Terms of Trade for Purchase of Goods and Services from D for Design Ltd

 

1. Definitions

“Goods” means all materials, product and custom made furniture supplied by us to you at your request from time to time, including the Services, except where the context otherwise requires.

“PPSA” means the Personal Property Securities Act 1999.

“Services” means all services including interior design services supplied by us to you at any time. The specific services we agree to provide you are outlined in our engagement letter(s).

“We” “our" and “us” means D for Design Limited, its successors and assigns, or any person acting on behalf of and with the authority of D for Design Limited.

“You” means the customer or client buying the Goods.

 

2. Interpretation

In this Agreement, unless the context otherwise requires:

  1. these terms and conditions apply to all supplies of Goods and Services by us to you, unless we agree in writing to change them. They prevail over any terms proposed by you. If you accept delivery of Goods from us, you have accepted these terms

  2. all money sums mentioned in this agreement are calculated net of GST, which will be charged when payment is due

  3. these terms and conditions apply in any event to you as a buyer or prospective buyer of our Goods and Services and, so far as the context allows, to you as a visitor to our Website.

 

3. Price and Payment Terms

Unless otherwise agreed in writing, you must pay in full for:

  1. the purchase price of product/furniture orders upon acceptance of the quote

  2. any delivery charges for the product/furniture from the supplier or manufacturer, unless included in the purchase price. We will use all reasonable efforts to specify these delivery charges at the time we provide you with quotes for product/furniture, but otherwise these will be included in our invoice if the supplier or manufacturer is not able to provide these in advance.

  3. our Services, within 7 days from the date of each invoice (interim and final invoices)

  4. 50% deposit immediately for custom made orders, before the order will be processed. The full balance of payment is due prior to the delivery of the Goods. Once payment has been received and cleared we will begin processing your order and contact you via email with an estimated delivery date.If we specify a fixed fee in our engagement letter, we will charge this for the agreed scope of our Services. Work which falls outside that scope will be charged on any hourly rate basis set out in our engagement letter.

 

All invoices are net and due and payable in full and without any reduction or set off, as per the accepted quotation within seven days from the date of invoice.

We may charge you interest on overdue amounts at 2% per month, or part thereof, and you will be responsible for all costs incurred by us in recovering such monies. If you owe any money to us, we have a full right of set off for any monies we may owe you.

We may change our quoted prices upon notice if our costs fluctuate materially, or if we have made a clerical, or computer error, or for any other reasons beyond our control.

If full payment is not made on the due date, then without prejudice to any other remedies we may have, we may cancel or withhold supply of any further Goods or Services.

4. Ownership of Goods

Goods remain our property until you have paid for them in full.While any moneys are owing to us:

  1. you hold the Goods supplied as fiduciary for us and will keep the goods safely stored and fully insured at your own cost

  2. if you resell the Goods supplied, the proceeds of any resale will belong to us and you will pay the same into a separate account for us

  3. if any insurance claim is made for any Goods supplied by us, you will pay us the proceeds of any insurance claim. Any balance outstanding remains payable by you in accordance with Clause 3, and

  4. you give us permission to enter your premises where the Goods are stored to remove them and sell them. You are liable for all costs incurred by us (including transportation and storage charges) in entering and removing the Goods.

 

5. Care of Goods

Some Goods sold by us are subject to changes, e.g. shrinkage, stretching, fading, batch differences, variation from supplied sample, etc. Manufacturers may supply information about the care of your products and these can be made available if you are unsure about such changes. Any liability for the product supplied is with the manufacturer or supplier and our liability is limited to the costs paid by us for the particular product or item.

 

You are responsible for any samples on loan. If samples are not returned to us within the agreed time frame, charges may occur.

 

6. Delivery, insurance and defects

Risk in respect of the Goods sold shall pass to you when the Goods are delivered to you or your carrier, or the time you pay for the Goods, whichever is the earlier. It is not our responsibility to insure the Goods, even if we have arranged transportation of the Goods.

 

You are responsible for arranging and paying for insurance for all interior design furnishings, furniture, and all other materials during handling, moving and installation on-site.

 

If we have arranged transportation of the Goods by the supplier or manufacturer or using a freight company or other carrier, we will use all reasonable efforts to see that deliveries are made according to schedule. However we will not be responsible for delivery delays, loss or damage to the Goods. Any claims for lost, damage or delays in the delivery of the Goods will be between you and the supplier or manufacturer. But if we use a freight company, we will use all reasonable efforts to assist you to sort out any such claims. Please note that any claims for damage may be limited up to a maximum of $2000, so it is your responsibility to insure the Goods, even if we have arranged transportation of the Goods.

On receipt of the Goods please unwrap and check the Goods for damage or breakage before signing for them. The order must be checked while the driver is present.

Signing “subject to inspection” does not comply with the Carriage of Goods Act 1979 and will not be valid for making a claim. Damage/breakage must be stated on the consignment note and countersigned by the driver. Please take photos of any damage or defects to the Goods immediately.

You must notify us of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote within 24 hours of delivery time by email (sandy@dfordesign.co.nz). Failure to do so will mean that any transit insurance policy will be voided and the Goods will be presumed to be free from any defect or damage.

You must give us a reasonable time to inspect the Goods following delivery, if you believe the Goods are defective in any way and if you wish us to assist you in making a claim.

If the driver cannot take the product, you must hold the product pending collection. Carriers do not accept claims after seven (7) days.

You acknowledge that Goods supplied may:

a)    expand, contract or distort as a result of exposure to heat, cold, weather

b)    mark or stain if exposed to certain substances

c)     be damaged or disfigured by impact or scratching

d)    exhibit variations in shade tone, colour, texture, markings, veining, surface and finish

e)     fade or change colour over time.

 

7. Warranties and Liability

You acknowledge that we don’t provide any express guarantees (as defined in the Consumer Guarantees Act 1993) other than those expressly confirmed by us in writing. All warranties and representations in respect of Goods supplied by us are excluded, including (to the extent permitted by law) those expressed or implied by law.

 

If the Consumer Guarantees Act (CGA) applies, these terms and conditions shall be read subject to your rights under the CGA, provided that where you are acquiring Goods or services for business purposes, the CGA shall not apply.

Where we are liable to you, the maximum cost of any liability shall not in any circumstances exceed the value of the Goods or Services provided by us to you.

We will not be liable for:

  1. any incidental or consequential damages or loss arising of any kind

  2. any loss where you have changed or modified the Goods, misapplied the Goods or subjected them to unusual or non-recommended use, service or handling

  3. any loss caused by factors beyond our control

  4. any contractors or subcontractors agreements that you may enter into relating to the Goods

  5. any delays, acts or omissions made by tradespeople engaged by you, even if recommended by us

  6. faulty products purchased on your behalf. Manufacturer and Supplier warranties will apply as between you and the Manufacturer or Supplier. We are not obliged to engage in, initiate or support warranty claims.

8. Cancellation and Returns

Goods without fault cannot be returned without our express agreement and certain conditions may apply including supplier handling charges, as we may specify.

 

No order may be cancelled after you have received our written confirmation of your order. If you do so, in addition to any other rights we may have, we may retain the deposit paid.

We shall have the right to cancel any orders for Goods which we have accepted if:

  1. due to circumstances beyond our control it would be impractical or unreasonable to fullfill the order

  2. any information supplied by you is incorrect

  3. in our opinion, a satisfactory repair or result can’t be achieved. 

 

9. Ownership of Intellectual Property

Unless agreed otherwise we:

  1. will retain intellectual property rights and copyright of all designs produced by us

  2. reserve the right to photograph and publish pictures throughout all stages of the design process and after the completed project and the right to use the photos and the project to promote our business.

10. Security Interest

You agree that:

  1. by agreeing to these Terms, you grant a security interest to us in all Goods previously supplied by us to you (if any) and all after acquired Goods supplied by us to you (or for your account)

  2. these Terms shall apply notwithstanding anything, express or implied, to the contrary contained in your purchase order

  3. you will sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up-to-date in all respects) which we may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register

  4. you will not register a financing change statement or a change demand in respect to the Goods (as those Terms are defined in the PPSA) without our prior written consent.

 

11. Termination and Disputes

This agreement may be terminated at any time with written notice by either party. You agree that, if you terminate the agreement before its completion, you will pay us for any work done to date and any Goods purchased on your behalf.

 

We will do our best to settle any disputes amicably with you. Any dispute that cannot be settled amicably in good faith between us will be firstly referred to mediation before resorting to litigation or arbitration. Any party may initiate mediation by giving written notice to the other. Mediators should be agreed upon by the parties, but if the parties cannot agree on one within seven days after the mediation has been initiated, then the mediator shall be appointed by the President of the New Zealand Law Society, Wellington Branch, or their nominee.

 

12. Privacy

You and any guarantor authorise us to collect and hold personal information from any source we consider appropriate to be used for the purposes of determining credit worthiness, for communicating promotional activities and product information, for debt collection purposes, or for any other related purpose. You further authorise us to disclose personal information held by us for the purposes set out above to any other parties. You understand that you have a right of access and may request correction of personal information held by us about you.

 

13. General Terms

These Terms will be interpreted in accordance with, and governed by, the laws of New Zealand, and the New Zealand courts will have non-exclusive jurisdiction in respect of all matters between us.

Any waiver or variation of these Terms by us will only be effective if given in writing by an authorised person. If we waive any of these Terms the waiver will not affect our rights under these Terms at any future time.

These Terms apply to all current Services and to any future Services we provide to you whether or not we send you another copy of them.

In the event of a natural disaster, workplace fire, flood or other similar major event beyond our control which makes it impossible for us to continue, we will terminate our services. Where practicable, we will consult with you before exercising this clause.

Where there is any inconsistency between the specific engagement letter and these Terms, these Terms shall take priority.

We may change these Terms from time to time, in which case we will send you the amended terms.

 D for Design - as at 1 September 2020

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Auckland   |   Wellington   |   Queenstown   |   New Zealand    |   +64 27 229 3325   |   info@dfordesign.co.nz

© 2020 - D for Design Limited  -  Terms of Trade