Terms of Trade for Purchase of Goods and Services from D for Design Ltd
“Goods” means all materials, product and custom made furniture supplied by us to you at your request from time to time and, except where the context otherwise requires, includes the Services.
“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.
“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.
In this Agreement, unless the context otherwise requires:
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, these actions are deemed to be acceptance of these terms
all money sums mentioned in this agreement are calculated net of GST, which will be charged when payment is due
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 product/furniture orders upon acceptance of the quote
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
in full for our Services, within 7 days from the date of invoice.
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 an 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 accepted quotation, seven days from the date of invoice.
We reserve the right to charge 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.
We reserve the right to change our quoted prices without notice if our costs fluctuate materially.
We may alter the quote due to circumstances beyond our control or clerical or computer error.
We have a full right of set-off with respect to amounts owed by you to us under these Terms, in relation to any monies owing by us to you.
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:
You hold the Goods supplied as fiduciary for us and will keep the goods safely stored and fully insured at your own cost.
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.
In the event of an occurrence giving rise to an insurance claim in respect of any Goods supplied, you will pay us the proceeds of any insurance claim. Any balance outstanding remains payable by you in accordance with Clause 3.
You irrevocably give us the rights 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 and defects
If we have arranged transportation of the Goods, upon their receipt 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 allow 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 (firstname.lastname@example.org). 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.
If the driver cannot take the product, you must hold the product pending collection. Carriers do not accept claims after seven (7) days.
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.
We will not be liable for:
any incidental or consequential damages or loss arising of any kind
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
any loss caused by factors beyond our control
any contractors or subcontractors agreements that you may enter into relating to the Goods
any delays, acts or omissions made by tradespeople engaged by you, even if recommended by us
faulty products purchased on your behalf. Manufacturer and Supplier warranties will apply as between you and the Manufacturer or Supplier. D for Design is not obligated 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:
due to circumstances beyond our control, it would be impractical or unreasonable to fulfil the order
any information supplied by you is incorrect
in our opinion, a satisfactory repair or result can’t be achieved.
9. Ownership of Intellectual property
Unless agreed otherwise we:
will retain intellectual property rights and copyright of all designs produced by us
reserve the right to photograph and publish pictures of the completed project and the right to use the project to promote our business.
You agree that:
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)
these Terms shall apply notwithstanding anything, express or implied, to the contrary contained in your purchase order
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
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 can 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.
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.
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.