Display Tactix (2003) Limited – Terms & Conditions of Trade
1.1 “Seller” shall mean Display Tactix (2003) Limited its successors and assigns or any person acting on behalf of and
with the authority of Display Tactix (2003) Limited.
1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as
described on any quotation, work authorisation or other form as provided by the Seller to the Customer.
1.3 “Guarantor” shall mean that person (or persons) who agrees to be liable for the debts of the Customer on a
principal debtor basis.
1.4 “Goods” shall mean all Goods supplied by the Seller to the Customer (and where the context so permits shall
include any supply of Services as hereinafter defined) and includes Goods described on any invoices, quotation,
work authorisation or any other forms as provided by the Seller to the Customer.
1.5 “Services” shall mean all services supplied by the Seller to the Customer and includes any advice or
recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the price payable for the Goods as agreed between the Seller and the Customer in accordance
with clause 3 of this contract.
2.1 Any instructions received by the Seller from the Customer for the supply of Goods and/or the Customer’s
acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable
for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can
only be amended with the written consent of the Seller.
2.4 The Customer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of
ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s
details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice).
The Customer shall be liable for any loss incurred by the Seller as a result of the Customer’s failure to comply with
2.5 Goods are supplied by the Seller only on the terms and conditions of trade herein to the exclusion of anything to
the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that
purport to override these terms and conditions of trade.
3. Price And Payment
3.1 At the Seller’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by the Seller to the Customer in respect of Goods supplied; or
(b) the Seller’s quoted Price (subject to clause 3.2) which shall be binding upon the Seller provided that the
Customer shall accept the Seller’s quotation in writing within thirty (30) days.
3.2 The Seller reserves the right to change the Price in the event of a variation to the Seller’s quotation.
3.3 At the Seller’s sole discretion:
(a) payment shall be due on delivery/completion of the Goods; or
(b) payment for approved Customers shall be due twenty (20) days following the end of the month in which a
statement is posted to the Customer’s address or address for notices.
3.4 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no
time is stated then payment shall be due twenty (20) days following the date of the invoice.
3.5 Payment will be made by cash, or by cheque, or by any other method as agreed to between the Customer and the
3.6 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly
included in the Price.
4. Delivery Of Goods
4.1 At the Seller’s sole discretion delivery of the Goods shall take place when:
(a) the Customer takes possession of the Goods at the Seller’s address; or
(b) the Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods
are delivered by the Seller or the Seller’s nominated carrier).
4.2 At the Seller’s sole discretion the costs of delivery are in addition to the Price.
4.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered
for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Seller shall
be entitled to charge a reasonable fee for redelivery.
4.4 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
4.5 The Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Goods (or
any of them) promptly or at all, where due to circumstances beyond the control of the Seller.
5.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer,
the Seller is entitled to receive all insurance proceeds payable for the Goods.
The production of these terms and Display Tactix (2003) Limited – Terms & Conditions of Trade conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the
need for any person dealing with the Seller to make further enquiries.
6.1 The Seller and Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid the Seller all amounts owing for the particular Goods; and
(b) the Customer has met all other obligations due by the Customer to the Seller in respect of all contracts between
the Seller and the Customer.
6.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of
payment has been honoured, cleared or recognised and until then the Seller’s ownership or rights in respect of the
Goods shall continue.
6.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment
and all other obligations of the Customer are met; and
(b) until such time as ownership of the Goods shall pass from the Seller to the Customer the Seller may give notice
in writing to the Customer to return the Goods or any of them to the Seller. Upon such notice being given the
rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(c) the Customer is only a bailee of the Goods and until such time as the Seller has received payment in full for the
Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including
the amount the Customer owes to the Seller for the Goods, on trust for the Seller; and
(d) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other
products, the parties agree that the Seller will be the owner of the end products; and
(e) if the Customer fails to return the Goods to the Seller then the Seller or the Seller’s agent may (as the invitee of
the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any
premises where the Goods are situated and take possession of the Goods, and the Seller will not be liable for
any reasonable loss or damage suffered as a result of any action by the Seller under this clause.
7. Personal Property Securities Act 1999 (“PPSA”)
7.1 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) a security interest is taken in all Goods previously supplied by the Seller to the Customer (if any) and all Goods
that will be supplied in the future by the Seller to the Customer.
7.2 The Customer undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate
and up-to-date in all respects) which the Seller may reasonably require to register a financing statement or
financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement
or financing change statement on the Personal Property Securities Register or releasing any Goods charged
(c) not register a financing change statement or a change demand without the prior written consent of the Seller;
(d) immediately advise the Seller of any material change in its business practices of selling the Goods which would
result in a change in the nature of proceeds derived from such sales.
7.3 The Seller and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to
these terms and conditions.
7.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of
7.5 Unless otherwise agreed to in writing by the Seller, the Customer waives its right to receive a verification statement
in accordance with section 148 of the PPSA.
7.6 The Customer shall unconditionally ratify any actions taken by the Seller under clauses 7.1 to 7.5.
8. Security And Charge
8.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of
being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or
several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all
amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the
Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where
appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations
payable hereunder have been met.
(b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the
Customer and/or Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements
including legal costs on a solicitor and own client basis.
(c) the Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or
the Seller’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary
acts to give effect to the provisions of this clause.
9. Customer’s Disclaimer
9.1 The Customer hereby disclaims any right to rescind, or cancel any contract with the Seller or to sue for damages or
to claim restitution arising out of any inadvertent misrepresentation made to the Customer by the Seller and the
Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and judgment.
10.1 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the
essence) notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the
description or quote. The Customer shall afford the Seller an opportunity to inspect the Goods within a reasonable
time following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to
comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective
Goods, which the Seller has agreed in writing that the Customer is entitled to reject, the Seller’s liability is limited to
either (at the Seller’s discretion) replacing the Goods or repairing the Goods.
10.2 Goods will not be accepted for return other than in accordance with 10.1 above.
10.3 The cost of the return of the goods, (damage and replacement goods) has be be covered by the Customer. The Customer is also responsible for the condition of the goods until received from the Seller.
10.4 Goods which have been purchase online, have to be return first before a replacement will be sent. Also the cost of the return of the goods have to be covered be the customer. The Seller has the right to charge 10% of the total value as a return and handling fee.
11.1 Subject to the conditions of warranty set out in Clause 11.2 the Seller warrants that if any defect in any
workmanship of the Seller becomes apparent and is reported to the Seller within thirty (30) days of the date of
delivery (time being of the essence) then the Seller will either (at the Seller’s sole discretion) replace or remedy the
11.2 The conditions applicable to the warranty given by Clause 11.1 are:
(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) failure on the part of the Customer to properly maintain any Goods; or
(ii) failure on the part of the Customer to follow any instructions or guidelines provided by the Seller; or
(iii)any use of any Goods otherwise than for any application specified on a quote or order form; or
(iv)the continued use of any Goods after any defect becomes apparent or would have become apparent to a
reasonably prudent operator or user; or
(v) fair wear and tear, any accident or act of God.
(b) the warranty shall cease and the Seller shall thereafter in no circumstances be liable under the terms of the
warranty if the workmanship is repaired, altered or overhauled without the Seller’s consent.
(c) in respect of all claims the Seller shall not be liable to compensate the Customer for any delay in either
replacing or remedying the workmanship or in properly assessing the Customer’s claim.
12. Consumer Guarantees Act 1993
12.1 If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the
provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by the Seller to the
13. Intellectual Property
13.1 Where the Seller has designed, drawn or written Goods for the Customer, then the copyright in those designs and
drawings and documents shall remain vested in the Seller, and shall only be used by the Customer at the Seller’s
13.2 The Customer warrants that all designs or instructions to the Seller will not cause the Seller to infringe any patent,
registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the
Seller against any action taken by a third party against the Seller in respect of any such infringement.
14. Default & Consequences Of Default
14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of
payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Seller’s sole discretion such
interest shall compound monthly at such a rate) after as well as before any judgment.
14.2 In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any
dishonour fees incurred by the Seller.
14.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Seller from and
against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor
and own client basis and the Seller’s collection agency costs.
14.4 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any
obligation (including those relating to payment) the Seller may suspend or terminate the supply of Goods to the
Customer and any of its other obligations under the terms and conditions. The Seller will not be liable to the
Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this
14.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten
percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for
administration fees which sum shall become immediately due and payable.
14.6 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any
order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for
payment, become immediately payable in the event that: Display Tactix (2003) Limited – Terms & Conditions of Trade
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to
meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an
arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the
Customer or any asset of the Customer.
15.1 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any
time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Seller shall
repay to the Customer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage
whatsoever arising from such cancellation.
15.2 In the event that the Customer cancels delivery of the Goods the Customer shall be liable for any loss incurred by
the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.
16. Privacy Act 1993
16.1 The Customer and the Guarantor/s (if separate to the Customer) authorises the Seller to:
(a) collect, retain and use any information about the Customer and/or Guarantors, for the purpose of assessing the
Customer’s and/or Guarantors creditworthiness or marketing products and services to the Customer and/or
(b) disclose information about the Customer and/or Guarantors, whether collected by the Seller from the Customer
and/or Guarantors directly or obtained by the Seller from any other source, to any other credit provider or any
credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying
a default by the Customer and/or Guarantors.
16.2 Where the Customer and/or Guarantors are an individual the authorities under clause 16.1 are authorities or
consents for the purposes of the Privacy Act 1993.
16.3 The Customer and/or Guarantors shall have the right to request the Seller for a copy of the information about the
Customer and/or Guarantors retained by the Seller and the right to request the Seller to correct any incorrect
information about the Customer and/or Guarantors held by the Seller.
17.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence,
legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
17.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand
and are subject to the jurisdiction of the courts of Wellington.
17.3 The Seller shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or
expense (including loss of profit) suffered by the Customer arising out of a breach by the Seller of these terms and
17.4 In the event of any breach of this contract by the Seller the remedies of the Customer shall be limited to damages
which under no circumstances shall exceed the Price of the Goods.
17.5 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be
owed to the Customer by the Seller nor to withhold payment of any invoice because part of that invoice is in
17.6 The Seller may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
17.7 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there
is to be any change to these terms and conditions, then that change will take effect from the date on which the
Seller notifies the Customer of such change.
17.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action,
fire, flood, drought, storm or other event beyond the reasonable control of either party.
17.9 The failure by the Seller to enforce any provision of these terms and conditions shall not be treated as a waiver of
that provision, nor shall it affect the Seller’s right to subsequently enforce that provision.