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Terms & Conditions of Trade

  1. Definitions

    1. “Bluegrass Flags” shall mean Bluegrass Flags Limited, or any agents or employees thereof.
    2. “Customer” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing goods from Bluegrass Flags.
    3. “Goods” shall mean all goods, chattels, or services, provided by Bluegrass Flags to the customer and shall include without limitation, the supply of banners, flags, pennants, insignia, flagpoles, all charges for labour and work, hire charges, insurance charges, delivery charges or any fee or charge associated with the supply of goods and services by Bluegrass Flags to the customer.
    4. “Price” shall mean the cost of the goods as agreed between Bluegrass Flags and the customer, subject to clause 4 of this contract.

  2. Acceptance

    1. Any Instructions received by Bluegrass Flags from the customer for the supply off goods and services shall constitute acceptance of the terms and conditions contained herein.

  3. Collection & Use of Information

    1. The customer authorises Bluegrass Flags to collect, retain and use any information about the customer or for the purpose of assessing the customer's credit worthiness, enforcing any rights under this contract, or marketing any goods and services provided by Bluegrass Flags to any other party.
    2. The customer authorises Bluegrass Flags to disclose any information obtained to any person for the purposes set out in clause 3.1.
    3. Where the customer is a natural person the authorities under clause 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

  4. Price

    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 Bluegrass Flags at the time of the contract.
    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 Bluegrass Flags between the date of the contract and delivery of the goods.

  5. Payment

    1. The payment for goods shall be made in full on or before the 20th day of the month following the date of the invoice OR on receipt of delivery of the goods, whichever is the earlier. Where no account for credit exists between the customer and Bluegrass Flags, goods will be paid for in full prior to despatch.
    2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
    3. Any disbursements and legal costs incurred by Bluegrass Flags in the enforcement of any rights contained in this contract shall be paid by the customer including any reasonable solicitor's fees or debt collection agency fees.
    4. Receipt of a cheque, bill of exchange or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.

  6. Quotation

    1. Where a quotation is given by Bluegrass Flags for goods:
      1. The quotation shall be valid for sixty (60) days from the date of issue and
      2. The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary
    2. Where goods are required in addition to the quotation the customer agrees to pay for the additional costs of such goods.

  7. Risk

    1. The goods remain at Bluegrass Flags risk until the delivery to the customer, but when title passes to the customer pursuant to clause 9.1 of this contract the goods are at the customer's risk whether delivery has been made or not.
    2. Delivery of the goods shall be deemed complete when Bluegrass Flags gives possession of the goods for delivery to the customer, or possession of the goods is given to a common carrier or other bailee for the purposes of transmission to the customer.
    3. The time agreed for delivery shall not be an essential term of this contract unless the customer gives written notice to Bluegrass Flags making time of the essence and notification of a delivery time acceptable in writing to and by Bluegrass Flags.
    4. Where Bluegrass Flags delivers goods to the customer by instalments and Bluegrass Flags fails to deliver one or more of the instalments the customer shall not have the right to repudiate the contract but shall have the right to claim compensation as a severable breach.

  8. Agency

    1. The customer authorises Bluegrass Flags to contract either as principal or agent for the provision of goods that are the matter of this contract.
    2. Where Bluegrass Flags enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the customer agrees to pay any amounts due under that contract.

  9. Title

    1. If the goods are ascertained and in a deliverable state, title to the goods passes to the customer when the customer has made full payment for all the goods supplied by Bluegrass Flags.
    2. Where a customer has not paid for any goods in it's possession property in such goods shall remain with Bluegrass Flags and:
      1. The goods shall be held by the customer as bailee and
      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 Bluegrass Flags until the customer has made full payment for all the goods and where goods are mixed with other property so as to be part of or a constituent of any new goods, title to those new goods shall be deemed to be assigned to Bluegrass Flags as security for the full satisfaction by the customer of the full amount owing between Bluegrass Flags and the customer.
    3. The customer gives irrevocable authority to Bluegrass Flags to enter into any premises occupied by the customer at any reasonable time to remove any goods not paid for in full by the customer. Bluegrass Flags shall not be liable for any costs damages or expenses or any other loses 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 manner or any way whatsoever.

  10. Return of Goods

    1. The customer shall be deemed to have accepted the goods unless the customer notifies Bluegrass Flags otherwise within 48 hours of delivery of the goods to the customer.
    2. If the goods are not accepted according to clause 10.1 of this contract the customer shall pay for the delivery of the returned goods to Bluegrass Flags whereby the customer shall be entitled to a credit for the purchase price of any such goods.

  11. Liability

    1. Except s otherwise provided by statute Bluegrass Flags shall not be liable for:
      1. Any loss or damage of any kind whatsoever whether suffered or incurred by the customer or another person whether such loss or damage arises directly or indirectly from goods or services or advice provided by Bluegrass Flags to the customer and without limiting the generality of the foregoing of this clause Bluegrass Flags shall not be liable for any consequential loss or damage of any kind including without limitation any financial loss and:
      2. Except as provided in this contract Bluegrass Flags shall not be liable in contract or in tort or otherwise for any loss or damage or injury beyond the value of the goods provided by Bluegrass Flags to the customer and:
      3. The customer shall indemnify Bluegrass Flags against all claims of any kind whatsoever however caused or arising without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Bluegrass Flags or otherwise, brought by any person in connection with any matter, act, omission or error by Bluegrass Flags, it's agent or employees in connection with the goods.

  12. Consumer Guarantees Act

    1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods or services from Bluegrass Flags for the purposes of a business in terms of section 2 and 43 of that Act.

  13. General Lien

    1. The customer agrees that Bluegrass Flags may exercise a general lien against any goods or any property belonging to the customer that is in the possession of Bluegrass Flags for all sums outstanding under this contract and any other contract to which the customer and company are parties.
    2. If the lien is not satisfied within 7 days of the due date Bluegrass Flags may having given notice of the lien at it's option either:
      1. Remove such goods and property and store them in such a place and in such a manner as Bluegrass Flags shall think fit and proper and at the risk and expense of the owner, or:
      2. Sell such goods or property or part thereof upon such terms as it shall think fit and apply the proceeds in or towards the discharge of the lien and costs of sale without being liable to any person for damage caused.

  14. Warranty

    1. No representation, condition, warranty or premise expressed or implied by law or otherwise applies to goods except where goods are supplied pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
    2. Bluegrass Flags does not provide any warranty that the goods are fit and suitable for the purpose for which they are required by the customer and shall not be liable if they are not.

  15. Cancellation

    1. Bluegrass Flags shall without any liability and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods to the customer if the customer fails to pay any money owing after the due date or the customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
    2. Any cancellation or suspension under clause 15.1 of this agreement shall not affect Bluegrass Flags claim for money due at the time of cancellation or suspension or for the damages for any breach of any terms of this contract or the customer's obligations to Bluegrass Flags under it's contract.

  16. Copyright & Intellectual Property

    1. Bluegrass Flags own and has copyright in all work, drawings, specifications, models, photographs, documents and software produced by it in connection with the services that form the subject of this contract and the customer may use them only if paid for in full and for the purpose for which they were intended and supplied by Bluegrass Flags.

  17. Miscellaneous

    1. The customer shall not assign any or all of its rights or obligations under this contract without the express written consent of Bluegrass Flags.
    2. Bluegrass Flags shall not be liable for delay or failure to perform its obligations if the cause of the delay is beyond its control.
    3. Failure by Bluegrass Flags to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights and obligations Bluegrass Flags has under this contract.
    4. The law of New Zealand shall apply to this contract except to the extent expressly negatived or varied by this contract.
    5. Where the terms of this contract are at variance with the order or instruction from the customer, this contract shall prevail.
    6. If the customer is a company or Trust, the director(s) or trustee(s) signing this contract jointly and severally guarantee to Bluegrass Flags the payment of the balance of the customer's credit facility from time to time and the payment of any and all other monies now and hereafter owed by the customer to Bluegrass Flags. Any personal guarantee made by any party shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in this contract. The guarantors and customer shall be jointly and severally liable under the terms and conditions of this contract.
    7. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legally and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

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