“Benefitz” shall mean Benefitz DMA Limited and/or Benefitz Print (Harbour Print Limited), its permitted assigns and successors, or any agents or employees of Benefitz as appropriate.
“Customer” shall mean the customer as described in this agreement, any person acting on behalf of and with the authority or apparent authority of the customer, or any person purchasing goods and services from Benefitz.
“Goods” shall mean all goods and inventory supplied by Benefitz to the Customer; and all charges identified in any invoice issued by Benefitz to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and also means all services and advice provided by Benefitz 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 Benefitz to the Customer.
“Price” shall mean the cost of the Goods as agreed between Benefitz and the Customer in this agreement and includes all disbursements Benefitz pays to third parties on the Customer's behalf.
Any verbal or written instructions received by Benefitz from the Customer for the supply of Goods shall constitute an acceptance of these terms and conditions.
All orders received are subject to a 10% under- run or over- run. Errors and omissions excepted.
Confirmed orders cannot be cancelled
QUOTATION AND PRICE
Where a quotation is given by Benefitz for Goods:
Unless otherwise agreed the quotation shall be valid for 21 days from the date of issue; and
The quotation shall be exclusive of goods and services tax unless stated otherwise.
Benefitz reserves the right to alter the quotation at any time:
Because of circumstances beyond its control; and
The Customer varies its original requirements.
All quotations are subject to the availability of stock.
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 Benefitz between the date of the contract and delivery of the Goods.
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.
Where no price is stated in writing or orally agreed the Goods shall be deemed to be sold at the current amount as such Goods are sold by Benefitz at the time of this agreement.
Where the Customer wishes to vary an order;
The Customer must submit a written request to Benefitz outlining the requested variation;
Benefitz must within three (3) working days, notify the Customer of any extensions to time to carry out the order, of any additional costs arising from carrying out the variation and any change to the Price;
The Customer has two (2) working days from receiving Benefitz notice to accept those matters set out in Benefitz’s notice;
If the Customer does not respond within the stipulated timeframe or specifically accepts the matters set out in Benefitz’s notice, then the exchange of notices shall be deemed to be an agreed variation.
CHARGES AND PAYMENT
Unless otherwise agreed, payment for Goods shall be made in full without set off or deduction either:
Within seven (7) days of the date of invoice; or
Where the Customer holds a trade account with Benefitz, on or before the 20th day of the month following the date of the invoice; in each case the “due date”.
If the Customer fails to make payment by the due date, the Customer shall pay interest on the amount outstanding at the rate of 2.5% per month or part month until the date that payment is made. The Customer shall pay all expenses, disbursements and costs (including legal costs on a client/solicitor basis) that are incurred by Benefitz in the enforcement of any rights contained in this agreement.
Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
A deposit may be required in Benefitz’s sole discretion.
Benefitz may in its discretion allocate any payment received from the Customer towards any invoice that Benefitz 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 Benefitz, payment shall be deemed to be allocated in such manner as preserves the maximum value of Benefitz purchase money security interest in the Goods.
From time-to-time Benefitz may be asked by customers to invoice projects in advance of their timeframe. If Benefitz agrees to do this it is on the understanding that the amount will not be credited at all at a later date. If not used for the intended project Benefitz terms relating to undertaking this request is that it won’t be refunded but can be allocated to other projects or future projects.
DELIVERY, RISK, INSURANCE AND INSPECTION
If Benefitz has specified an anticipated delivery date, Benefitz will use its reasonable endeavours to arrange delivery of the Goods by that date. Benefitz is not liable for any failure to deliver, or for any delay.
Delivery shall be made at the place in New Zealand indicated in this agreement and if no place is indicated then Benefitz will make the Goods available at Benefitz’s premises for collection by the Customer. Delivery of Goods to the Customer shall be deemed completed either upon Benefitz delivering the Goods to the place named in the agreement or, where no place is indicated in the agreement, then upon Benefitz making the Goods available for collection at Benefitz’s premises. Upon delivery being effected at Benefitz’s premises the Customer shall bear all costs arising out of transportation of the Goods from Benefitz’s premises to the Customer (including shipping, brokerage, freight, insurance and all taxes and duties payable).
At the Customer’s request, Benefitz will take reasonable steps to obtain a quote from its usual carrier as to the cost of transporting the Goods to the Customer. If the Customer provides Benefitz with written acceptance of the quote during the period applicable to the quote, then the Customer is required to pay such amount either to Benefitz or Benefitz’s carrier as Benefitz may direct. If the Customer does not accept that quote within the applicable period then the Customer is responsible for arranging transportation of the Goods through a reputable carrier.
Irrespective of whether ownership and title in the Goods remains vested in Benefitz, risk in the Goods shall pass to the Customer upon delivery. The Customer is responsible for all insurance of all Goods from the time of delivery.
The Customer shall inspect the Goods upon delivery and shall within seven (7) days after delivery notify Benefitz in writing of any abnormalities (faults or damage) the Customer wishes to make a claim for. If the Customer does not, the Customer shall be deemed to have accepted the Goods and no returns shall be made or accepted by Benefitz.
Pallets will only be credited upon return to Benefitz in good condition. Outer cartons will not be credited.
TITLE AND SECURITY
Ownership and title in the Goods, or any proceeds from on-sale of the Goods, shall not pass to the Customer until the Customer has paid Benefitz in full for the Goods and has paid Benefitz in full for all other sums due to Benefitz by the Customer on any account whatsoever in accordance with this agreement.
If Benefitz supplies Goods without first obtaining payment in full for the same, then the Customer acknowledges and agrees that Benefitz shall be entitled at the cost in all respects of the Customer to register on the Personal Property Securities Register any security interest that Benefitz possesses in respect of all Goods supplied and the proceeds of on-sale of such Goods and the Customer acknowledges that Benefitz’s security interest survives until the Customer pays in full all sums due to Benefitz under this agreement.
The Customer acknowledges and agrees that until payment in full has been made to Benefitz for all of the Goods supplied:
Benefitz possesses a Purchase Money Security Interest (as that term is defined in the Personal Property Securities Act 1999 (“PPSA”) in the Goods; and
If the Customer on-sells the Goods prior to payment to Benefitz, the Customer will pay the proceeds derived from that on-sale into a separate account for the benefit and as trustee for Benefitz so that those proceeds remain identifiable in connection with that on-sale and the Goods.
If at any time Benefitz has sufficient cause to exercise its rights under section 109 of the PPSA, the Customer irrevocably grants Benefitz the right and licence to enter upon any premises where the Goods are located to remove and repossess the Goods, without notice and without liability whatsoever to the Customer, or to any person or company claiming through the Customer.
The Customer covenants to assist and co-operate with Benefitz by completing any documentation and/or providing any information as may be required by Benefitz in order for Benefitz to achieve and perfect its desired security position under the PPSA and the Customer waives any right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest under the PPSA.
Nothing in sections 114(1)(a), 117(1), 133 and 134 of the PPSA shall apply to this agreement nor shall the Customer’s rights as a debtor in sections 116, 119, 120(2), 121, 125-127, 129 and 132 of the PPSA apply to this agreement. The Customer agrees that any rights Benefitz has in addition to those in Part 9 of the PPSA will continue to apply.
The Customer agrees that Benefitz may exercise a general lien against any goods and services or property belonging to the Customer that is in the possession of Benefitz for all sums outstanding under this contract and any other contract to which the Customer and Benefitz are parties.
If the lien is not satisfied within seven (7) days of the due date Benefitz may, having given notice of the lien at its option either:
Remove such goods and services and store them in such a place and in such a manner as Benefitz shall think fit and proper and at the risk and expense of the Customer; or
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 without being liable to any person for damage caused.
COMPUTER TO PLATE (CTP PLATES)
Where CTP Plates are used to print items please note the following. Due to the limited life of CTP plates, the original plate price will apply for any straight reprints ordered as the plates will need to be remade.
USED LARGE BILLBOARD OR BANNER SKINS
Unless an alternative request is made by the customer, all large used banners & billboard skins, that Benefitz team members or contractors remove from sites or trailers, will be destroyed/recycled once they are returned to our premises.
SIGNAGE & PRINTING ON SUPPLIED SUBSTRATES
Unless otherwise agreed in writing, when Benefitz or any employees/contractors are requested to install signage, adhesive prints and other types, over existing surfaces, substrates, paint finishes etc. it can not be held responsible for any damage done to that surface on removal. While every care is taken, there can be an unknown element to what will happen on removal due to the integrity and variance in quality of the surface.
Benefitz is in the business of supplying the substrates and print media that it prints on. We are more than happy to print on supplied substrates, but only on the basis that we can not be held responsible for the spoilage of any supplied items/substrates.
The Customer shall:
If the trailer is intended to be used in a location or manner which is outside its usual or ordinary use, advise Benefitz of the intended location and/or nature of use at the time of hiring the trailer;
Take proper and reasonable care of the trailer and return it to Benefitz at the end of the hire period (to the point of collection, unless otherwise specified in the Hire Agreement) in the same order and condition as at the commencement of the hire (fair wear and tear excepted);
Carry out all necessary daily servicing, (including the inspection and/or the supply of all necessary tyre pressures, etc.) at the CUSTOMER’S OWN EXPENSE;
Satisfy itself that the trailer is suitable for the Customer’s intended use;
Use the trailer in a lawful manner with due regard to all laws and regulations pertaining to the use of such trailer;
Immediately cease operating the trailer and notify Benefitz by telephone if the trailer is faulty, damaged, breaks down or if any safety concerns are raised;
Except as permitted by the Consumer Guarantees Act 1993, not bring or threaten to bring any claim against Benefitz for loss or damage incurred or threatened against the Customer or arising directly or indirectly from the Customer’s use of the trailer;
Notify Benefitz immediately if the hired trailer is lost or stolen and shall follow all reasonable instructions of Benefitz;
Be responsible, and indemnify Benefitz, for any loss, theft or damage to the trailer that occurs from the time the Customer takes possession of the trailer until it is returned to Benefitz possession including:
in the case of damage, the full cost of all repairs to restore the trailer to the condition it was in at the time of hire;
in the case of loss, theft or irreparable damage to the trailer however caused, the full cost to Benefitz of replacing the trailer; and
Be responsible for and indemnify Benefitz for any loss of revenue suffered by Benefitz due to the unavailability of the trailer for hire due to loss, theft or damage; and
Not remove, deface or obscure any marks of identification or ownership or registration on the trailer.
The Customer warrants that all persons who use the trailer shall be COMPETENT and QUALIFIED to use the trailer, shall use the trailer in the manner it was designed to be used, and follow any directions from Benefitz, local authorities, codes of practice and/or the manufacturer of the trailer relating to the use and safety of the trailer and shall comply with all obligations in relation to the use and control of the trailer and person using said trailer in accordance with the Health and Safety in Employment Act 2015 and all other relevant legislation.
If the Customer is not an individual, the person who signs the Hire Agreement on behalf of the Customer warrants that they have authority to bind the Customer and will, in any event, be personally liable for the performance of the obligations on the Customer. The person signing hereby indemnifies Benefitz against all losses and costs that may be incurred by Benefitz arising out of the person signing the Hire agreement failing to have such power or authority.
The Customer shall, upon request by Benefitz, advise Benefitz of the whereabouts of the trailer and allow Benefitz reasonable time to inspect and test the trailer and for such purposes the Customer gives irrevocable leave and licence to Benefitz to take possession of and/or remove the trailer, and to enter any premises where the trailer or any part of the trailer may be.
Domain names managed by Benefitz will automatically be renewed each year for the time period of one (1) year unless otherwise specified. Some domain extensions are required to be renewed for longer periods and can range from two to three (2-3) years. The renewal period for domain(s) will be noted on applicable invoices. If customers no longer wish to renew a domain name they will need to contact Benefitz one (1) month before the domain is to expire as domains are billed in advance. Charges may not be reimbursed for domain cancellations. Benefitz will not release any domain(s) until outstanding monies have been settled in full.
DOMAIN EMAIL ACCOUNTS
Domains that are managed by Benefitz are eligible for up to five (5) free email accounts with a combined mailbox storage allowance of 5Gb (mailbox storage overuse charges will apply should this allowance be exceeded). Domains hosted by third party providers do not qualify for email services from Benefitz. Benefitz will set up the requested email accounts with our third party email provider and provide the account details and instructions on how to set up your email for your specified devices. Benefitz use a local third party provider for the hosting of email accounts. Benefitz does not provide technical email support for email services after this initial set-up period. This should be provided by IT support providers.
Benefitz have dedicated web servers hosted in a secure off-site location. Our servers have been optimised to run all Benefitz BWEB websites at maximum performance as well as standard HTML websites. Benefitz will not host any Wordpress websites due to associated security risks. Hosting charges cover the maintenance of the servers, nightly backups of websites and minor website updates. Hosting consist of 200MB of disk space and 2GB of traffic which should be ample for most websites. Benefitz reserves the right to review yearly and adjust pricing if necessary. All hosting is invoiced annually and starts one (1) month after the website is launched on our server.
INTELLECTUAL PROPERTY AND USE BY THE CUSTOMER
All of the trademarks, patents, copyright, designs (including rights of drawings, calculations, models, samples, descriptions, figures, dimension specifications and the like) or other intellectual property rights (whether or not registered) in respect of the Goods (collectively “Intellectual Property”) remain Benefitz’s property notwithstanding the sale/supply of the Goods to the Customer. The Customer may not use, reverse engineer, remove, interfere with or alter the Intellectual Property in any way. Intellectual Property owned by Benefitz may not be copied, reproduced, distributed, modified, published, uploaded, posted, or transmitted in any way without Benefitz’s prior written consent.
The Customer acknowledges that it is aware that any breach of this clause 11 may result in Benefitz suffering damage. The Customer indemnifies Benefitz against all losses, damages, expenses and legal costs (including on a solicitor and client basis) that Benefitz may reasonably sustain or incur as a result, whether directly or indirectly, of any breach by the Customer of the provisions of this clause 11.
This clause 11 survives termination of this agreement.
The Customer may use the Goods only if paid for in full and for the purpose for which they were intended and supplied by Benefitz.
Manufacturer's warranties may apply to the Goods.
Benefitz warrants that it is skilled and experienced and possesses the expertise needed to provide the Goods the subject of this agreement.
LIMITATION OF LIABILITY
The warranties provided in clause 11 replace all other representations or warranties (statutory, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose) and all such representations and warranties (excepting those which may not be lawfully excluded) are specifically excluded. The exclusions and the limitations contained in clause 11.2 do not apply to rights granted to the Customer under the Consumer Guarantees Act 1993, unless the Customer is acquiring the services for the purposes of a business in which case the provisions contained in the Consumer Guarantees Act 1993 shall not apply.
Under no circumstances will any warranty express or implied relating to the Goods extend to or include nor will Benefitz be liable (whether vicariously or otherwise) under the law of tort, contract or otherwise for:
Any loss or damage of any kind whatsoever, arising from the supply of Goods by Benefitz 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 Benefitz to the Customer;
Any loss of profits or savings or any indirect, special, incidental or consequential loss or damage, however caused, arising out of or in connection with the performance or non-performance of Benefitz and/or this agreement;
Damage to Goods after risk of loss passes;
Any loss or damage not covered by a warranty arising;
Any loss or damage caused by a force majeure event; or
Any loss or damage arising from the termination of this agreement.
Notwithstanding any other provision of this agreement and without prejudice to clause 10.2, if for any reason Benefitz becomes liable for loss or damage that would have otherwise been excluded then its total liability to the Customer arising out of any claim for damages for any cause will be limited at Benefitz’s election to either the monetary amount of the value of the Goods giving rise to the claim or the actual damage or loss suffered by the Customer whichever is lesser.
The Customer shall indemnify Benefitz 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 Benefitz or otherwise, brought by any person in connection with any matter, act, omission, or error by Benefitz its agents or employees in connection with the Goods.
No party to this agreement shall begin any court proceedings relating to any dispute arising out of this agreement (including any dispute as to the validity, breach or termination of this agreement or as to any claim in tort, in equity pursuant to any statute) unless that party has complied with the following paragraphs of this clause.
Any party who claims that a dispute has arisen under or about this agreement must give written notice to the other party specifying the nature of the dispute.
On receipt of the notice by the other party, the parties to this agreement:
Must co-operate and use their reasonable endeavours to resolve the dispute quickly;
Must, if they do not within seven (7) days of receiving the notice (or any further period as they may agree in writing) resolve the dispute, refer the dispute to mediation (“mediation”).
The mediation shall be conducted in terms of the LEADR New Zealand Inc. Standard Mediation Agreement and the mediation shall be conducted by a mediator and at a fee agreed by the parties, failing agreement between the parties, the mediator shall be selected, and the mediator’s fee shall be decided by the Chair for the time being of LEADR New Zealand Incorporated.
RIGHTS OF TERMINATION
Benefitz may in its sole discretion terminate this agreement by written notice to the Customer if:
The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or
The Customer defaults in the performance of its obligations under this agreement and the default is in Benefitz’s reasonable opinion incapable of being remedied; or
The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt.
Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of Benefitz. Benefitz shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.
Benefitz may assign its rights under this agreement provided however the Customer shall not assign all or any of its rights or obligations under this Agreement without Benfitz’s written consent.
Benefitz shall not be liable for delay or failure to perform its obligations. Benefitz shall not be liable for any errors, quality defects, faults or omissions in customer supplied materials.
Failure by Benefitz 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 or obligations Benefitz has under this contract.
If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
The Customer authorises Benefitz to collect, retain, disclose and use any information about the Customer, for the purpose of assessing the Customer's credit worthiness, enforcing any rights under these terms and conditions or marketing any Goods provided by Benefitz to any other party; and where the Customer is a natural person the authorities under this clause 3.1 are authorities or consents for the purposes of the Privacy Act 1993
A History of Benefitz
Benefitz was founded in 1988 by Aidan Bennett. He remains Managing Director and the driving force behind the business today.
Aidan did an advertising cadetship at the New... read more