Terms.

1. Ordering Goods and Services

1.1. To order Goods and/or Services from us you need to be currently approved by us for credit purposes, unless we reach an alternative payment arrangement with you. We will advise you promptly if we approve you for credit purposes or withdraw our approval for any reason.

1.2. We have sole discretion to determine the amount of credit we will extend to you at any time.

1.3. All Goods and Services that we supply to you are subject to these Terms of Trade.

2. Price

2.1. All prices are inclusive of GST. Freight costs, installation and any other applicable costs may be charged and be subject to increase due to exchange rate fluctuations or changes in taxes or duties and such items and increases are payable in addition to the price.

3. Payment

3.1. Orders: Unless we agree otherwise in writing, you must pay us (in cleared and immediately available funds, without set-off, counterclaim, deduction or withholding, except as required by law) the Prices of all Goods and Services on the 20th of the month following the date of invoice (the ‘Due Date’).

3.2. Failure to pay by the Due Date:

If you do not pay us by the Due Date, you will be in default, and we may:

(a) Charge you default interest of two percent (2%) per month calculated on a daily basis on the overdue amount, from the due date until the date when payment is made. The charging of default interest does not imply the granting or an extension of credit;

(b) Recover from you (as a debt owing) all costs incurred in attempting to obtain payment, including legal costs (on a Solicitor and own client basis), debt collection costs and administrative charges;

(c) As your irrevocably appointed agent for the purposes of this clause, and without prejudice to any of our other rights, enter any premises where we reasonably believe Goods are stored and remove them, without notice. We will not be responsible for, and you indemnify us against, any damage caused or loss or liability incurred in entering the premises or removing the Goods. We may resell the Goods and apply the proceeds to reduce the amount that you owe us;

(d) Suspend delivery of, or performance of, further Goods and Services until the arrears are paid in full.

4. Information about you

4.1. You authorise us to:

(a) Collect and hold personal and credit information about you from any source we consider appropriate. We may use this information to determine your credit worthiness, credit history or credit capacity, for debt collection or any related purpose, or for providing you with information about our Goods and Services; and

(b) Disclose the personal and credit information to anyone else (including our related parties and shareholders).

4.2. You must notify us of any change in circumstances that may affect the accuracy of any personal or credit information that we have collected about you under these Terms of Trade.

4.3. All payments will become immediately due and payable:

(a) If we have reasonable cause to believe that the information which you have supplied to us in your credit application is incorrect or no longer correct, and you have failed to give us satisfactory corrected information to us within five (5) Business Days of our request;

(b) If you sell or otherwise dispose of any Goods without our consent, which have not been paid for;

(c) Make, or attempt to make an arrangement with our Supplier(s); or

(d) Fail to comply with any of the provisions of these Terms of Trade.

4.4. If you are an individual (i.e., a natural person), you may access and request correction of any personal information that we hold about you as an identifiable individual, subject to the restrictions within the Privacy Act 1993.

5. Risk and ownership of Goods

5.1. Risk of loss, deterioration or damage from any cause, of any Goods that we supply to you, passes to you on delivery of the Goods to you (or, if applicable, the End User, if we deliver them to an End User).

5.2. We retain ownership of the Goods until you have paid us all amounts that you owe us in relation to all Goods and Services that we have supplied to you. If any Goods are mixed or commingled (as defined in the Personal Property Securities Act 1999) (PPSA) with other Goods before payment, we will own the resulting mixed or commingled Goods as if they were Goods that we had supplied.

5.3. After delivery, but while ownership of the Goods remains with us: (a) You must ensure they are stored so they are clearly identifiable as belonging to us; (b) You may (unless we advise you otherwise, or you have breached these Terms of Trade) use, lease at market rates, or sell for full value, the Goods in the ordinary course of your business. If you lease or sell the Goods, you must hold the process (separately and in identifiable form) in trust for us, and pay them into a bank account nominated by us if we request this; (c) Except as provided in clause 6.3(b), you must not grant anyone any interest in or charge over the Goods; and (d) You must insure the Goods at your cost, naming us as loss payee, for full replacement cost against all risks. We may apply the proceeds of any insurance payment to reduce the amount that you owe us.

6. Personal Property Securities Act 1999

6.1. You acknowledge that:

(a) These Terms of Trade are a Security Agreement for the purposes of Section 36 of the PPSA;

(b) We take a security interest in all Goods that we have previously supplied to you (if any) and all Goods that we will supply to you in the future, to secure (with equal priority) payment of all amounts that you owe us;

(c) The security interest will continue until you have paid all amounts owing; and

(d) You waive your right to receive a verification statement under Section 148 of the PPSA.

6.2. You:

(a) Will promptly sign any further documents, provide any further information, or do any other thing that we reasonably require to perfect and maintain the perfection of our security interest (including by registering a financing statement or financing change statement);

(b)Indemnify (and if requested reimburse) us for all expenses that we incur in registering a financing statement or financing change statement or releasing Goods charged by the statement; and

(c) Will give us fourteen (14) days prior written notice of any change in your name, address, contact details, trading name, business practice or any other details, and use your best endeavours to ensure that any applicable financing change statement is registered disclosing your new details.

6.3. To the fullest extent permitted by law, you and we contract out of Section 114(1)(a) of the PPSA, and out of your rights referred to in Sections 107(2)(c), (d), (h) and (i) of the PPSA. If, and for so long as, we are not the secured party with priority over all other secured parties in respect of any particular Goods, you and we agree that Section 109(1) of the PPSA does not apply to those particular Goods.

7. Returns

7.1. Any claim or dispute whatsoever regarding the quality or quantity of goods supplied to the Customer must be the subject of written notice to the Company and must further be given before the goods are cut or subject to any treatment whatsoever by the Customer.

7.2 We shall then, at our discretion, then issue a Credit or replace the goods, provided that:

(a) The written claim is received within 5 working days after goods have been received.

(b) The claim must quote the packing slip number and specifically identify the defect

(c) On approval of the claim you will return the goods to us, freight forward

(d) Failure to observe this procedure will result in the goods being returned to you at your expense and you will have no claim against us of any kind whatsoever.

8. Default and Termination

8.1. If we have reasonable grounds to believe that:

(a) You are in default of these Terms of Trade;

(b) You have become insolvent or have ceased or threatened to cease to carry on all or substantially all of your business or operations;

(c) A receiver or manager has been appointed in respect of any part of the whole of your assets or business; or

(d) Any resolution has been passed or proceedings have been commenced to wind you up; or

(e) You have entered into a formal proposal for compromise with creditors under the Companies Act 1993, We may: 1. Not supply you with any more Goods or services, or defer supplying you with them; 2. and Treat any Order or Support Plan as having been cancelled or terminated by you; 3. and Enforce our security interest in the Goods.

8.2. If we withdraw our approval of you for credit purposes, we may treat any Support Plan as having been cancelled or terminated by you.

8.3. Termination or cancellation of any Order or Support Plan will not affect the rights, powers, remedies, obligations, duties and liabilities of either party which have accrued before termination or expiry.

9. Intellectual Property

9.1. You acknowledge that we (or our Supplier) are the sole owner of all Intellectual Property (including business know-how, ideas, methodologies, routines, systems and processes) relating to or arising, directly or indirectly, out of the Goods and Services that we supply to you, or developed or contributed to by us in relation to any information, fault, repair or documentation that we supply to you, or as a result of us performing Services or any other work for you.

9.2. You agree not to use any Trademarks or other Intellectual Property rights which are legally our (or our Suppliers’) property, except as authorized by us (or our Supplier).

9.3 You agree not to cause or permit anything which any interfere with, damage or endanger our (or our Suppliers’) Trademark or other Intellectual property rights, or to assist others to do

10. Confidential Information

10.1. Each party agrees to always keep the other party’s Confidential Material confidential and not to:

(a) use the Confidential Material for any other purpose other than for the purpose for which it was supplied; or

(b) copy or reproduce any of the Confidential Material in any way, except where disclosure is necessary to enable an End User to use Goods or Services under lease, or where the party that owns the Confidential Material has consented to disclosure.

10.2. On request, each party will ensure that any Confidential Material (including any copies of it) that it possesses or controls (and, where that party is a Lessor, that an End User possesses or controls) and that belongs to other party is returned to that other party.

10.3 This clause 10 shall survive the termination of this agreement.

11. General

11.1. Entire agreement: These Terms of Trade constitute the entire agreement between you and us in relation to their subject matter. They supersede all earlier negotiations, representations, Warranties, proposals, communications, understandings and agreements.

11.2. Force majeure: We are not required to perform any obligation under these Terms of Trade if prevented from doing so by any event beyond our reasonable control. If we cannot fulfill our obligations under any Order for more than 30 days because of this event, either you or we may immediately cancel that Order of Support Plan by written notice to the other party.

11.3. Liability: While we will make every effort to ensure the accuracy of any advice, recommendation, information, assistance or service provided by us in relation to the goods or their use or application, we expressly exclude any and all liability for that advice, recommendation, information, assistance or service.

11.4. No waiver: Any exercise or failure to exercise any right or remedy available to us does not limit our rights to exercise that or any other remedy. A waiver of any of these Terms of Trade must be in writing and signed by one of our authorized officers.

11.5. Relationship: You and we are independent contractors. Nothing in these Terms of Trade should be interpreted as constituting a relationship as agent, partner, contractor, officer or employee. You are not entitled to enter into any obligations on our behalf without our express written consent.

11.6. Notices: Notices under these Terms of Trade or a Support Plan, or that are required by stature, law or regulation, must (unless otherwise provided) be in writing and delivered by hand, prepaid mail, facsimile or email to the principal business address of the person being notified. The notice will be deemed to have been received at the time when actually delivered if delivered by hand, upon confirmation of successful transmission if sent by facsimile or email, or 3 days after posting if sent by mail.

11.7. Partial invalidity: If any part of these Terms of Trade or any Support Plan or their application is or becomes invalid or unenforceable, the remainder will remain enforceable to the greatest extent permitted by law.

11.8. Express rights: Our exercise of any express right set out in these Terms of Trade is without prejudice to any other rights, powers or remedies available to us in contract, at law or in equity, including any rights, powers or remedies which would be available to us if the express right was not set out in these Terms of Trade.

11.9. Third parties: These Terms of Trade do not create any obligations enforceable by any third party, including any End User.

11.10. Law: These Terms of Trade and any current Support Plan are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Transactions

The name that will appear on your statement will be Creo.

Your account will be charged in NZD.

For any overseas orders please contact Creo on +64 3 433 0016 for delivery timeframes.

Physical Address

Please direct all correspondence and product returns to:

Creospace Ltd.
40 Onehunga Mall,
Auckland 1061