Terms and Conditions1. DEFINITIONS
1.1 ‘Hanson Creative’ shall mean Hanson Creative Limited 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 Hanson Creative.
1.3 ‘Goods’ shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by Hanson Creative to the Customer; and
1.3.2 all Goods supplied by Hanson Creative to the Customer; and
1.3.3 all inventory of the Customer that is supplied by Hanson Creative; and
1.3.4 all Goods supplied by Hanson Creative and further identified in any invoice issued by Hanson Creative to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Goods that are marked as having been supplied by Hanson Creative or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Hanson Creative; and
1.3.6 all of the Customer’s present and after-acquired Goods that Hanson Creative has performed work on or to or in which goods or materials supplied or financed by Hanson Creative have been attached or incorporated.
1.3.7 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 Hanson Creative 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 Hanson Creative to the Customer.
1.5 ‘Price’ shall mean the cost of the Goods as agreed between Hanson Creative and the Customer and includes all disbursements eg charges Hanson Creative pay to others on the Customer’s behalf subject to clause 4 of this contract.
2.1 Any instructions received by Hanson Creative from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.
2.2 All orders received are subject to a 10% under- run or over- run. Errors and omissions excepted.
2.3 Confirmed orders cannot be cancelled.
2.4 Upon order confirmation Hanson Creative is not liable for any errors or omissions with the confirmed goods. Confirmation of order may be verbal, written or implied.
3. COLLECTION AND USE OF INFORMATION
3.1 The Customer authorises Hanson Creative 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 provided by Hanson Creative to any other party.
3.2 The Customer authorises Hanson Creative to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4.1 Where no price is stated in writing or agreed to orally the Goods shall be deemed to be sold at the current amount as such Goods are sold by Hanson Creative at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods that is beyond the control of Hanson Creative between the date of the contract and delivery of the Goods.
5.1 Unless otherwise agreed payment for Goods and services shall be made in full either:
5.1.1 Within seven (7) days of the date of invoice, or
5.1.2 On or before the 20th day of the month following the date of the invoice (‘the due date’).
5.1.3 At the time of ordering. This case is applicable when outcosts over $3,000 (excl GST) are required to complete the work.
5.2 An additional service fee of 5% of the invoice amount (minimum $25) may be charged on a monthly basis for overdue accounts at the sole discretion of Hanson Creative.
5.3 Any expenses, disbursements and legal costs incurred by Hanson Creative 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.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.
5.6 Service may be suspended on overdue accounts at the sole discretion of Hanson Creative.
6.1 Where a quotation is given by Hanson Creative for Goods:
6.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 Hanson Creative reserves the right to alter the quotation because of circumstances beyond its control.
6.2 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.
6.3 Where specifications are altered or additional requests are made, these are charged at the standard hourly rate for the additional time requirement of each request. This will be added to the applicable invoice over and above the quoted amount.
7.1 The Goods remain at Hanson Creative risk until delivery to the Customer.
7.2 Delivery of Goods shall be deemed complete when Hanson Creative gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in any Goods supplied by Hanson Creative passes to the Customer only when the Customer has made payment in full for all Goods provided by Hanson Creative and of all other sums due to Hanson Creative by the Customer on any account whatsoever. Until all sums due to Hanson Creative by the Customer have been paid in full, Hanson Creative has a security interest in all Goods.
8.2 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 Hanson Creative 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 Hanson Creative as security for the full satisfaction by the Customer of the full amount owing between Hanson Creative and Customer.
8.3 The Customer gives irrevocable authority to Hanson Creative 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 Hanson Creative 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. Hanson Creative 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. Hanson Creative 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 Hanson Creative reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Goods are retained by Hanson Creative pursuant to clause 8.3 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.
8.5 The following shall constitute defaults by the Customer:
8.5.1 Non payment of any sum by the due date.
8.5.2 The Customer intimates that it will not pay any sum by the due date.
8.5.3 Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
8.5.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Hanson Creative remains unpaid.
8.5.5 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.
8.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.5.7 Any material adverse change in the financial position of the Customer.
8.5.8 Completed, paid for goods becomes the property of the client, and will be supplied to the client upon request in a digital format. Final goods will be supplied as a high resolution pdf or image file. Working documents and individual elements used to compile the completed goods remain the property of Hanson Creative. Images or any material used remains the property of the copyright holder. Licensed artwork elements or images are subject to the purchased license.
9. PAYMENT ALLOCATION
9.1 Hanson Creative may in its discretion allocate any payment received from the Customer towards any invoice that Hanson Creative 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 Hanson Creative, payment shall be deemed to be allocated in such manner as preserves the maximum value of Hanson Creative purchase money security interest in the Goods.
10.1 No claim relating to Goods will be considered unless made in writing within seven (7) days of delivery.
11.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Hanson Creative 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 Hanson Creative, Hanson Creative’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.
11.2 Except as otherwise provided by clause 11.1 Hanson Creative shall not be liable for:
11.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods by Hanson Creative 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 provided by Hanson Creative to the Customer; and
11.2.2 The Customer shall indemnify Hanson Creative 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 Hanson Creative or otherwise, brought by any person in connection with any matter, act, omission, or error by Hanson Creative its agents or employees in connection with the Goods.
12. THIRD PARTY GOODS AND SERVICES
12.1 Hanson Creative will not be liable for any loss arising from delayed supply, incorrect supply or any other fault from third party companies.
12.2 Hanson Creative will not be liable for any loss or disruption of data while hosted with third parties. This includes but is not limited to data loss from email / website hosting system failures or outages, actual or perceived loss due to downtime of servers or systems.
13.1 Manufacturer’s Warranties may apply.
14. COPYRIGHT AND INTELLECTUAL PROPERTY
14.1 Hanson Creative, owns and has copyright in all goods designed and produced by Hanson Creative, drawings, specifications, models, photographs, documents and software produced by Hanson Creative in connection with the Goods provided pursuant to this contract and the client may use the Goods only if paid for in full and for the purpose for which they were intended and supplied by Hanson Creative.
14.2 Completed, paid for artwork becomes the property of the client, and will be supplied to the client upon request in a digital format. Final artwork comprises of a high resolution pdf or image file. Working documents and individual elements used to compile the completed artwork remain the property of Hanson Creative. Images or any material used remains the property of the copyright holder. Licensed artwork elements or images are subject to the relevant license.
15. CONSUMER GUARANTEES ACT
15.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from Hanson Creative for the purposes of a business in terms of section 2 and 43 of that Act.
16. GENERAL LIEN
16.1 The Customer agrees that Hanson Creative may exercise a general lien against any goods and services or property belonging to the Customer that is in the possession of Hanson Creative for all sums outstanding under this contract and any other contract to which the Customer and Hanson Creative are parties.
16.2 If the lien is not satisfied within 7 days of the due date Hanson Creative may, having given notice of the lien at its option either:
16.2.1 Remove such goods and services and store them in such a place and in such a manner as Hanson Creative shall think fit and proper and at the risk and expense of the Customer; or
16.2.2 Sell such goods and services or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and the costs of sale with out being liable to any person for damage caused.