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Terms of Trade

  • In these Terms, we have used we, us and our to refer to Pave-Mark Limited and you to refer to the Customer or anyone acting on its behalf. Parties refers to you and us.
  1. Commencement and Completion
    • We will issue you a quote confirming the scope of the Works and outlining our fee for completion of the Works (Quote).
    • Your Acceptance of the Quote constitutes a completed order for the Works and a binding agreement under these Terms (Contract).
    • This Contract applies to the exclusion of any of your terms and all previous representations made to you.
    • The Contract, including any written variations agreed between us, contains the entire agreement between the parties.
    • This Contract is binding on the parties from the date on which you provide your Acceptance of the Quote (whether that acceptance is given in writing, verbally, or otherwise).
    • If we have given you a date for Completion, that date is approximate only. We give no warranty that Completion will occur on or before that date.
    • We may unilaterally extend the date for Completion for any reason outside our control.
  2. Fee and Payment
    • The fee outlined in the Quote supersedes any prior quotation or estimate and is the final cost for the Works (Fee).
    • Notwithstanding clause 2.1, the Fee as outlined in the Quote is exclusive of GST and any other taxes and duties which may be applicable (GST).
    • You will pay the Fee and GST (Due Date):
      • no later than the 14th day after we have issued an invoice to you upon the completion of the Works; or
      • as otherwise:
        • specified in the Payment Terms; or
        • agreed in writing from time to time between the parties.
      • If you do not pay on the Due Date, you will:
        • be in default; and
        • pay us default interest:
          • at the rate of 14% per annum;
          • accruing on a daily basis;
          • from the Due Date to the date of payment in full of the amount due, including any accrued interest.
        • Payment of all sums under this Contract will be without set-off or deduction of any kind.
        • Unless specified otherwise, the Fee and all other amounts payable under this Contract are plus GST and are payable in New Zealand dollars.
        • We may apportion payments to outstanding accounts as we determine in our sole discretion.
  1. Variations
    • If you require additional work and/or variations to the scope of the Works (Variation), then:
      • we will provide a price for the Variation;
      • we will advise of any time extension required for the completion of that work;
      • if you accept the price and time extension, then the Variation and the agreed price and time extension will be recorded in writing as a variation to the Contract. Email confirmation will be sufficient evidence of your acceptance of the Variation;
      • payment for the Variation will be in accordance with clause 2; and
      • where a Variation is agreed, the Contract will be deemed to be varied accordingly. These Terms will continue to apply to the Variation.
    • If we do not agree under this clause, the Contract remains unchanged, and the parties remain bound by its terms.
  2. Subcontractors
    • We may subcontract any part of the Works, but the subcontracting of any part of the Works will not relieve us from any obligation to you under this Contract.
    • Any subcontractor we engage will be responsible to and paid by us. The subcontractor’s fees will be charged to you as part of the Fee.
    • Any subcontractor or consultant you engage directly will be responsible to and paid by you. Our responsibility to you for this subcontractor or consultant is limited to coordinating their services as required for completion of the Works.
  3. Performance of Works
    • We will only perform the Works as instructed by you in the Plans and Specifications provided to us prior to the commencement of the Works.
    • We will perform the Works:
      • in accordance with the instructions provided by you;
      • with reasonable skill, care, and diligence in a professional manner;
      • while making reasonable efforts to ensure the Works are performed within any agreed time frames;
      • in consultation with you, taking into account your reasonable requirements during the course of the Works.
    • You will give reasonable assistance to enable us to perform the Works by:
      • giving clear instructions;
      • promptly providing any information or content required from you for us to complete the Works;
      • ensuring that the Works are fit for the purpose you intend to use them for and meet any appropriate statutory, regulatory, governmental, and industry and environmental controls, standards, or practices including but not limited to any New Zealand Transport Agency standards found in the Traffic Control Devices Manual 2024 (Standards) or elsewhere.
    • We shall not be responsible for any non-compliance with any regulation, standard or law (including, without limitation, the Standards). Our obligation is limited to complying with your instructions.
    • If we have given you a time frame for completion of the Work, unless otherwise agreed in writing, this time frame is approximate only and is not deemed to be of the essence of the contract.
  4. Warranties
    • The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions, or obligations on us which cannot by law (or which can only to a limited extent by law) be excluded. We exclude all warranties, conditions, or obligations to the extent permitted by law and exclude any warranty, condition, or obligation imposed or implied under common law, equity, or otherwise.
    • Where the Customer acquires services from us for the purposes of a business:
      • the parties acknowledge and agree that:
        • the Customer is acquiring the Services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the Consumer Guarantees Act 1993;
        • the Services are both supplied and acquired in trade for the purposes of the Fair Trading Act 1986 and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations); and
      • the Customer agrees that all warranties, conditions, and other terms implied by the Consumer Guarantees Act 1993 or sections 9, 12A, and 13 of the Fair Trading Act 1986 are excluded from these Terms to the fullest extent permitted by law, and the parties further acknowledge and agree that it is fair and reasonable for the parties to be bound by this clause.
  1. Limitation and Indemnity
    • We are not liable for any consequential loss or loss of profit that you or any other party may suffer as a result of a breach of these Terms of Trade, of contract, or for any other reason whatsoever.
    • You warrant that all Plans and Specifications comply with all relevant statutory, regulatory, governmental, industry, and environmental standards (including, without limitation, the Standards) and will indemnify us against claims, liabilities, costs, damages, and expenses (including legal fees) arising from any failure of the Plans and Specifications to comply with such standards (including, without limitation, the Standards), including any resulting breach of regulations due to our performance of the Works in accordance with those Plans and Specifications.
    • To the extent we are liable for any loss suffered by you arising from breach of these Terms, the Contract, or for any other reason, our liability is limited to the Fee.
  2. Force majeure
    • We will not be liable for any delay in Completion or failure to deliver the Work if the cause of the delay or failure is beyond our control.
  3. Default
    • If:
      • you fail to pay any money owing on the Due Date;
      • we believe you:
        • have committed or will commit an act of bankruptcy;
        • have had or are about to have a receiver or liquidator appointed; or
        • are declared insolvent;
      • you are otherwise in breach under this Contract; then, in addition to any remedies we have at law, we may do one or more of the following:
        • require immediate payment of the Fee;
        • charge default interest under clause 4; and/or
        • immediately terminate the Contract by written notice to you.
  1. Intellectual Property
    • All Intellectual Property as at the date of these Terms remains with the owner.
    • If any Work is based on your designs, you warrant that the undertaking of the Work by us will not infringe any third party’s Intellectual Property rights. You indemnify us against any loss, liability, costs, and expenses if any other person claims that the Work infringes any patent, copyright, or other rights.
    • Subject to clauses 1 and 10.6, we will remain the exclusive owner everywhere in the world of all Intellectual Property rights and interests in the Work, and any other work we perform for you.
    • We will retain exclusive worldwide ownership at all times of our artistic styles, methods of working, techniques, ideas, skills, and know-how.
    • You must not attribute the Work to anyone other than us or remove our trade marks, signatures, logos, or similar from our Work.
    • On payment of all amounts owing to us under these Terms and the Contract, we assign to you the copyright in the final form of any Work which we have:
      • specifically created for you for the countries and purposes as specified in the description of the Work; or
      • if not specified, for the countries and the purposes which would be reasonably expected given the nature of your request for the Work.
  1. Variation/Termination
    • We may at any time by notice in writing to you:
      • vary these Terms, acting reasonably, and you will be bound by the variation from the date of that notice; or
      • terminate these Terms.
  1. Confidentiality
    • You will at all times treat as confidential all non-public information and material received from us and will not publish, release, or disclose the same without our prior written consent.
    • For the purposes of these Terms, “Confidential Information” includes all information (whether in written, oral, electronic or other recorded form) disclosed by or on behalf of a party to the other party in connection with these Terms.
  2. Privacy
    • You authorise us to:
      • collect, retain and use information about you from any person for the purpose of assessing your creditworthiness; and
      • disclose information about you:
        • to any person who guarantees, provides insurance, or who provides any other credit support, in relation to your obligations to us;
        • to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of the rights, remedies, and powers under these Terms; or
        • as required by law.
      • To the extent that any of your collected by us under these Terms constitutes personal information (as that term is defined in the Privacy Act 2020), our collection, use and storage of that personal information shall be in accordance with the Privacy Act 2020.
  1. Notices
    • Any notice under these Terms must be in writing but may be given, in person, posted, or sent by email to an appropriate representative of the relevant party (and where that party is a company, to that company’s director(s)).

 

  1. Costs
    • You must pay our costs of the enforcement or attempted enforcement of our rights under these Terms or the Contract, including all debt recovery costs and legal costs.
  2. Assignment
    • You must not assign any of your rights, powers, or obligations under these Terms or this Contract without our prior written consent.
  3. Disputes
    • If a dispute arises under this Contract, the parties will act in good faith to resolve the dispute.
    • Any claim or dispute arising under the Contract will be determined by mediation if the parties are unable to resolve the dispute themselves within one calendar month of the dispute arising. Nothing in this clause prevents either party from taking immediate steps to seek any equitable relief before the New Zealand courts.
  4. Jurisdiction
    • These Terms are governed by and construed according to the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of these Terms.
  5. Definitions
    • In these Terms:

Acceptance of the Quote means your confirmation to us in writing including confirmation via email, that you accept our offer to provide the Works.

          Completion means the completion of the Work.

          Customer means the individual or entity which has engaged us for the completion of the Works and incudes any authorised representatives or agents.

          Fee has the meaning given to it in clause 2.

          Intellectual Property includes all intellectual property rights, including copyright, patent and design rights, drawings, documents, data, ideas, and calculations.

          Payment Terms are specified in the Quote, if any.

          Plans and Specifications refers to the instructions, plans, and specifications as to how the Works are to be completed provided by the Customer or the Customer’s agent at the outset of the engagement.

          Terms means these Terms.

          Works means the provision of marking services, including but not limited to car park markings, commercial and industrial floor markings, sports court markings, school playground markings, and any other related services or work performed by us under this Agreement.

  • Reference to a party includes that party’s successors, executors, administrators, and permitted assigns.
  • Reference to clauses is to clauses in this Contract.
  • Reference to a statute includes:
    • references to all regulations, orders, rules, or notices made under that statute;
    • all amendments to that statute and those regulations, orders, or notices; or
    • any statute passed in substitution of that statute.