TERMS OF TRADE

Elegart Print Ltd, trading as Ascent Print

Auckland, New Zealand

These Terms of Trade apply to every quotation we give and every order we accept for the decoration, printing or supply of glass, ceramic and similar goods, and to every related service. Please read them before you accept a quote or place an order.

The current version is always at ascentprint.co.nz/terms.

1. DEFINITIONS

1.1 "We", "us", "our" and "Ascent" mean Elegart Print Ltd, trading as Ascent Print.

1.2 "You", "your" and "the Customer" mean the person or business ordering from us, and anyone acting on their behalf with their authority.

1.3 "Goods" means any goods we decorate, print, supply or deliver to you, including goods decorated on blanks you supply.

1.4 "Services" means any decoration, printing, artwork, sampling, storage, handling or other work we do for you, and any advice we give in connection with it.

1.5 "Blanks" means undecorated bottles, glasses, ceramics or other stock to be decorated, whether supplied by us or by you.

1.6 "Price" means the price for the goods and services set out in our quotation, order confirmation or invoice, plus any agreed extras, freight and GST.

1.7 "Days" means calendar days. "Working days" means any day other than a Saturday, Sunday or public holiday in Auckland, and excludes the period from 25 December to 5 January.

1.8 "In writing" includes email.

2. THESE TERMS, AND HOW YOU ACCEPT THEM

2.1 You accept these terms when you do any of the following: accept a quotation, place an order (by email, purchase order, phone or in person), supply artwork or stock for a job, or take delivery of goods. Each of these is acceptance of these terms in full.

2.2 These terms are the whole agreement between us for the job. Any terms printed on your purchase order, supplier form or other document do not apply, even if we do not object to them, unless we agree to them in writing and that agreement is signed by a director of Elegart Print Ltd.

2.3 A quotation, order confirmation or invoice may set the price, quantity, specification, process, delivery and lead time for a job, and those details apply to that job. Any change to clauses 8 to 11 of these terms (claims, remedies, liability and statutory exclusions) applies only if it is in writing and signed by a director of Elegart Print Ltd.

2.4 We may update these terms. The version on our website when you accept a quote or place an order is the version that applies to that job.

2.5 Only what is written in the quotation, the order confirmation or these terms binds us. No statement by our staff or representatives, and no verbal instruction from you, forms part of the agreement unless confirmed in writing. We are not liable for errors arising from instructions that were not given to us in writing.

2.6 If you are a consumer (you are not buying for the purposes of a business), nothing in these terms limits your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, and clauses 9 to 11 apply to you only to the extent the law allows.

3. QUOTATIONS AND PRICES

3.1 Prices are in New Zealand dollars and exclude GST unless the quotation says otherwise. GST is added on the invoice at the rate in force. Where a supply is zero-rated (for example, an export), no New Zealand GST is charged.

3.2 Quoted prices hold for 30 days from the date of the quotation. After that we will re-quote, because raw glass, ceramic ink and freight prices move.

3.3 A price list states rates, not a quoted job. Final amounts depend on artwork, quantity, substrate, treatments and freight, and are confirmed on your order.

3.4 A quotation is based on the artwork, quantity, substrate and specification given to us at the time. A change to any of these after acceptance may change the price and the lead time, and we will tell you before proceeding. Agreed extras are shown separately on the invoice.

4. ARTWORK

4.1 Artwork must meet the requirements on our Artwork Specs page (ascentprint.co.nz/artwork-specs) at the time of your order. Where artwork does not meet those requirements, we will tell you before proceeding, and any work needed to make it suitable may be charged.

4.2 We print from the proof you approve. Once a proof is approved in writing, that proof is the specification for the job. Anything found afterwards that was visible on the approved proof is a new job at your cost, not a remake.

4.3 You confirm that you hold the rights to reproduce all artwork, logos, text and images you supply, and you indemnify us against any claim that you did not.

4.4 Films, screens, plates and digital files we make remain our property. We keep screens for 12 months so repeats need no new film, then we may destroy them. A repeat of the same artwork on the same substrate carries no new film or screen charge while we still hold the screens.

4.5 Artwork you supply remains yours. Where we create or adapt artwork, designs or drawings for you, the copyright in them remains with us. Once the job they were made for is paid in full, you may use them for that job and its repeats with us. You may not use them for work by others unless we agree in writing.

4.6 You are responsible for the content of your artwork, and for your finished product, complying with all laws that apply to it, including labelling, food, alcohol and advertising rules (for example, standard drink, health warning and Food Standards Code requirements). We print what you approve and do not check it for regulatory compliance.

5. SAMPLES, APPROVAL AND YOUR OWN TESTING

5.1 Unless we agree otherwise in writing, we make a pre-production sample before any production run, and you must approve that sample in writing before the run starts. The approved sample, together with the approved proof, is the specification for the run.

5.2 Decorated glass and ceramic goods go into many different processes after they leave us: washing, filling, pasteurising, chilling, capping, labelling, transport and commercial use. We do not know or control your processes. You are responsible for testing the approved sample, and the delivered goods, in your own processes and under your own conditions of use before filling, processing or using the goods in volume.

5.3 A defect that testing under clause 5.2 would have revealed is treated as a defect that could reasonably have been detected on inspection (see clause 8).

5.4 Samples are charged as a normal print run. If you order the run on the same artwork and substrate within 7 working days of the sample being sent, the setup charge for that run is waived.

5.5 A Pantone reference is a target, not a guarantee. Ceramic inks shift in the kiln and the substrate shows through, so the fired result differs from a screen proof or a paper proof. Only a fired sample confirms a colour match.

6. DURABILITY, CARE AND FOOD CONTACT

6.1 The durability of decoration depends on the process. Your quotation states the process for each item. Kiln-fired decoration is dishwasher durable in normal commercial use. Hot-room cured (organic ink) decoration is hand-wash only and is not intended for abrasive handling, commercial glass-washers or repeated heavy contact such as bulk transport without dividers.

6.2 No decoration is proof against abrasive cleaners, scourers, or glass-washer chemicals run outside their dosing range, and none is warranted against misuse.

6.3 If your goods will be used in a process or environment that differs from the one you described when ordering, tell us before approving the sample. Decoration specified for one use is not warranted for another.

6.4 Unless agreed otherwise in writing, decoration is placed clear of the lip and rim area of drinking vessels. If you ask for decoration in the lip or rim area, or on a food-contact surface, tell us before approving the sample. Unless we have agreed in writing to supply goods tested to a stated standard, we do not warrant that decoration meets any food-contact or migration limit (including for lead or cadmium), and you are responsible for any testing your use requires.

7. QUANTITIES, BLANKS YOU SUPPLY, AND BREAKAGE

7.1 Decorating and firing consume some stock, so the finished count may land within 10% either side of the quantity ordered. We invoice what we deliver. If you need an exact minimum, tell us before production and we will run to it.

7.2 Where you supply the blanks, send at least 5% over the run quantity to cover setup and spoilage. We take reasonable care of blanks you supply, and we check them on arrival for obvious damage, but we do not inspect them for suitability for decoration. Blanks you supply remain at your risk and are insured by you while they are with us, except for loss caused by our negligence.

7.3 We are not responsible for breakage of blanks you supply within normal production rates of up to 2% of the run, or for defects in the blanks themselves, including chips, scratches, mould marks, dimensional variation, or coatings, residues or contamination that reject ink or affect adhesion. Where such a defect is found during production we will tell you before continuing.

7.4 Glass and ceramic break, and decorating means handling every piece several times through print, cure and pack. Breakage of up to 2% on any run is normal and is neither charged to you nor replaced. Beyond that we will talk to you before continuing.

7.5 A handling charge may apply where blanks need unpacking and repacking; we confirm it before production.

7.6 Some blanks arrive with a factory or cold-end coating that must be burnt off in the kiln before they can be decorated. Where blanks you supply need this, or any other preparation before decoration, we tell you and quote the extra step before production. It is charged in addition to the quoted price, and blanks that do not survive the preparation count as breakage under clause 7.3.

8. INSPECTION, CLAIMS AND ACCEPTANCE

8.1 You must inspect goods on delivery and notify us in writing of any defect, shortage or damage within 7 days of delivery, and in every case before the goods are filled, processed, altered, labelled over, or passed to a third party.

8.2 Keep the affected goods, their packaging and any samples for us to inspect. We may require the goods to be returned to us, or to be made available for inspection, before we accept a claim.

8.3 Goods that have been filled, sealed, processed or altered are deemed accepted, except for a defect that could not reasonably have been detected on inspection and testing under clause 5.2.

8.4 Goods not notified under clause 8.1 are deemed accepted and conforming.

8.5 A claim must identify the invoice, the quantity affected and the defect, with photographs where possible.

9. OUR REMEDY FOR DEFECTIVE WORK

9.1 If goods are defective because of our workmanship, we will, at our option, either:

(a) re-decorate or replace the defective goods; or

(b) credit or refund the price you paid for the decoration of those goods.

9.2 Where we supplied the blanks, replacement under clause 9.1(a) includes the blanks. Where you supplied the blanks and they were ruined by our process, we will also credit their reasonable replacement value. This credit is in addition to, and not limited by, clause 10.1.

9.3 Where we re-decorate or replace goods under clause 9.1(a), we pay the cost of delivering the replacement goods to the original delivery address, and of collecting the defective goods where we ask for them to be returned.

9.4 The remedies in this clause are your sole remedies for defective goods or services, to the extent permitted by law.

10. LIMIT OF LIABILITY

10.1 To the extent permitted by law, and except as set out in clauses 9.2 and 9.3, our total liability for any claim arising out of or in connection with a quotation, order, goods or services, whether in contract, tort (including negligence), under statute or otherwise, is limited to the price you paid for the goods or services giving rise to the claim.

10.2 We are not liable for any indirect or consequential loss, or for any loss of the contents of the goods, loss of your product, filling, packaging, labelling or re-work costs, labour, transport, recall, loss of profit, loss of business, loss of goodwill or damage to reputation, however caused.

10.3 We are not liable for any loss arising from your use of goods in a process, environment or manner for which the decoration was not specified, from a failure to test under clause 5.2, from defects in blanks you supplied, from your artwork, instructions or specifications, or from your product or artwork not complying with any law (see clauses 4.6 and 6.4).

11. STATUTORY EXCLUSIONS

11.1 Where you acquire goods or services from us for the purposes of a business, you agree that the Consumer Guarantees Act 1993 does not apply, and the parties agree that it is fair and reasonable to be bound by this clause.

11.2 Where the parties are in trade, the parties agree that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply between them, that it is fair and reasonable to contract out of those provisions, and that neither party relies on any representation not set out in the quotation or these terms.

11.3 To the extent permitted by law, the implied terms, conditions and guarantees in Part 3 of the Contract and Commercial Law Act 2017, and any other implied terms as to quality, fitness for purpose or description, are excluded.

11.4 Nothing in these terms limits any right you have that cannot be excluded by law.

12. LEAD TIME AND DELIVERY

12.1 Production time is as estimated on your quotation, typically 10 working days, and runs from the later of artwork approval, sample approval and stock confirmation, not from the order date. Expedited runs are possible on request and are quoted per job.

12.2 Lead times are estimates given in good faith. We are not liable for delay caused by matters outside our reasonable control, including supplier delays, kiln or press breakdown, power supply, freight disruption or late artwork, approval or stock from you.

12.3 Freight, packaging and finishing are quoted per job and shown separately. Risk in the goods passes to you on delivery to you, to your carrier, or to any third party you nominate, even though we keep ownership of the goods until they are paid for. Where you arrange your own freight, risk passes when the goods leave our premises. Transit insurance is your responsibility unless it is quoted.

12.4 Goods not collected, or not able to be delivered, within 14 days of being ready may be invoiced, and a storage charge may apply. Goods still uncollected 60 days after we have invoiced them and asked you in writing to collect may be sold or disposed of, and you remain liable for any shortfall.

12.5 We may deliver in instalments where you have agreed a delivery schedule. Each instalment is invoiced and paid for on its own terms.

13. CHANGES AND CANCELLATION

13.1 Cancel or change an order after artwork approval and you pay for the work already done, including artwork, film, screens, samples and any stock committed or ordered for the job.

13.2 Once a run is on press or in the kiln it is charged in full.

13.3 We may decline or cancel an order before production starts if credit is refused, if your artwork or blanks are unsuitable for the process, or if we cannot source the blanks. Any deposit paid for that order is refunded, and we have no other liability for the cancellation.

14. PAYMENT

14.1 Payment is due by the terms on your account. For approved account customers, unless your account states otherwise, payment is due on the 20th of the month following the invoice date. Where no account has been opened, payment is due before dispatch, or on delivery for invoices marked COD. New customers may be asked for a deposit before production. Time for payment is of the essence.

14.2 Pay by direct credit to the bank account shown on the invoice, quoting the invoice number.

14.3 Overdue accounts may attract a late payment fee of 2% per month on the overdue amount, accruing before and after any judgment, plus all reasonable costs of recovery, including collection agency costs and legal costs on a solicitor and own client basis.

14.4 You may not withhold or set off payment because of a claim or dispute. Claims are dealt with under clauses 8 and 9.

14.5 We may suspend work, hold delivery or require payment in advance while any amount is overdue or a credit limit is exceeded.

14.6 If you become insolvent, enter liquidation, receivership or voluntary administration, make an arrangement with your creditors, or in our reasonable opinion will be unable to pay as amounts fall due, every amount you owe us becomes due immediately and we may cancel any unperformed part of your orders without liability.

14.7 Where more than one person or business places an order, each is jointly and severally liable for the whole price.

14.8 Give us at least 7 days' written notice of any change in your name, legal entity, ownership, address or contact details. Until we receive it, we may continue to invoice and deal with the entity and details we hold.

14.9 Credit accounts are opened on our credit application form, which may require a director's personal guarantee. The guarantee and these terms are read together.

15. OWNERSHIP OF GOODS

15.1 Goods remain our property until every amount you owe us has been paid in full. Until then you hold the goods as bailee for us, must store them so they are identifiable as ours, and must not alter or sell them other than in the ordinary course of your business.

15.2 If payment is overdue, we may, on reasonable notice and during business hours, enter any premises where the goods are stored to recover them. You grant us a security interest in all goods we have supplied or will supply to you, and in their proceeds, for the purposes of the Personal Property Securities Act 1999, and these terms are a security agreement for that Act.

15.3 You will sign any document and give any information we reasonably need to register a financing statement, and reimburse our cost of doing so. You waive your right to receive a verification statement under section 148 of that Act, and the parties agree that sections 114(1)(a), 133 and 134 do not apply, and that you waive your rights under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132, to the extent the Act permits.

16. OUR PROPERTY AND CONFIDENTIALITY

16.1 Screens, films, fixtures, process recipes, pricing and methods are our confidential property, whether or not a charge for them appears on your invoice.

16.2 We may photograph finished work and use it to show the kind of work we do, unless you tell us in writing before the job that you do not consent.

16.3 You authorise us to collect, hold and use information about you and any guarantor for assessing creditworthiness, administering your account and recovering amounts owed, and to obtain and disclose that information to and from credit reporting agencies, trade references and our professional advisers for those purposes. Where you are an individual, this is your authorisation under the Privacy Act 2020, and you may ask to see and correct the information we hold.

17. DISPUTES

17.1 If a dispute arises under these terms, either party may give the other written notice of it. Both parties will then try in good faith to resolve the dispute by discussion within 20 working days of the notice.

17.2 If the dispute is not resolved in that time, either party may take it to mediation or to court. Nothing in this clause stops either party seeking urgent relief from a court, or stops us recovering overdue amounts under clause 14.

18. GENERAL

18.1 Neither party is liable for failure to perform caused by events beyond its reasonable control, except for the obligation to pay money.

18.2 We may subcontract any part of a job, such as decal printing, finishing or freight, without your consent. We remain responsible to you for the work.

18.3 If any clause is unenforceable, the rest of these terms continue to apply.

18.4 These terms are governed by New Zealand law and the New Zealand courts have exclusive jurisdiction.

18.5 Notices and claims under these terms must be in writing to sales@ascentprint.co.nz, or to the postal address on our invoice.

Elegart Print Ltd, trading as Ascent Print. Questions about these terms: sales@ascentprint.co.nz.