“TGM” – means TGM Design Limited trading as TGM Creative;
“You” – means any customer of TGM who engages us to provide a quote, goods or services or contacts us to enquire about a quote or the provision of goods or services;
“We/Us” – means TGM Design Limited as TGM Creative
2. Any quotation provided by TGM for the provision of goods or services does not constitute an offer and cannot be accepted . If you request a quote and with a request to perform a job in accordance with a quotation, we may accept such request and any such acceptance will form a binding contract incorporating the terms of the relevant quotation (except to the extent we advise otherwise) and these Terms and Conditions.
3. Any quotation provided is based solely on information provided by you and does not include additional charges for administrative expenses such as couriers, tolls or extra materials which will be added to the quoted price where required. Where the final job differs from that anticipated or from your original instruction or there are delays outside of our control, or where the scope of our work or your requirements change, the additional cost of such changes or delays will be added to the price quoted for the goods or services you have requested.
4. If we incur any costs (including, by way of example only, labour and printing costs) due to incorrect information that you have provided, or your failing to report any errors in proofs we provide to you for checking before we commence final printing, we will be entitled to include such costs in any invoice we issue.
5. If at any time following your engagement of TGM you request that we cease work on a job without TGM being in breach of any the Terms of, we will be entitled to immediately cease work on that job and issue an invoice for the full agreed price and for any other costs/fees in incurred by us in accordance with these Terms of Trade.
6. If you require a job to be completed under urgency and in a time frame that we consider to less than our standard or reasonable time to provide the goods or services requested we may, at our sole discretion, charge a premium for the provision of such goods or services at a rate of 20% in addition to our standard price and/or any quoted price. We will advise at the time of providing a quote for the requested services or as soon as practicable thereafter if the timeframe for completion you require is subject to this premium.
7. You will be deemed to be have accepted and be satisfied with any goods or services that we supply to you unless you advise us otherwise within ten (10) days (if term 17 below applies), or a reasonable time (if term 17 below does not apply), of us supplying the relevant goods and/or services.
8. If you advise us that you are not satisfied with any goods or services that we have supplied to you in accordance with either clause 7 or clause 17 herein and we determine that such notice or advice is reasonable in the circumstances, we will remedy the relevant goods or services (which you will return to us at your expense, if required) within a reasonable time on the basis of the job previously agreed between you and us. If you request that the goods or services be varied otherwise than in accordance with the scope of the job previously agreed between you and us, we may choose not to perform such remedial work or we may submit a quotation of our costs to perform such remedial work.
9. If we are unable to complete a job in the prescribed or otherwise reasonable time due to circumstances beyond our reasonable control, we will give you notice of the cause and likely time of the delay and, provided we complete the job within a reasonable time (taking into account the nature and extent of the relevant cause of the delay), we will be deemed to have fully discharged our obligations to you and such delay will not result in or entitle you to any reduction of the quoted price in respect of the job.
10. A search fee may be charged if you ask us to endeavour to locate and supply files (which we have no obligation to keep, and which we may or may not in fact keep) after a job has been completed. This fee is payable even if we are unable to locate a file sought.
11. The purchase price and any additional fees incurred during the course of any job you have engaged us to carry out must be paid in full prior to the supply of final artwork or on completion of the job, unless we have agreed to open a credit account in your name prior to the commencement of the work. We may accept or decline a credit account application at our sole option and, if we accept such application, we may cancel any credit account held with us at any time.
12. If you hold a credit account with us, we will issue you with invoices for our work (which may include monthly, interim invoices) and you must pay such invoices by the 20th day of the month following the date of the relevant invoice (each such date a “Payment Date”), time being of the essence.
13. If any invoiced amount is not paid by the relevant Payment Date:
(a) that part of the invoiced amount that remains unpaid will attract interest at 16% per annum calculated daily from the relevant Payment Date until the invoiced amount is paid in full;
(b) you will pay us a $10.00 administration fee and reimburse any additional costs incurred by us (including, by way of example only, any legal costs on a solicitor own client basis) in enforcing our rights in respect of payment. Upon non-payment of the account we reserve the option to terminate this contract immediately and should we choose to do so TGM will not be liable for any actual or consequential loss or damages arising from such termination.
(c) we may cease work, and hold any work, on any job we may have agreed to perform for you (whether related to the relevant invoice or otherwise).
14. On payment of outstanding amounts, you will have the right to use the goods and/or services supplied by us to you for the purpose of your business (this does not include any goods and/or services that you have rejected). Your rights in respect of these Terms of Trade are personal to you and, unless otherwise agreed in writing, incapable of being assigned, licensed or otherwise used for the benefit or any other party.
15. We retain all intellectual property rights including but not limited to, copyright, trademark and patent rights if applicable, in any goods and/or services that we supply to you until the completion of our work and such time as the balance of any and all outstanding invoices is paid in full. Following the completion of our work and your payment in respect of the same all intellectual property rights will pass to you.
16. If, in the course of or for the purpose of us completing any work for you, you supply any drawings, sketches, designs or specifications, you supply to, you warrant that our use of the same will not infringe the rights (including intellectual property rights) of any person or entity and you indemnify us for any costs, expenses, damages or liability incurred by us arising directly or indirectly from any breach of such warranty.
17. If you are acquiring any goods or services from us for the purposes of a business, or if you are holding yourself out as acquiring any goods or services from us for the purposes of a business, you agree that the implied guarantees in the Consumer Guarantees Act 1993 will not apply to the relevant goods or services supplied by us to you.
18. Our liability to you in respect of any goods and/or services is limited, so far as is allowable by law, to the amount we have received from you for the relevant goods and/or services that are the direct cause of the proven liability.
19. If at any time TGM does not enforce any of these terms and conditions or grants the Retailer time or other indulgence, TGM shall not be construed as having waived that term or condition or its right to later enforce that or any other terms or conditions herein.
20. These Terms of Trade furnished to the you:
(a) constitute the entire understanding and agreement of the parties relating to the matters dealt with in it;
(b) supersede and extinguishes all prior agreements, statements, representations and understandings whether verbal or written between TGM and the you relating to the matters dealt with in these Terms of Trade; and
(c) may be varied at any time by mutual agreement in writing.
21. Where any provision of these terms and conditions are rendered void, unenforceable, or otherwise ineffective by operation or law then that shall not affect the enforceability or effectiveness of any other provision in these terms and conditions.
22. New Zealand law governs agreement and the parties submit to the exclusive jurisdiction of the New Zealand courts.