1.1 “Sign Centre” means The Sign Centre Ltd T/A Sign Centre, its successors and assigns or any person acting on behalf of and with the authority of The Sign Centre Ltd T/A Sign Centre.
1.2 “Client” means the person/s requesting Sign Centre to supply the Goods as specified in any invoice, document or order, and if there more than one person requesting the Goods is a reference to each person jointly and severally.
1.3 “Goods” means all Goods (including any goods, signs, advertisements, publications, documents, designs, drawings, photographs, images, files, information, printed or virtual material, data or other materials) and/or Services (including any advice or recommendations or graphic design) supplied by Sign Centre to the Client, at the Client’s request from time to time, and where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other.
1.4 “Copy” shall mean any manuscript, advertisement, general copy, graphics and other digital display material and/or content (including instructions and specifications) supplied by the Client for the supply of the Goods.
1.5 “Price” means the price payable for the Goods as agreed between Sign Centre and the Client in accordance with clause 5 of this contract.
1.6 “Prohibited Content” means any Copy that:
(a) is, or could reasonably be considered to be, in breach of the Broadcast Act 1989, the Consumer Guarantees Act 1993, the Fair Trading Act 1986, the Advertising Codes of Practice of the Advertising Standards Authority, or any other laws, regulations, codes of practice, guidelines and any standards that may be applicable (including any substitute or re-enactment thereof); or (b) contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or (c) is, or could reasonably be considered to be, an infringement of the intellectual property rights, copyright, trademark or any other legal rights of another person and/or entity (including the name and image of any person without their consent, etc.).
1.7 The “AUTHOR” being “The Sign Centre Ltd T/A Sign Centre” has exclusive ownership and is the copyright holder.
1.8 The “WORK” being the “design, proof,artwork or concept.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for Goods, or accepts Delivery.
2.2 These terms and conditions may only be amended with Sign Centre’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Sign Centre.
2.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
2.4 The Client acknowledges that:
(a) Goods supplied by Sign Centre are subject to availability and only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade. Sign Centre shall be entitled to change any specified date of Delivery at any time without notice; and
(b) any advice, recommendation, information, assistance or service provided by Sign Centre in relation to Goods supplied is given in good faith, is based on Sign Centre’s own knowledge and experience and shall be accepted without liability on the part of Sign Centre and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Goods; and
(c) where colour matching is required, the Client agrees to supply information and samples regarding the correct colour; and
(d) Sign Centre reserves the right not to supply any Goods, or refuse the acceptance of any Copy, at any time for any reason (including where such, in Sign Centre’s opinion is or may be unlawful, offensive, contains Prohibited Content, does not comply with clause 12.1, or is otherwise inappropriate), and Sign Centre shall not be liable to the Client for any such action.
3. Change in Control 3.1 The Client shall give Sign Centre not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Sign Centre as a result of the Client’s failure to comply with this clause.
4. Authorised Representatives
4.1 Unless otherwise limited as per clause. 4.2, the Client agrees that should the Client introduce any third party to Sign Centre as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Goods, and/or any variation thereto, on the Client’s behalf (such authority to continue until all requested Goods have been delivered or the Client otherwise notifies Sign Centre in writing that said person is no longer the Client’s duly authorised representative).
4.2 In the event that the Client’s duly authorised representative as per clause 4.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise Sign Centre in writing of the parameters of the limited authority granted to their representative. 4.3 The Client specifically acknowledges and accepts that they will be solely liable to Sign Centre for all additional costs incurred by Sign Centre (including Sign Centre’s profit margin) in providing any Goods, or variation/s thereto, requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 4.2 (if any)).
5. Price and Payment
5.1 At Sign Centre’s sole discretion the Price shall be either:
5.2 All prices supplied exclusive of GST:
(a) as indicated on any invoice provided by Sign Centre to the Client; or
(b) Sign Centre’s quoted price (subject to clause 6) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days. The quotation is only for Goods supplied in accordance with the Client’s original instructions and/or specifications and may be subject to Sign Centre’s physical inspection of the nominated site. If through the Client’s error, or omission, the Services have to be redone or alterations, or additions to specifications are required, then Sign Centre may make an additional charge. The Client acknowledges and agrees that the Price is quoted on the condition that all Goods are ordered, manufactured and delivered/installed in accordance with Sign Centre estimated date/s.
5.2 At Sign Centre’s sole discretion, a non-refundable deposit may be required on request.
5.3 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Sign Centre, which may be: (a) on Delivery; (b) by way of instalments in accordance with Sign Centre’s payment schedule; (c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is twenty (20) days following the end of the month of the date of any invoice given to the Client by Sign Centre.
5.4 Payment may be made by cash, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and Sign Centre.
5.5 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Sign Centre an amount equal to any GST Sign Centre must pay for any supply of Goods by Sign Centre under this contract or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price, except where they are expressly included in the Price.
6. Variations 6.1 Sign Centre reserves the right to change the Price if a variation to Sign Centre’s quotation is requested or required, and includes:
(a) where quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of its original instructions or by the Copy being, in Sign Centre’s opinion, poorly prepared, or by the Client’s requirements being different from those originally submitted or described; and
(b) where additional work is required to make the nominated site/surface suitable and safe for the installation of the Goods (e.g. where vehicle are heavily soiled or waxed and require cleaning to ensure that the applied decals adhere properly, etc.); and
(c) experimental work, preliminary sketches and designs and origination costs produced at the Client’s request, which will be charged for, even if the Client’s order is cancelled; and
(d) any fonts, or colour proofs, or artwork, specially bought at the Client’s request for the Goods; and
(e) when style, type or layout is left to Sign Centre’s judgement, and the Client makes further alterations to the proofs; and (f) any variation as a result of fluctuations in currency exchange rates or increases to Sign Centre in the cost of taxes, levies, materials and labour.
7. Samples and Proof Reading
7.1 Sign Centre is under no obligation to provide samples of the Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Sign Centre to match virtual colours with physical colours, Sign Centre will take no responsibility for any variation between virtual samples and the supplied Goods. Should a physical sample be required, this will be provided on request by the Client and will be charged for as an extra in accordance with clause 6.
7.2 Whilst every care is taken by Sign Centre to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods, which will be sent to the Client and will be deemed accepted if no response is received by the Client within forty-eight (48) hours of Sign Centre’s submission thereof. Sign Centre shall be under no liability whatever for any errors not corrected by the Client in the final proof reading, and should the Client’s alterations require additional proofs this shall be invoiced as an extra in accordance with clause 6.
8. Accuracy of Copy
8.1 Sign Centre shall be entitled to rely on the accuracy of any Copy, measurements and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, Sign Centre accepts no responsibility for any loss, damages, or costs however resulting from inaccurate Copy, measurements or other information.
9.1 Any time specified by Sign Centre for Delivery is an estimate only, and Sign Centre will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. However both parties agree that they shall make every endeavour to enable the Goods to be provided at the time and place as was arranged between both parties. In the event that Sign Centre is unable to supply the Goods, as agreed, solely due to any action or inaction of the Client, then Sign Centre shall be entitled to charge a reasonable fee for re-supplying the Goods at a later time and date and/or any storage thereof.
9.2 Delivery of the Goods (“Delivery”) is taken to occur at the time that:
(a) the Client (or the Client’s nominated carrier) takes possession of the Goods at Sign Centre’s premises; or
(b) Sign Centre (or Sign Centre’s nominated carrier) delivers the Goods to the Client’s nominated site, even if the Client is not present thereat.
9.3 At Sign Centre’s sole discretion, any costs of Delivery is included in the Price.
9.4 Whilst every endeavour will be made to deliver the correct quantity ordered, the Client acknowledges that the difficulty of producing exact quantities, estimates and/or orders are conditional upon a margin of ten percent (10%) being allowed for shortages which will be charged for, or deducted from, the amount owing by the Client in relation to the Goods at the relevant run-on rate.
9.5 Where Sign Centre is required to install the Goods, the Client:
(a) warrants that the structure of the site, or equipment in, or upon, which the Goods are to be installed, or erected, is sound and will sustain the installation and work incidental thereto, and Sign Centre shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and work incidental thereto; and
(b) shall ensure that Sign Centre has clear and free access to the nominated site at all times to enable them to install the Goods. Sign Centre shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Sign Centre.
9.6 Where this contract does not include installation of Goods by Sign Centre, the Goods must be installed by a certified installer and Sign Centre shall not be liable for any defect or damage resulting from incorrect or faulty installation. 9.7 The Customer acknowledges that Goods supplied may: (a) exhibit variations in shade, colour, texture, surface, finish, markings and may contain natural fissures, occlusions, lines, indentations and may fade or change colour over time; and (b) expand, contract or distort as a result of exposure to heat, cold, weather; and (c) mark or stain if exposed to certain substances; and (d) be damaged or disfigured by impact or scratching.
10.1 Irrespective of whether Sign Centre retains ownership of the Goods, all risk for the Goods shall pass to the Client as soon as the Goods are delivered to the Client, and shall remain with the Client until such time as Sign Centre may repossess the Goods in accordance with clause 13.3(f). The Client must insure all Goods on, or before, Delivery.
10.2 Sign Centre reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Goods as a result of the Client’s failure to insure in accordance with clause 10.1.
11. Client’s Property and Material Supplied by Client
11.1 Where the Client supplies materials to Sign Centre for the supply of the Goods:
(a) these materials will be held by Sign Centre at the Client’s risk; and
(b) adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received, unless requested by the Client in writing, and this shall be charged as an extra in accordance with clause 6.1; and
(c) Sign Centre accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials. 11.2 In the case of property, Copy and/or materials left with Sign Centre without specific instructions, Sign Centre shall be free to dispose of them (including in accordance with clause 22) on expiry of thirty (30) days after receiving them, and to accept and retain the proceeds, if any, to cover Sign Centre’s own costs in holding and handling them.
12.1 The Client acknowledges that all Copy supplied to Sign Centre is subject to the approval of Sign Centre and may, regardless of prior approval, be rejected and removed by Sign Centre.
12.2 The Client warrants that all Copy supplied to Sign Centre to be used for the supply of Goods shall: (a) be true and correct in every particular; and (b) does not contain Prohibited Content; and (c) be in the form, and delivered up to Sign Centre by the date, specified thereby. If the Client fails to adhere to this sub-clause, Sign Centre shall not be liable to the Client in the event Sign Centre is unable to supply the Goods. 12.3 The Client shall indemnify, and keep indemnified, Sign Centre at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against Sign Centre, or incurred or become payable by Sign Centre, resulting or arising from the Client being in breach of clause 12.1 12.4 Imprints or any legal obligations required to appear on any printed material are the responsibility of the Client. Sign Centre reserves the right to place its imprint on all printed material unless specifically requested otherwise.
13. Title 13.1 Sign Centre and the Client agree that, where it is intended that the ownership of Goods is to pass to the Client, that such ownership shall not pass until: (a) the Client has paid Sign Centre all amounts owing for the Goods; and (b) the Client has met all other obligations due by the Client to Sign Centre in respect of all contracts between Sign Centre and the Client. 13.2 Receipt by Sign Centre of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Sign Centre’s ownership or rights in respect of the Goods, and this contract, shall continue. 13.3 It is further agreed that, until ownership passes in accordance with clause 13.1: (a) the Client is only a bailee of the Goods and must return the Goods to Sign Centre immediately upon request by Sign Centre; (b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Sign Centre and must pay to Sign Centre the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed; (c) the Client must not sell, dispose, or otherwise part with possession of the Goods. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of sale of the Goods on trust for Sign Centre and must pay or deliver the proceeds to Sign Centre on demand. (d) the Client should not convert or process the Goods or intermix them with other goods, but if the Client does so then the Client holds the resulting product on trust for the benefit of Sign Centre and must dispose of or return the resulting product to Sign Centre as Sign Centre so directs. (e) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Sign Centre; (f) the Client irrevocably authorises Sign Centre to enter any premises where Sign Centre believes the Goods are kept and recover possession of the Goods; and (g) Sign Centre may commence proceedings to recover the Price, notwithstanding that ownership of the Goods has not passed to the Client.
14. Personal Property Securities Act 1999 (“PPSA”) 14.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that: (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and (b) a security interest is taken in all Goods, and/or any monetary obligation of the Client to Sign Centre for Services, that have previously been supplied (if any), and that will be supplied in the future, by Sign Centre to the Client.
14.2 The Client undertakes to:
(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Sign Centre may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify, and upon demand reimburse, Sign Centre for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration thereby;
(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Sign Centre; and
(d) immediately advise Sign Centre of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
14.3 Sign Centre and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
14.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA. 14.5 Unless otherwise agreed to in writing by Sign Centre, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA. 14.6 The Client shall unconditionally ratify any actions taken by Sign Centre under clauses 14.1 to 14.5.
15. Security and Charge 15.1 In consideration of Sign Centre agreeing to supply Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money). 15.2 The Client indemnifies Sign Centre from and against all Sign Centre’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Sign Centre’s rights under this clause. 15.3 The Client irrevocably appoints Sign Centre and each director of Sign Centre as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 15 including, but not limited to, signing any document on the Client’s behalf.
16. Defects, Returns and Warranties
16.1 The Client shall inspect the Goods on Delivery and shall within seven (7) days of such time (being of the essence) notify Sign Centre of any alleged defect, error or omission, shortage in quantity, damage or failure to comply with the description or quotation. The Client shall afford Sign Centre an opportunity to inspect the Goods within a reasonable time following such notification if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions, the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Sign Centre has agreed in writing that the Client is entitled to reject, Sign Centre’s liability is limited to either (at Sign Centre’s discretion) replacing the Goods or repairing the Goods.
16.2 Goods will not be accepted for return other than in accordance with 16.1 above.
17. Intellectual Property
17.1 Where Sign Centre has designed, drawn or developed Goods for the Client, then the copyright in any Goods shall remain the property of Sign Centre, and the Client undertakes to acknowledge Sign Centre’s design or drawings in the event that images of the Goods are utilised in advertising or marketing material by the Client.
17.2 Drawings, sketches, painting, photographs, designs or typesetting furnished by Sign Centre, dummies, models or the like devices made or procured and manipulated by Sign Centre, and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from Sign Centre’s original design, or from a design furnished by the Client, remain the exclusive property of Sign Centre, unless otherwise agreed upon in writing.
17.3 Sketches and dummies submitted by Sign Centre on a speculative basis shall remain the property of Sign Centre. They shall not be used for any purpose other than that nominated by Sign Centre and no ideas obtained there from may be used without the consent of Sign Centre, and Sign Centre shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.
17.4 The Client warrants that all designs, specifications or instructions given to Sign Centre will not cause Sign Centre to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Sign Centre against any action taken by a third party against Sign Centre in respect of any such infringement.
17.5 The Client agrees that Sign Centre may (at no cost) use for the purposes of marketing or entry into any competition, any Goods which Sign Centre has created for the Client.
18. Default and Consequences of Default
18.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Sign Centre’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
18.2 If the Client owes Sign Centre any money the Client shall indemnify Sign Centre from and against all costs and disbursements incurred by Sign Centre in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Sign Centre’s collection agency costs, and bank dishonour fees).
18.3 Without prejudice to any other remedies Sign Centre may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Sign Centre may suspend or terminate the supply of Goods to the Client. Sign Centre will not be liable to the Client for any loss or damage the Client suffers because Sign Centre has exercised its rights under this clause. 18.4 Without prejudice to Sign Centre’s other remedies at law, Sign Centre shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Sign Centre shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Sign Centre becomes overdue, or in Sign Centre’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
18.4 The work maybe being under taken by either a verbal or written agreement by the client. This agreement is binding and the author shell be entitled to charge a fair and responsible fee or costs associated with the production of or the collection of fees for artwork,concepts and proofs.
18.5 The CLIENT has the right to publicly display the work but they do not hold exclusive ownership.
18.6 The CLIENT may requests a copy of the work for which the author is entitled to charge a fair and responsible fee. This does not give the CLIENT exclusive rights or ownership but permits the CLIENT to use the work for that sole purpose as stated in a written request.
18.7 The CLIENT must apply in writing and state the purpose for which they intend to use the work, the CLIENT must also state who will be using the work and why. The author has the sole right to accept or decline the written purpose to use the work and give no reasonable explanation if declined.
18.8 Should the CLIENT not seek permission to use the work then the author shell be entitled to a fair and responsible fee and all costs associated with the production and collection of this fee.
19.1 Sign Centre may cancel any contract to which these terms and conditions apply, or cancel Delivery at any time before the Goods are delivered, by giving written notice to the Client. On giving such notice Sign Centre shall, subject to clause 6.1(c), repay to the Client any money paid by the Client for the Goods. Sign Centre shall not be liable for any loss or damage whatsoever arising from such cancellation.
19.2 In the event that the Client cancels any order, the Client shall be liable for any and all loss incurred (whether direct or indirect) by Sign Centre as a direct result of the cancellation (including, but not limited to, any loss of profits and the cost of any Services provided by Sign Centre to the Client up to the date of cancellation).
19.3 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced.
20. Privacy Act 1993 20.1 The Client authorises Sign Centre (or Sign Centre’s agent) to:
(a) access, collect, retain and use any information about the Client; (i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or (ii) for the purpose of marketing products and services to the Client.
(b) disclose information about the Client, whether collected by Sign Centre from the Client directly or obtained by Sign Centre from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
20.2 Where the Client is an individual the authorities under clause 20.1 are authorities or consents for the purposes of the Privacy Act 1993.
20.3 The Client shall have the right to request Sign Centre for a copy of the information about the Client retained by Sign Centre and the right to request Sign Centre to correct any incorrect information about the Client held by Sign Centre.
21. Limitation of Liability and Indemnity
21.1 Subject to clause 16, Sign Centre accepts no liability whatsoever for any defect, error or omission in any Goods and/or Copy approved by the Client, and will not be responsible for any costs or losses incurred by the Client by reason of any error in the Goods and/or Copy (including, but not limited to, offering any refund or credit).
21.2 The Client agrees to indemnify Sign Centre, its employees, agents and affiliates, and their employees and agents against any action, claim, loss or expense arising from the production of Goods, or cancellation of, or failure to produce, the Goods, and all costs, losses and expenses suffered or incurred by Sign Centre, its employees, agents and affiliates, and their employees and agents as a result of any breach by the Client of this contract or any other agreement between the Client and Sign Centre.
21.3 The Client acknowledges that, due to the nature of digital display, technical difficulties may arise which could prevent the supply of the Goods; and the Client, therefore, agrees to indemnify Sign Centre against any costs or losses incurred by the Client as a result of this.
22. Unpaid Seller’s Rights
22.1 Where the Client has left any item/s with Sign Centre for repair, modification, exchange or for Sign Centre to perform any other service in relation to the item/s, and Sign Centre has not received or been tendered the whole of any moneys owing to it by the Client, Sign Centre shall have, until all moneys owing to Sign Centre are paid:
(a) a lien on the item/s; and
(b) the right to retain or sell the item/s, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
22.2 The lien of Sign Centre shall continue despite the commencement of proceedings, or judgment for any moneys owing to Sign Centre having been obtained against the Client.
23.1 The failure by Sign Centre to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Sign Centre’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
23.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Tauranga Court of New Zealand.
23.3 Sign Centre shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Sign Centre of these terms and conditions (alternatively Sign Centre’s liability shall be limited to damages which under no circumstances shall exceed the Price).
23.4 If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Sign Centre to the Client.
23.5 The Client hereby disclaims any right to rescind, or cancel any contract with Sign Centre or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Sign Centre and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
23.6 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Sign Centre nor to withhold payment of any invoice because part of that invoice is in dispute. All disputes (including those relating to the Price) must be made in accordance with the timeframe specified in clause 16.1 (and for invoice disputes, by that timeframe from the date the invoice is received by the Client) or Sign Centre shall be entitled to reasonably assume that no bona fide dispute exists and Sign Centre normal collection procedures shall be applied to any unpaid invoice.
23.7 Sign Centre may license or sub-contract all or any part of its rights and obligations without the Client’s consent. 23.8 The Client agrees that Sign Centre may amend these terms and conditions at any time. If Sign Centre makes a change to these terms and conditions, then that change will take effect from the date on which Sign Centre notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Sign Centre to supply Goods to the Client.
23.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
23.10 The Client warrants that it has the power to enter into this contract and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this contract creates binding and valid legal obligations on it.