Terms & Conditions

Introduction

1.1 These Terms and Conditions of Sale apply to all Goods and Services from time to time provided by Sign Foundry (“Sign Foundry”) to the purchaser of those goods (“the Buyer”). For the purposes of this document, Sign Foundry means the person or entity that has supplied the Buyer with goods, services, and credit by an order placed by the Buyer.
1.2 If other terms and conditions are imported into any contractual documentation between Sign Foundry and the Buyer unless specifically authorised in writing by a director of Sign Foundry, these Terms and Conditions of Sale shall prevail.
1.3 For these terms and conditions, the term “the Buyer” includes any person who has placed an order with Sign Foundry and, in addition and separately, any entity or organisation they represent.

Ordering

2.1 Buyers are strongly recommended to place orders in writing.  Orders should clearly state the Buyer’s particular requirements.  Sign Foundry will not be responsible for errors or omissions due to oversight or misinterpreting the Buyer’s verbal instructions.
2.2 Quotations are only for work according to original specifications. If work has to be redone or alterations or additions to specifications are required due to the buyer’s error or omission, Sign Foundry may charge an additional fee. If an order is cancelled or suspended by the Buyer, Sign Foundry may immediately require the Buyer to pay for work done to the date of cancellation or suspension.
2.3 Unless previously withdrawn, a quotation is valid only for 30 days from the date it is given unless otherwise explicitly stated in the quotation form.  A new quotation will be required for any goods or services ordered.
2.4 Sign Foundry reserves the right not to undertake any work which, in its opinion, is or may be unlawful, offensive, or otherwise inappropriate.
2.5 Every endeavour will be made to supply the correct quantity ordered. Still, quotations are conditional upon a margin of 10%, which is allowed for overs or under, and will be charged or deducted on a pro-rata basis. Should Sign Foundry be required to match any shade or colour, then tolerance will be allowed to such extent as shall reasonably achieve a match.
2.6 If the buyer requests expedited delivery, an extra charge may be added to the quoted price.

Prices

3.1 The prices of goods or services supplied are shown on Sign Foundry’s quotation, acceptance order, invoice, or other document.  Sign Foundry reserves the right to charge for delivery, in addition to the amount shown in the quotation, acceptance of order, or other document.  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 total cost incurred once these aspects have been completed.
3.2 Permit fees, drawing and engineer calculations, and other additional charges necessary 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, a separate quote will be given for that part of the work.
3.3 Because a sign must be dimensionally balanced, Sign Foundry reserves the right to make minor alterations to the size of the sign. Also, where materials are unavailable, Sign Foundry reserves the right to substitute materials of a similar specification.
3.4 Experimental work, preliminary sketches and designs and origination costs produced at the Buyer’s request will constitute an order, which will be charged even if the job does not proceed further.  Sketches and prototypes submitted on a speculative basis shall remain the property of Sign Foundry, and no use of them shall be made, nor shall any idea obtained from them be used by the Buyer.  Upon the Buyer making the appropriate payment to Sign Foundry property, these items shall be passed on to the Buyer.  Charges made to the Buyer for initial setting up or origination do not give the Buyer any rights to dies, jigs, screens, patterns, films, or other mediums containing such works.  These shall always remain the property of Sign Foundry unless otherwise expressly agreed in writing.
3.5 Goods and Services Tax and any other tax duty or impost incurred (other than Sign Foundry’s income tax) while completing the work shall be payable by the Buyer in addition to the quoted price, payable upon demand.
3.6 Quoted prices are based on the cost of materials, labour, and services as of the date of the quotation.  Should there be any increase in these costs, as are necessarily incurred by Sign Foundry in completing the order, then such increases may, at Sign Foundry’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.

Payment Terms

4.1 Payment for the account is due by the date mentioned on the invoice. Sign Foundry requires a 50% deposit when an order is placed unless agreed upon in writing. Work will commence only after the payment is made.
4.2 The Buyer agrees that the terms of trade are strictly settled on or before the 20th of the month of delivery.
4.3 Progress payments may be required where work is completed over an extended period.  After work has been in hand for one month or more, a progress payment of up to 75% of the value of the work completed may be requested.  Further progress payments calculated on the same basis may be required to be paid monthly until completion of the work.
4.4 Sign Foundry may allocate any payment received from the Buyer against any debt owed by the Buyer in any manner that Sign Foundry may decide, notwithstanding any purported allegation by the Buyer.
4.5 In addition to the reservation of title and security interest given to Sign Foundry below, Sign Foundry holds a contractual possessory lien over any goods at any time in its possession (in respect of which Sign Foundry is carrying out any work). This lien entitles Sign Foundry to hold and/ or sell such goods to recover and set off against any money owed to Sign Foundry, whether in respect of that work, those goods, or otherwise.

Consequences of Default

5.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment at a rate of fifteen per cent (15%) per calendar month (and at Sign Foundry’s sole discretion, such interest shall compound monthly at such a rate) after as well as before any judgment.
5.2 If the Buyer’s payment is dishonoured for any reason, the Buyer will be liable for any dishonour fees incurred by Sign Foundry.
5.3 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify Sign Foundry from and against all costs and disbursements incurred by Sign Foundry in pursuing the debt, including legal costs on a solicitor and own client basis and Sign Foundry’s collection agency costs.
5.4 Without prejudice to any other remedies Sign Foundry may have if at any time the Buyer is in breach of any obligation (including those relating to payment), Sign Foundry may suspend or terminate the supply of goods to the Buyer and any of its other obligations under the terms and conditions.  Sign Foundry will not be liable to the Buyer for any loss or damage the Buyer suffers because Sign Foundry has exercised its rights under this clause.
5.5 If any account remains overdue after thirty (30) days, then an amount of the greater of twenty dollars ($20.00) or fifteen per cent (15%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall be payable each month that the debt remains overdue and become immediately due and payable.
5.6 Without prejudice to Sign Foundry’s other remedies at law, Sign Foundry shall be entitled to cancel all or any part of any order of the Buyer that remains unfulfilled, and all amounts owing to Sign Foundry shall, whether due for payment, become immediately payable if:

1. a) any money payable to Sign Foundry becomes overdue, or in Sign Foundry’s opinion, the Buyer will be unable to meet its payments as they fall due; or
2. b) the Buyer becomes insolvent, convenes a meeting with its creditors, proposes or enters 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 concerning the Buyer or any of the Buyer’s assets.

Specifications, Delivery, and Installation

6.1 Sign Foundry will use every reasonable endeavour to deliver every order within the time specified (if any) by the Buyer. Still, Sign Foundry will not be liable for any loss or damage sustained due to inability to do so or delay.
6.2 On delivery of goods, the Buyer must immediately inspect them to ensure they meet the order and are in good condition.  If, at such time, the Buyer is not satisfied, then it must immediately notify Sign Foundry in writing.  Unless notification is made within five working days of delivery, then irrespective of the nature or extent of the alleged defect or deficiency, Sign Foundry will not be liable in any way.
6.3 Unless expressly stated in the body of a quotation, no retentions will be recognised, nor will any other special contract conditions affect the quotation unless stated.
6.4 If Sign Foundry does not receive forwarding instructions sufficient to enable delivery within 14 days after notification that the goods are ready for despatch, the Buyer 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, Sign Foundry will only be obliged to store such goods for as long as it is considered reasonably practicable regarding available storage space.  During such time, goods will be stored solely at the Buyer’s risk, and any storage costs will be charged to the Buyer in addition to the quoted price.

Risk

7.1 Risk in goods will pass to the Buyer immediately upon delivery.  Sign Foundry will not be responsible for loss or damage to goods in transit, and the Buyer must insure goods against loss or other risks immediately following despatch.
7.2 Where the Buyer supplies plans, specifications, plant, goods, or materials, Sign Foundry shall hold these at the Buyer’s risk. Whilst Sign Foundry will take all care of it, no responsibility is accepted for any damage to materials during such time. Sign Foundry reserves the right to dispose of materials if the Buyer does not collect them within one calendar month after the work is completed.

Title

8.1 Sign Foundry and Buyer agree that ownership of goods supplied shall not pass until the Buyer has paid Sign Foundry all amounts owing for the goods. Sign Foundry’s other rights and remedies for this security interest are as specified in Clause 11.10 herein.
8.2 Sign Foundry’s receipt 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. Until then, Sign Foundry’s ownership or rights in respect of the goods shall continue.
8.3 It is further agreed that:

1. a) where practicable, the goods shall be kept separate and identifiable until Sign Foundry has received payment and all other obligations of the Buyer are met and
2. b) Until ownership of the goods passes from Sign Foundry to the Buyer, Sign Foundry may give notice in writing to the Buyer to return the goods or any of them to Sign Foundry. Upon such notice being given, the rights of the Buyer to obtain ownership or any other interest in the goods shall cease, and
3. c) the Buyer is only a bailee of the goods, and until Sign Foundry has received payment in full for the goods, then the Buyer shall hold any proceeds from the sale or disposal of the goods, up to and including the amount the Buyer owes to Sign Foundry for the goods, on trust for Sign Foundry; and
4. d) until such time that ownership in the goods passes to the Buyer, if the goods are converted into other products, the parties agree that Sign Foundry will be the owner of the end products and
5. e) Where any amount owed between the Buyer and Sign Foundry is overdue, Sign Foundry may enter any premises at which it believes its goods are located, seize those goods, dispose of them as Sign Foundry thinks fit, and apply such proceeds towards the amount then outstanding to Sign Foundry. The Buyer irrevocably authorises Sign Foundry and any of its agents or servants to enter such premises to locate, inspect, and seize such goods.

Warranty / Indemnity

9.1 Whilst all care and attention is undertaken by Sign Foundry 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, Sign Foundry does not guarantee the manufacture of such items. Where any defect or alleged defect is beyond the ability of Sign Foundry to control quality, Sign Foundry has no liability. Any defects due to faulty workmanship must be notified within seven days after delivery.  Any such defects will, at the discretion of Sign Foundry, be repaired or replaced free of charge.
9.2 Other than as provided in Subclause 9.1 hereof, all warranties, representations or promises, howsoever made, whether express or implied by law, are excluded and negated.  Where the Buyer acquires or holds itself out as acquiring the goods for a business, the Consumer Guarantees Act 1993 will not apply.
9.3 Notwithstanding any other provision herein, the total liability of Sign Foundry will always be limited to replacing goods or materials or workmanship that is defective to the value received by Sign Foundry under the relevant contract.  No claim for consequential losses or damages of any kind will apply.
9.4 The Buyer will indemnify and hold harmless Sign Foundry against any losses, liabilities, costs, or actions suffered or incurred as a consequence of any third party claiming that work undertaken by Sign Foundry is offensive or illegal or in breach of any intellectual property right or other right which such third party may have.

Termination

10.1 If the Buyer is in default of any obligations, covenants, or agreements under these Terms and Conditions of Sale at any time, Sign Foundry may terminate any contract by notice in writing to the Buyer.
10.2 In such an event, the Buyer shall be liable to pay the cost of any work (including preliminary work) undertaken at that time. Such cost shall be payable as a debt due immediately upon demand.

General

11.1 Applicable Law/Unenforceability
11.1.1 The law of New Zealand shall apply to any contract between the Sign Foundry and the Buyer.
11.1.2 If any provision in these Terms and Conditions, or any other collateral agreement or document between Sign Foundry and the Buyer, is deemed illegal or unenforceable, then such provision shall be excluded. Still, only to the extent required to remedy the illegality or unenforceability shall these terms and conditions and such collateral document apply in all other respects by their stated terms.
11.2 Assignment
11.2.1 Sign Foundry is entitled at any time to assign to any other party all or any part of a debt that is owed to Sign Foundry.
11.2.2 Sign Foundry may assign or subcontract any part of the work under any contract.
11.2.3 Concerning such assignment (in either case), the assignee shall be entitled to the full rights of Sign Foundry previously applied.
11.3 Set-Off
11.3.1 Sign Foundry (or any such assignee) shall be entitled to set off against any monies which may be or may be alleged to be owing to the Buyer, the amount of any debt incurred or payable by the Buyer to Sign Foundry, or to such assignee.
11.4 Waiver
11.4.1 All rights, powers, and entitlements of Sign Foundry at law in respect of any contract shall remain in full force, notwithstanding any neglect, forbearance, delay, or waiver by Sign Foundry in enforcing them.
11.4.2 If Sign Foundry waives or is deemed to have waived any condition, no waiver shall be accepted unless it is in writing and signed by the director of Sign Foundry. If accepted, such waiver shall apply only to the extent that it is expressly given and shall not be deemed to affect any other dealing or matter between the Buyer and Sign Foundry.
11.5 Authority to Sign
11.5.1 The person signing any quotation on behalf of the Buyer acknowledges that they have the authority to bind the Buyer.
11.5.2 If the Buyer is not liable due to an alleged deficiency in such authority, the person signing will be personally liable for payment of the debt arising.
11.6 Intellectual Property Rights
11.6.1 Unless expressly agreed in writing to the contrary, Sign Foundry owns and retains ownership of all intellectual property rights, including copyright, patents, registered designs, or protection of confidential information regarding any works undertaken by Sign Foundry for the Buyer.
11.6.2 The Buyer will always keep Sign Foundry advised of any infringement or potential infringement by a third party of Sign Foundry’s intellectual property rights.
11.6.3 The Buyer will also immediately advise Sign Foundry of any alleged infringement by Sign Foundry of a third party’s intellectual property rights.  The Buyer will indemnify and hold harmless Sign Foundry against any losses, costs, actions or liabilities suffered or incurred due to such infringement or alleged infringement.
11.7 Right of Variation
11.7.1   Sign Foundry reserves the right to vary these Terms and Conditions of Sale by notification to its customers.
11.8 Disputes
11.8.1 In the event of any dispute arising between Sign Foundry and the Buyer, such dispute shall, in the first instance, be referred to mediation for resolution.
11.8.2 If resolution by such means is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may take legal action to resolve the dispute.
11.8.3   Nothing in this clause prevents Sign Foundry from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.
11.9 Privacy Act
11.9.1 About the Privacy Act 2020, the Buyer acknowledges that Sign Foundry Privacy Policy found on its website will apply [https://www.signfoundry.co.nz/privacy-policy/], and in addition and in particular:

1. a) Personal information collected or held by Sign Foundry may be held, used or disclosed for any of the following purposes: administering (whether directly or indirectly) contracts or enforcing rights under contracts, marketing goods and services from time to time (including through Sign Foundry’s National Office or any other Sign Foundry branch), ascertaining at any time the Buyer’s creditworthiness, and obtaining credit reports, character references or credit statements, enabling Sign Foundry to notify any credit agency of any application for credit or default on any obligation of the Buyer to Sign Foundry, and enabling Sign Foundry to provide such personal information to any credit agency. Also, it allows Sign Foundry to communicate with the Buyer for any purpose.
2. b) Such personal information (where applicable) is collected and held by Sign Foundry, the address of which is specified in the quotation. The Buyer has the right under the Privacy Act to obtain access to and request correction of any personal information held by Sign Foundry.
3. c) The Buyer authorises Sign Foundry to obtain from any other person or agency any information that Sign Foundry requires to process and/or accept any application for credit and to enforce its rights.
4. d) The Buyer authorises any person to release to Sign Foundry to establish the Buyer’s creditworthiness any personal information that person holds concerning the Buyer.
5. e) If the Buyer fails to provide any information requested by Sign Foundry concerning any credit application, such credit may not be provided.11.10 Personal Property Securities Act (“PPSA”)

11.10.1 In respect of the security interest created by Clause 8.1 herein and upon assenting to these terms and conditions in writing, the Buyer acknowledges and agrees that:
(a) these terms and conditions constitute a security agreement for the PPSA and
(b) A security interest is taken in all goods previously supplied by Sign Foundry to the Buyer (if any) and all goods that will be provided by Sign Foundry to the Buyer in the future.
11.10.2 The Buyer 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) that Sign Foundry 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 Foundry for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any goods charged thereby.
(c) not register a financing change statement or a change demand without the prior written consent of Sign Foundry; and
(d) immediately advise Sign Foundry of any material change in its business practices for selling goods that would result in a change, such as proceeds from such sales.
11.10.3 Sign Foundry and the Buyer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
11.10.4 The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
11.10.5 Unless otherwise agreed to in writing by Sign Foundry, the Buyer waives its right to receive a verification statement by section 148 of the PPSA.
11.10.6 If Sign Foundry does not have priority over all secured parties in relation to any goods at any time, then, pursuant to Section 107(1) of the PPSA, for the purposes of dealing with those goods, the Buyer and Sign Foundry specifically contract out of Sections 108 and 109 of the PPSA, to the extent of replacing the words “a secured party with priority over all other secured parties”, in each case, with “Sign Foundry.”
11.10.7 The Buyer shall unconditionally ratify any actions taken by Sign Foundry under clauses 11.10.1 to 11.10.6.
11.11 Security & Charge
11.11.1 Despite anything to the contrary contained herein or any other rights which Sign Foundry may have howsoever:
(a) to the extent that the Buyer is the owner of any interest in land, chattels or intangibles or any other asset capable of being charged, the Buyer agrees to mortgage and charge all of their joint and several interest in the said land or other asset to Sign Foundry or Sign Foundry’ nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Buyer acknowledges and agrees that Sign Foundry (or Sign Foundry’s nominee) shall be entitled to lodge, where appropriate, a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met. Regarding any caveat so lodged, the Buyer will have no claim against Sign Foundry, and the Buyer releases Sign Foundry from any such claim. In addition, the Buyer will indemnify and hold harmless Sign Foundry against any cost loss claim or liability it suffers or incurs upon any third-party claim related to the caveat.
(b) should Sign Foundry elect to proceed in any manner by this clause and its sub-clauses, the Buyer shall indemnify Sign Foundry from and against all Sign Foundry’s costs and disbursements, including legal costs on a solicitor and own client basis.
(c) The Buyer agrees to irrevocably nominate, constitute, and appoint Sign Foundry or Sign Foundry’s nominee as the Buyer’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 11.11.

Contact Information

For any inquiries regarding the terms and conditions, please reach out to us at:

Sign Foundry, PO Box 31-229, Lower Hutt, Wellington