Terms & Conditions
In a Nut-Shell
1. Time spent is charged per hour unless otherwise stated or quoted.
2. 1/3 payment is required as a deposit to start work. 1/3 is to be paid halfway through a project and final 1/3 paid on completion of the project.
3. All goods and services remain the property of Pixelchimp until paid in full.
4. If any invoice is unpaid, the debt collection and legal costs will be added onto the unpaid amount.
5. Once an order has been confirmed, we will provide an invoice and proceed with the job upon deposit.
The full Terms & Conditions
1.1 Pixelchimp shall mean Pixelchimp or any agents or employees thereof.
1.2 ‘Customer’ shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing goods and services from Pixelchimp.
1.3 ‘Goods’ shall mean:
1.3.1 all Goods supplied by Pixelchimp to the Customer; and
1.3.2 all inventory of the Customer that is supplied by Pixelchimp; and
1.3.3 all Goods supplied by Pixelchimp and further identified in any invoice issued by Pixelchimp to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.4 all Goods that are marked as having been supplied by Pixelchimp or that are stored by the Customer in a manner that enables then to be identified as having been supplied by Pixelchimp; and
1.3.5 all of the Customer’s present and after-acquired Goods that Pixelchimp has performed work on or to or in which goods or materials supplied or financed by Pixelchimp have been attached or incorporated.
1.3.6 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 ‘Goods’ shall also mean all goods, services and advice provided by Pixelchimp to the Customer and shall include without limitation the manufacture and distribution of advertising, printing and display materials including technical advice and all charges for labour, hire charges, insurance charges, freight costs, or any fee or charge associated with the supply of Goods by Pixelchimp to the Customer.
1.5 ‘Services’ shall mean services supplied by Pixelchimp to the Customer at any time.
1.6 ‘Order’ or ‘Orders’ shall mean the order or orders of the Customer to Pixelchimp to supply Goods and/or Services.
1.7 ‘Price’ shall mean the cost of the Goods and/or Services as agreed between Pixelchimp and the Customer and includes all disbursements eg charges Pixelchimp pay to others on the Customer’s behalf subject to clause 3 of this contract.
1.8 ‘Working days’ shall mean Mondays to Fridays, with the exception of statutory public holidays and including Auckland Anniversary.
1.9 In the event that other terms and conditions are imported into any contractual documentation between Pixelchimp and the Customer then, unless specifically authorised in writing by a director of Pixelchimp, these Terms and Conditions shall prevail.
2.1 Any Order received by Pixelchimp from the Customer shall constitute a binding contract and acceptance of the terms and conditions contained herein.
2.2 Every endeavour will be made to supply the correct quantity ordered, but quotations are conditional upon a margin of 10% being allowed for overs or unders and the charge for such may, at Pixelchimp’s discretion, be adjusted on a pro rata basis.
2.3 Customers are strongly recommended to place orders in writing. Orders should clearly state the Customer’s particular requirements. Pixelchimp will not be responsible for errors or omissions due to oversight or to misinterpretation of the Customer’s verbal instructions.
2.4 Quotations are only for work according to original specifications. If through the Customer’s error, or omission, work has to be redone or alterations or additions to specifications are required, then Pixelchimp may make an additional charge. In the event that an order is cancelled or suspended by the Customer, then Pixelchimp may immediately require the Customer to pay for work done to the date of cancellation or suspension.
2.5 A quotation, unless previously withdrawn, is valid for 30 days from the date it is given, unless otherwise specifically stated in the quotation. Following this a new quotation will be required for any goods or services ordered.
2.6 The Customer gives Pixelchimp full permission to replace any non personalised number plate surrounds (with any Pixelchimp number plate surround) on any vehicle the Customer places an order to be sign written.
2.7 The Customer gives Pixelchimp full permission to place a small sticker displaying Pixelchimp’s contact details on all signs produced by Pixelchimp.
2.8 The Customer gives Pixelchimp full permission to place branded tags on any clothing produced by Pixelchimp.
2.9 Pixelchimp reserves the right not to undertake any work which in its opinion is or may be unlawful, offensive, or otherwise inappropriate. The Customer shall indemnify and hold Pixelchimp harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be defamatory.
2.10 Where expedited delivery is requested by the Customer, then an extra charge may be added to the quoted price.
3.1 The prices of goods or services supplied are as shown on Pixelchimp’s quotation, acceptance order, invoice, or other document or by verbal agreement. Pixelchimp reserves the right to charge for delivery, in addition to the amount shown in the quotation, acceptance of order, or other document or as agreed to verbally. In addition, installation, vinyl and paint removal charges, which may in the first instance be an estimate based on information supplied at the time of quotation, may be adjusted to reflect the full cost incurred once these aspects have been completed.
3.2 Permit fees, drawing and engineer’s calculations and other additional charges necessarily incurred to fill an order, are in addition to the quoted price. Quotations do not include the cost of primary wiring. If primary wiring is required then a separate quote will be given for that part of the work.
3.3 Because of the need to have a sign dimensionally balanced, Pixelchimp reserves the right to make minor alterations to the size of the sign. Also, where materials are not available for any reason Pixelchimp reserves the right to substitute materials of a similar specification.
3.4 Experimental work, preliminary sketches and designs and origination costs produced at the Customer’s request will constitute an order, which will be charged for, even if the job does not proceed further. Sketches and prototypes submitted on a speculative basis shall remain the property of Pixelchimp, and no use of them shall be made, nor shall any idea obtained from them be used by the Customer. Upon the Customer making appropriate payment to Pixelchimp property in these items shall pass to the Customer. Charges made to the Customer for initial setting up or origination do not give the Customer any rights to dies, jigs, screens, patterns, films, or any other mediums containing such works. These shall at all time remain the property of Pixelchimp unless otherwise specifically agreed in writing.
3.5 Goods and Services Tax and any other tax duty or impost necessarily incurred (other than Pixelchimp’s own income tax) in the course of completing the work, shall be payable by the Customer in addition to the quoted price, payable upon demand.
3.6 Quoted prices are based on the cost of materials, labour and services as at the date of the quotation. Should there be any increase in these costs, as are necessarily incurred by Pixelchimp in completing the order, then such increases may, at Pixelchimp’s sole discretion, be added to the quoted price, payable at the same time and in the same manner as the balance of the quoted price.
3.7 Where no price is stated in writing or agreed to verbally the Goods and/or Services shall be deemed to be sold at the current amount as such Goods and/or Services are sold by Pixelchimp at the time of the contract.
3.8 Where Goods are required in addition to the quotation for example but without limitation artwork, film, plates, cutting formes and freight the Customer agrees to pay for the additional cost of such Goods.
3.9 Clerical errors or omissions, whether in computation or otherwise in the quotation, acknowledgement or invoice shall be subject to correction.
3.10 In the event that Goods are to be exported then the Customer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined.
3.11 All prices are in unless otherwise stated are in New Zealand dollars.
4. Payment Terms
4.1 Unless otherwise agreed, all Customers who have a good credit history with Pixelchimp or whose application for credit has been approved (all accounts are on a cash basis for the first six (6) months), payment for Goods and Services shall be made in full within seven (7) days of the date of invoice. Any other Customers will be required to pay a 50% deposit prior to work starting and the balance the day prior to delivery or installation or completion.
4.2 Pixelchimp may, at its sole discretion, require payment of a deposit by any Customer prior to processing any Order.
4.3 An administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this clause.
4.4 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month and will be calculated on a day by day basis until payment is made in full.
4.5 Any expenses, disbursements and legal costs incurred by Pixelchimp in the enforcement of any rights contained in this contract shall be paid by the Customer, including any actual solicitor’s fees or debt collection agency fees.
4.6 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
4.7 Progress payments may be required where work is completed over an extended period of time or if work is suspended at the request of or delayed through any default of the Customer. After work has been in hand for one month or more, a progress payment of the value of the work completed, materials specially ordered and other additional costs including storage (specifically for suspended or delayed work) may be requested. Further progress payments calculated on the same basis may be required to be paid on a monthly basis until completion of the work.
4.8 If the Customer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or if a receiver is appointed for all or any assets of the Customer, Pixelchimp may cancel any Order without prejudice to any other rights it may have and payment for all completed Orders shall immediately become due.
4.9 Pixelchimp may in its discretion allocate any payment received from the Customer towards any invoice that Pixelchimp determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Pixelchimp, payment shall be deemed to be allocated in such manner as preserves the maximum value of Pixelchimp purchase money security interest in the Goods and/or Services.
5. Specifications, Delivery and Installation
5.1 Pixelchimp will use every reasonable endeavour to deliver every order within the time specified (if any) by the Customer, but Pixelchimp will not be liable for any loss or damage sustained, as a consequence of inability to do so, or any delay caused by a third party.
5.2 Pixelchimp will not be liable for late delivery due to a Customer delaying the progress of the Order in any way (including but not limited to the Customer not returning proofs by the time specified by Pixelchimp or failing to make payment by the time such payment is due) (a “Customer Delay”).
5.3 Delivery of work by Pixelchimp shall be deemed to take place upon collection of the work by the Customer (where the Customer is obliged to collect work) or (where Pixelchimp is obliged to deliver the work) actual delivery of the work to the Customer by Pixelchimp. Where the Customer is obliged to collect the work, Customer’s failure to collect the work on the day on which Pixelchimp is contractually obliged to have it ready for collection shall be classed as a Customer Delay. Where Pixelchimp is obliged to deliver
the work to the Customer but the Customer provides Pixelchimp with incomplete or incorrect delivery information or is not available to accept delivery, then provided that Pixelchimp has used reasonable endeavours to deliver the work to the Customer, a failed delivery shall be classed as a Customer Delay.
5.4 On delivery of goods the Customer must immediately inspect them to satisfy itself that they meet the order, and are in good condition. If at such time the Customer is not satisfied then it must immediately notify Pixelchimp in writing. Unless notification is made within three (3) working days of delivery then irrespective of the nature or extent of the alleged defect or deficiency, Pixelchimp will not be liable in any way in respect of it.
5.5 Unless specifically stated in the body of a quotation, no retentions will be recognised, nor will any other special conditions of contract affect the quotation unless stated.
5.6 If Pixelchimp do not receive forwarding instructions sufficient to enable delivery within 14 days after notification that the goods are ready for despatch, the Customer will as from the 15th day be deemed to have taken delivery of goods and payment will become due as if delivery had then occurred. In such circumstances Pixelchimp will only be obliged to store such goods for so long as it is considered reasonably practicable, having regard to available storage space. During such time goods will be stored solely at the Customer’s risk and any costs of storage will be chargeable to the Customer, in addition to the quoted price.
5.7 Should expedited delivery be agreed Pixelchimp shall be entitled to make additional charges on a time and materials basis to cover any overtime or any other additional costs involved, including without limitation, the cost of couriers or special delivery post.
6. Risk and Title
6.1 Risk in Goods will pass to the Customer immediately upon delivery. Pixelchimp will not be responsible for loss, damage or deterioration to the Goods in transit and the Customer is required to insure Goods against loss or other risks immediately following despatch.
6.2 Where the Customer supplies plans, specifications plant, goods or materials of any kind these shall be held by Pixelchimp at the Customer’s risk. Whilst all care will be taken by Pixelchimp, no responsibility is accepted for any damage to materials during such time, and Pixelchimp reserves the right to dispose of materials if they are not collected by the Customer within one calendar month after the work is completed.
6.3 Notwithstanding the above, title in any Goods supplied by Pixelchimp passes to the Customer only when the Customer has made payment in full for all Goods and Services provided by Pixelchimp and of all other sums due to Pixelchimp by the Customer on any account whatsoever. Until all sums due to Pixelchimp by the Customer have been paid in full, Pixelchimp has a security interest in all Goods.
6.4 If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with Pixelchimp until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to Pixelchimp as security for the full satisfaction by the Customer of the full amount owing between Pixelchimp and Customer.
6.5 The Customer gives irrevocable authority to Pixelchimp to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if Pixelchimp believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. Pixelchimp shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Pixelchimp may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as Pixelchimp reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
6.6 Where Goods are retained by Pixelchimp pursuant to clause 6.5 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (‘PPSA’) and to object under s.121 of the PPSA.
6.7 The following shall constitute defaults by the Customer:
6.7.1 Non payment of any sum by the due date.
6.7.2 The Customer intimates that it will not pay any sum by the due date.
6.7.3 Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
6.7.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Pixelchimp remains unpaid.
6.7.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distrains against any of the Customer’s assets.
6.7.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
6.7.7 Any material adverse change in the financial position of the Customer.
7.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Pixelchimp which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Pixelchimp, Pixelchimp’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
7.2 Except as otherwise provided by clause 7.1 Pixelchimp shall not be liable for:
7.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by Pixelchimp to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by Pixelchimp to the Customer; and
7.2.2 The Customer shall indemnify Pixelchimp against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Pixelchimp or otherwise, brought by any person in connection with any matter, act, omission, or error by Pixelchimp its agents or employees in connection with the Goods and Services.
7.3 Pixelchimp’s liability to the Customer shall be limited to the value of the Order supplied.
7.4 Whilst all care and attention is undertaken by Pixelchimp to deliver and/or install Goods of the highest quality, and to ensure that all components (including vinyl, inks, media, paints and other materials) are purchased from reputable manufacturers, Pixelchimp does not guarantee the manufacture of such items. Where any defect or alleged defect is beyond the ability of Pixelchimp to control quality, Pixelchimp has no liability. Any defects due to faulty workmanship must be notified within seven (7) days after delivery. Any such defects will, at the discretion of Pixelchimp, be repaired or replaced free of charge.
8.1 Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations, photographs and anything else whatsoever prepared, developed or created by Pixelchimp shall vest in and belong to Pixelchimp and shall be for the Customers own use. If any re-distribution should occur by the Customer to another organisation/individual then full credit for any of these items is to be given to Pixelchimp.
8.2 Pixelchimp may use any artwork, illustrations, photographs, printing, clothing, websites or any other item produced by itself for the purposes of promoting itself.
8.3 The Customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials prior to instructing Pixelchimp to reproduce the same.
8.4 The Customer shall be responsible for obtaining all necessary authorities and consents for objects and/or areas to be photographed by Pixelchimp, which may or may not then be used in some format, in order to complete the Customer’s order.
8.5 The Customer shall indemnify and hold Pixelchimp and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the materials or any photographs taken by Pixelchimp infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
9. Collection and use of information
9.1 The Customer authorises Pixelchimp to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by Pixelchimp to any other party.
9.2 The Customer authorises Pixelchimp to disclose any information obtained to any person for the purposes set out in clause 9.1.
9.3 Where the Customer is a natural person the authorities under clauses 9.1 and 9.2 are authorities or consents for the purposes of the Privacy Act 1993.
10.1 Proofs of all work may be submitted for Customer’s approval and Pixelchimp shall incur no liability for any errors not corrected by the Customer in proofs so submitted.
10.2 Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Customer.
10.3 When style, type or layout is left to Pixelchimp’s discretion, any subsequent changes to such style, type or layout required by the Customer shall be subject to additional charges on a time and materials basis.
10.4 Any documents provided by the Customer for Pixelchimp to reproduce in any format will need to have been proof read by the Customer prior to sending the documentation to Pixelchimp. Pixelchimp will not be responsible for any errors that the Customer has failed to correct or notify Pixelchimp of prior to printing. Any additional printing required to correct such errors shall be at the Customer’s expense.
10.5 Should the Customer require Pixelchimp to perform a proof reading service then this should be clearly notified and an additional charge shall be made for such service.
11.1 Where any additional work of whatever nature is necessary as a result of copy supplied by a Customer not being clear and/or legible, Pixelchimp shall be entitled to make additional charges on a time and materials basis to cover such additional work.
11.2 Quotations are based on all body copy supplied as full, final and correct. Additional charges shall be made for any additional changes required.
12. Colour printing
12.1 All reasonable efforts shall be made to obtain the best possible colour reproduction on Customer’s work but variation is inherent in the print process and it is understood and accepted as reasonable that Pixelchimp shall not be required to guarantee an exact match in colour or texture between the Customer’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by Pixelchimp or other party) or any other materials supplied by the Customer and the printed article the subject of the Customer’s order.
13. Health and Safety in Employment Act 1992
13.1 Pixelchimp shall be responsible for the actions of its employees in terms of section 15 of the Health and Safety in Employment Act 1992 (“HSEA”).
13.2 The Customer shall be responsible for compliance with the HSEA in respect of the Customer’s site and shall advise Pixelchimp prior to commencement of any work requiring installation of any hazards on the Customer’s site.
13.3 If the Customer’s Health and Safety procedures are deemed to be of a higher standard than the Health and Safety procedures that Pixelchimp abides by then the Customer should ensure that Pixelchimp staff are informed of such. Pixelchimp staff will then abide by the Customer’s Health and Safety procedures whilst on the Customer’s site.
14. Materials supplied by the Customer
14.1 Pixelchimp may reject any paper, plates or other materials supplied or specified by the Customer which it considers to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged.
14.2 Pixelchimp shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of defects in or the unsuitability of materials supplied or specified by the Customer.
14.3 Pixelchimp shall assume that quantities of materials supplied shall be adequate to cover normal spoilage accordingly. If the quantities of materials supplied are not sufficient to cover normal spoilage (an “insufficient supply”) then Pixelchimp shall have no liability for any shortfall in quantity to the extent that such shortfall arises as a result of such insufficient supply.
15.1 In the event of any dispute arising between Pixelchimp and the Customer, such dispute shall in the first instance be referred to mediation for resolution.
15.2 In the event that resolution by such manner is not achieved to the satisfaction of both parties within 30 days of referral to mediation then either party may take legal action to resolve the dispute.
15.3 Nothing in this clause prevents Pixelchimp from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.
16. Applicable law/unenforceability
16.1 The law applying to any contract arising between Pixelchimp and the Customer shall be the law of New Zealand.
16.2 In the event that any provision contained in these terms and conditions, or in any other collateral agreement or document between Pixelchimp and the Customer is deemed illegal or unenforceable, then such provision shall be deemed to be excluded therefrom, but only to the extent required to remedy the illegality or unenforceability, and these terms and conditions, and such collateral document shall in all other respects apply in accordance with their stated terms.
17.1 The Customer shall not assign all or any of its rights or obligations under this contract without the written consent of Pixelchimp.
17.2 Pixelchimp is entitled at any time to assign to any other party all or any part of a debt which is owing to Pixelchimp.
17.3 Pixelchimp may also assign or sub-contract any part of the work which is to be performed under any contract.
17.4 In respect of such assignment (in relation to clause 17.2 and 17.3) the assignee shall be entitled to the full rights of Pixelchimp previously applying.
18. Changes to terms and conditions
18.1 Pixelchimp may at any time refuse an order by the Customer or decline to approve any application by the Customer for any reason whatsoever.
18.2 The existence of an account by the Customer with Pixelchimp does not automatically entitle the Customer to credit in the future.
18.3 Failure by Pixelchimp to enforce any of the terms and conditions contained within this document shall not be deemed to be a waiver of any rights or obligations Pixelchimp has under these terms and conditions.
18.4 Pixelchimp may from time to time by written notice to the Customer amend, add to or repeal the trading conditions covered by this agreement or may substitute any fresh trading conditions and such amendment, addition or substitute trading conditions shall be binding on the Customer fourteen days after the date of delivery of the notice.
19. Force Majeure
19.1 Neither Pixelchimp nor the Customer will be liable to the other for any breach of these terms and conditions by any extraordinary occurrences which are beyond the reasonable control of the party in question.
20. Authority to sign
20.1 The person accepting or signing any quotation on behalf of the Customer acknowledges that they have authority to bind the Customer.
20.2 In the event that, due to alleged deficiency in such authority, the Customer is not liable then the person accepting or signing will be personally liable for payment of the debt arising.
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