securities. 
    6. We may notify you at any time that we are going to stop supplying Goods to you on credit. This will be without prejudice to your obligation to pay amounts owing. 
    7. All payments will be made without set-off or deduction. Receipt of a cheque, bill of exchange, or other negotiable instrument will not constitute payment and you remain liable for payment until payment is received by us. 
    8. We may apportion payments to outstanding accounts as we see fit.
  5. DEFAULT
    1. You will be in Default if:
      1. you fail to pay an amount due under these Terms by the due date for payment; or 
      2. you commit a breach of any of your other obligations under these Terms, the Security or the terms of any other contract you have entered into, or enter into in the future, with us; or
      3. you become insolvent, are wound up, have a receiver appointed, enter into any composition or arrangement with your creditors, do any act which would render you liable to be placed in liquidation or have a receiver appointed over your property, commit an act of bankruptcy, cease to be of full legal capacity, or die; 
      4. Goods that we have retained title to are at risk; or 
      5. an event or a series of events (whether related or not) occurs which, in our opinion, may cause a material adverse change in your ability to meet your obligations to us.
    2. If you are in Default then we may, at our option, do any one or more of the following:
      1. charge you default interest at 15% per annum on any late payments calculated on a daily basis from the due date until the date payment is received;
      2. require you to remedy the default in the manner and within a period that we tell you;
      3. require you to pay to us all amounts you owe us immediately;
      4. suspend or terminate your account with us;
      5. enforce security interests created by these Terms;
      6. exercise any rights that we have under these Terms or that are available to us at law. 
    3. We may suspend or terminate your account with us at any time in our sole discretion. If your account is terminated, you must immediately pay us any amount you owe us. Termination will not affect any of our rights that have arisen before termination.
  6. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)
    1. Clause 2.1 creates a security interest in Goods we supply to you. 
    2. You will not grant any other security interest or any lien over Goods that we have a security interest in. 
    3. At our request you will promptly sign any documents and do anything else required by us to ensure our security interest constitutes a first ranking perfected security interest in the Goods. 
    4. We may at any time enter your premises and properties to uplift Goods that we have a security interest in. 
    5. If Goods that we have a security interest in are processed, included or dealt with in any way causing them to become accessions, processed or commingled Goods, our security interest will continue in the whole in which they are included. You will not grant any other security interest or any lien in either the Goods or in the whole. 
    6. You waive any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, and 133 of the PPSA. 
    7. You waive your right to receive a copy of any verification statement (as that term is defined in the PPSA).
    8. You will give us prior written notice of any proposed change of your name or address.
  7. WARRANTIES
    1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations on us which cannot by law (or which can only to a limited extent by law) be excluded. Other than as expressly provided for in these Terms, we exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
    2. Where you acquire goods and/or services from us for the purposes of a business:
      1. the parties acknowledge and agree that:
      2. you are acquiring the goods and/or services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the Consumer Guarantees Act 1993;
      3. the goods and/or services are both supplied and acquired in trade for the purposes of the Fair Trading Act 1986 and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations); and
    3. you agree that all warranties, conditions, and other terms implied by the Consumer Guarantees Act 1993 or sections 9, 12A, and 13 of the Fair Trading Act 1986 are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by this clause.
  8. LIMITATION OF LIABILITY
    1. Except as expressly otherwise provided by clauses 7.1 or 7.2, we will not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort, or otherwise and whether such loss or damage arises directly or indirectly from Goods provided by us to you. 
    2. To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach of these Terms or for any other reason, such liability is limited to the amount of the price of the Goods concerned. 
    3. If Goods are returned by you, or if you make a claim in writing to us in relation to Goods provided, we may, in our discretion, repair or replace the Goods, or refund the price of those Goods to you, provided that:
      1. the Goods must be returned or the claim must be made in writing to us within 14 days from the date of delivery or collection from our premises; and
      2. you must supply the date and number of any invoice relating to the Goods; and
      3. we must be given a reasonable opportunity to inspect the Goods provided.
  9. PRIVACY OF INFORMATION
    1. You authorise us:
      1. to collect, retain and use information about you from any person for the purpose of assessing your creditworthiness;
      2. to disclose information about you:
        1. to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to us;
        2. to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies and powers under these Terms.
  10. NOTICES
    1. Any notice may be given by phone, in person, posted, or sent by fax or email to you or where you are a company, to any of your directors.
  11. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
    1. You will at all times treat as confidential all non-public information and material received from us and will not publish, release, or disclose the same without our prior written consent. For clarity, confidential information includes any new Intellectual Property and prices. 
    2. If any work is to be undertaken based on your designs, you warrant that the undertaking of that work by us will not infringe any third party’s Intellectual Property rights and you indemnify us against any loss, liability, costs and expenses in the event of any claim being made that the work infringes any Intellectual Property rights of any other person.
    3. All Intellectual Property rights in work created by us will be owned by us.  On payment of all amounts owing to us in accordance with these Terms of Trade, we will grant to you a perpetual, non-exclusive, worldwide, transferable, royalty-free licence to use  that work. 
  12. COSTS
    1. You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms.
  13. CREDIT INFORMATION
    1. You consent to us, or any financier or credit-rating agency, making enquiries of and obtaining any information about your financial standing and credit worthiness.
  14. JURISDICTION
    1. These Terms are governed by and construed according to the laws of New Zealand and, subject to clause 15, the parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of these Terms. 
  15. DISPUTES
    1. Any claim or dispute arising under these Terms will be determined by arbitration under the Arbitration Act 1996 if the parties are unable to resolve such dispute themselves within one (1) month of the dispute arising. However, nothing in this clause prevents either party from taking immediate steps to seek any equitable relief before the New Zealand courts.
  16. FORCE MAJEURE
    1. We will not be liable for any failure or delay in complying with any obligation imposed on us under these Terms if the failure or delay arises directly or indirectly from a cause reasonably beyond our control.
  17. SURVIVAL
    1. This clause 17 and clauses 2, 4, 7, 8, 9, 10, 11, 12, 14, 15, and 19 and any other provision which by its nature is intended to survive the termination or expiration of these Terms will survive the termination or expiration of these Terms or provision of the Goods.
  18. GENERAL
    1. These Terms supersede and cancel any earlier representations, warranties, understandings and agreements (whether oral or written), and together with your request for Goods constitute the entire agreement between us and you.
    2. You may only assign, sell, or otherwise dispose of any right or obligation under these Terms if we consent in writing first.
    3. No failure or delay by us to exercise (in whole or in part) any right, power or remedy under these Terms will operate as a waiver of that right, power or remedy. 
    4. We may change these Terms at any time. Any change applies from when it is published on our website engravingsystems.co.nz. 
  19. DEFINITIONS
    1. In these Terms unless the context otherwise requires:
      Default has the meaning set out in clause 5.1. 
      Goods includes any associated services and standalone services that we supply. 
      Intellectual Property means all intellectual property rights including, without limitation, copyright, patent and design rights, drawings, documents, data, ideas, procedures, calculations and all other statutory and common law rights and interests. 
      Security means all existing and future security held by us that secures your obligations under these Terms.