Conditions of Sale
Standard Conditions of Sale & Recognised Customs of the Embroidery Trade
- Acceptance of Orders:
Southern Monograms Ltd (SM) will only supply the customer (the Customer) with goods on these terms unless we have agreed in writing to different terms. The Customer should obtain written confirmation from SM where the customer believes a representation made by or on behalf of SM is an essential term of the contract of sale. SM will not be liable should the customer suffer any loss where the customer fails to obtain written confirmation.
SM reserves the right to request a deposit prior to the commencement of any work.Unless an application for Trade Account has been completed and approved before the delivery of goods and services, terms are cash on delivery.Where such an application has been approved the Customer must pay by the 20th day of the month following invoice. If the Customer does not do so SM will be entitled to:
- Defer supplying the Customer with more goods & services.
- Charge the customer interest from the date on the invoice on the amount owing at a rate 5% above the overdraft rate charge by ANZ Bank of New Zealand at the time payment was due.
- Cancel any discounts given and re-invoice at the full rate applicable from the time of purchase.
If SM determines the credit of the Customer to be unsatisfactory SM may require for payment and suspend performance of SM’s obligation under the contract until provision of sufficient security. The customer shall be liable for all costs incurred by SM as a result of such a suspension and any recommencement.
The Customer is not entitled to withhold payment or to make any deductions from the contract price without the prior written consent of SM.
Receipt of a cheque, bill of exchange or any other negotiable instrument by SM whether before or after judgment will not constitute payment and the customer will remain liable under the terms hereof until such cheque, bill of exchange or negotiable instrument is honored.
When quotations are based on printed, typewritten or other good copy and the copy actually given is poorly prepared or different from that originally submitted or described, an extra charge may be made for any additional work or cost involved.The written quotation of SM shall be deemed to interpret correctly customer’s instructions, whether written or verbal and customers are accordingly advised to exercise due care in checking quotations.When SM has quoted a firm price and no period of effectiveness is given then the price will only apply for 14 days from the date of quotation.
- Price and GST:
The price of goods and services will be current at the date of delivery unless SM had quoted a firm price. The price of the goods and or services will always exclude GST.
- Duty, Exchange & Insurance:
In all quotations for work for which threads or material is specifically indented, the price shall be increased or decreased proportionately should duty, exchange, insurance or other charges on such materials or threads be altered before the Inwards Customs Entries are passed.
- Cost Variation:
Quotations throughout these conditions include “estimates” that are based upon the current costs of production and are subject to amendment by SM on or at any time after acceptance to meet any rise or fall in such costs.
- Customer’s Verbal Instructions:
SM shall not be held responsible for errors or omissions due to oversight or to misinterpretation of the customer’s verbal instructions.
Quotations are only for work according to the original specifications. If through the customer’s error or change of mind, more work is required to be done; such extra work will carry an additional charge at current rates, for the additional work carried out. Where a customer does not provide acceptable artwork for a job SM shall make a style for him, and charge, as alterations all variations from that style.
- Experimental Orders, Proofs & Samples:
Customer’s corrections on or after first proof, including alterations in style, will be charged extra. No responsibility will be accepted for errors in proofs approved by customers. Where more than one proof is requested after a quotation is given, or where embroidery proofs are demanded, the customer shall pay time charges covering the full cost.Work produced in an experimental draft way, (including graphic design and stitched samples) at a customer’s request will be considered an order and charged for. Sketches and dummies submitted on a speculative draft basis shall remain the property of SM, and no use of the same shall be made, nor shall any idea obtained there from be used except upon payment of compensation determined by SM.
- Copyright & Ownership of Embroidery Programme:
SM owns the copyright in all embroidery programs. While the right to use an Embroidery Programme will remain with the Customer, once paid for, the actual “Programme” Card, Tape, Cassette, Disk or any means of reproducing the Programme will remain the sole property and right of SM.
- Illegal Matter & Intellectual Property:
SM shall not be required to embroider any matter that in their opinion is or may be of illegal or libelous nature.SM shall be indemnified by the Customer in respect of any claims, costs, and expenses arising out of any illegal or libelous matter embroidered for the customer or any infringement of copyright, trademark, patent, design or other intellectual property right.
- Holding Machines to Customers Instructions:
Unless the customer is present when the job is being made ready embroidery machines standing customer’s approval will be charged at current rates for the standing time.
- Variation in Quantity:
Every endeavor will be made to deliver the correct quantity ordered, but quotations are conditional upon a margin of five percent being allowed for overs or shortages unders, the same being charged for or deducted pro rata.
Unless otherwise specified quotations are based upon a continuous and uninterrupted delivery of the complete order to SM.Should expedited delivery be agreed upon necessitating over-time or other additional costs, an additional charge may be made.If SM has specified a delivery date SM will endeavor to deliver the goods and services to the Customer by that date, however:SM will be entitled to deliver the goods or services to the customer after the agreed date or cancel the contract without in any way being liable to the customer if the delay is in respect of causes outside SM’s control.
SM may deliver the goods or services to the customer in installments in any quantity and each delivery will be a separate contract independent from other deliveries.
The Customer may not refuse to accept delivery of goods or services except where there is a prior agreement in writing.
- Customer’s Property and Property Supplied:
The Customer’s property and all property supplied to be embroidered by or on behalf of the customer will be held at the customer’s risk. Every care will be taken to secure the best results where customers supply materials or equipment, but responsibility will not be held for imperfect work caused by defects in or unsuitability of such materials or equipment.Where the customer supplies materials or garments adequate quantities shall be supplied to cover spoilage.
- Suspended Work & Cancellation of Orders:
The suspension of work for a period of thirty days shall entitle SM to payment in full for the portion of the work completed.Orders cannot be cancelled except upon terms that will compensate SM for all expenses incurred and otherwise protect him against loss.
- Exclusions & Limitations to Our Liability:
Where law permits SM can exclude or contract out of all statutory conditions, guarantees and warrantees including but not limited to the warranties imposed by the Sale of Goods Act 1908. SM gives technical advice or assistance entirely at the customer’s risk.SM warrants only that the goods or services comply with the specifications of SM where SM is the manufacturer or that they comply with the manufacturer’s specifications where SM is not the manufacturer.All descriptions of the goods and services are to enable their identification and does not mean that their sale is by description.SM shall not be liable to the customer for indirect or consequential loss or for any loss to the customer arising from third party claims occasioned by errors in carrying out the work or by delays in delivery or failure to supply goods or services. Any liability by SM due to negligence or willful default is limited to the amount SM may receive from the manufacturer where SM is not the manufacturer or to the sale price or services where SM is the manufacturer.
- General Lien:
SM shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in the hands of SM and shall be entitled on expiration of fourteen days notice to dispose of such goods or property as SM thinks fit and to apply the proceeds towards such debts.
- Title & Risk:
Goods are at the customer’s risk as soon as they have been delivered to the customer.SM remains the owners of the goods or services SM supplies the customer on the terms specified herein until the customer has paid in full amounts the customer owes SM for all the goods or services SM has supplied to the customer.Whilst SM is the owner of the goods or services the customer will always keep the goods or services clearly identified as SM’s property.SM will still own the goods or services if the customer repackages them.
If the customer mixes the goods or services with other material SM will own a share of the mixture that equals the proportion that the cost of SM’s goods or services bear to the total cost of materials comprising the mixture.
The customer may sell the goods or services only if the customer keeps enough of the sale proceeds to pay SM for the goods or services in a separate bank account in trust for SM.
The customer licenses SM to enter any of the customer’s premises during business hours to repossess the goods or services while the customer owes SM money. The customer cannot revoke this licence.
The fact that SM owns the goods or services will not affect SM’s right to sue the customer for the price of SM’s goods or services if the customer does not pay SM on time. SM has no obligation to accept returned goods or services instead of being paid for them. SM has no obligation to do anything to limit the loss SM might suffer if the customer does not pay SM on time.
SM will only be liable to the customer for shortfalls, losses, damage or failure to meet specifications where the customer has notified SM of those matters in writing within seven days of taking delivery. Beyond this period no claim will be entertained.Goods or services that do not meet the customer’s order may not be returned to SM unless:
- SM has agreed in writing that they may be returned.
- The customer has not held the goods or service for more than fourteen days.
- Any containers or packaging has not been damaged in any way.
- The customer pays the cost of returning the goods or services.
- The customer pays SM’s handling fee.
In the event of a dispute 75% of the invoiced price will be payable immediately. The balance is to be deposited into a solicitor’s account pending arbitration.
- No assignment:
The customer may not assign its rights or delegate performance under this agreement without the express consent of SM in writing.
The customer shall pay to SM any costs (on a solicitor/own client basis) incurred by SM in enforcing these Conditions of Sale.
- Proper Law:
The condition shall be interpreted and governed by the law of New Zealand. The parties agree that any proceedings or determination of any dispute arising from or pursuant to this agreement shall be commenced and determined in Christchurch, New Zealand.