Neon Nights - Terms of Trade

  1. When your sign is completed 5-7 days after ordering we will send your photos and provide a tracking code.
  2. We require full payment before the production of your sign can begin.
  3. To give us the go-ahead, accept the quote or reply to our email. We'll send you the invoice.
  4. Once payment has cleared, we will start production for you ASAP.

– 1 Year Warranty on electrical components from the date of purchase

– Due to the nature of custom orders, we do NOT accept returns or exchanges. Please consider this before ordering. Thanks for your understanding.

Legal

The artworks you have received are Neon Nights' intellectual property and is offered to you as a convenience to assess whether to accept this quote. You hereby agree that this artwork will not be used without accepting this quotation. Use or reproduction of this artwork in any manner violates our copyright and is subject to specific financial and criminal penalties.

The maximum penalty varies depending on the seriousness of the breach: Dispute resolution schemes may require you to pay compensation. The maximum penalty is up to $200,000 (for an individual) or $600,000 (in any other case e.g. for an entity).

The Client warrants that all designs, specifications or instructions given to Neon Nights will not cause Neon Nights to infringe any patent, registered design or trademark. In the Client's execution’s order and the Client agrees to indemnify Neon Nights against any action taken by a third party against Neon Nights regarding any such infringement.

The Client agrees that Neon Nights may (at no cost) be used for marketing or entry into any competition, any documents, designs, drawings or Goods that Neon Nights has created for the Client, and/or any photographic images of the finished Goods.

Complete Terms of Trade on the following pages.

  1. Definitions

1.1 “Neon Nights” means Neon Light Design Limited, its successors and assigns or any person acting on behalf of and with the authority of Neon Light Design Limited.

1.2 “Client” means the person/s buying the Goods (and/or hiring Equipment) as specified in any invoice, document or order, and if there is over one Client is a reference to each Client jointly and severally.

1.3 “Goods” means all Goods or Services supplied by Neon Nights to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.4 “Equipment” means all Equipment including any accessories supplied on hire by Neon Nights to the Client (and where the context so permits shall include any supply of Services). The Equipment shall be as described on the invoices, quotation, authority to hire, or any other work authorisation form provided by Neon Nights to the Client.

1.5 “Price” means the Price payable for the Goods/Equipment hire as agreed between Neon Nights and the Client under clause 5 below.

  1. Acceptance

2.1 The Client is taken to have only accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery

of the Goods/Equipment.

2.2 These terms and conditions may only be amended with Neon Nights’ consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Neon Nights.

2.3 The Client ‌agrees ‌that the Price is quoted on the condition that all signs are ordered, manufactured and delivered/installed at the same time.

2.4 Quotations are only for work according to original specifications. If through the Client’s error, or omission, work has to be redone or alterations or additions to specifications are required, then Neon Nights may make an additional charge. If an order is cancelled or suspended by the Client, then Neon Nights may immediately require the Client to pay for work done to ‌cancellation or suspension.

2.5 Neon Nights reserves the right not to undertake any work which in its opinion is or may be unlawful, offensive, or otherwise inappropriate.

  1. Authorised Representatives

3.1 Unless otherwise limited as per clause 3.2 the Client agrees that should the Client introduce any third party to Neon Nights as the Client’s duly authorised representative, once introduced that person shall have the full authority of the Client to order any Goods or Services on the Client’s behalf and/or to request any variation to the Services on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies Neon Nights in writing that said person is no longer the Client’s duly authorised, representative).

3.2 If the Client’s duly authorised representative as per clause 3.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically advise Neon Nights in writing of the parameters of the limited If authority granted to their If representative.

3.3 The Client specifically acknowledges and accepts that they will be solely liable to Neon Nights for all additional costs incurred by Neon Nights (including Neon Nights’ profit

margin) in providing any Goods, Services or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 3.2 (if

any)).

  1. Change in Control

4.1 The Client shall give Neon Nights not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Neon Nights because of the Client’s failure to comply with this clause.

  1. Price and Payment

5.1 At Neon Nights’ sole discretion the Price shall be‌:

(a) as shown on any invoice provided by Neon Nights to the Client; or

(b) Neon Nights’ quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for ‌thirty (30) days.

5.2 Neon Nights reserves the right to change the Price if a variation to Neon Nights’ quotation is requested, and:

(a) besides the Price, 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 full cost incurred by Neon Nights once these aspects have been completed;

(b) changes to specifications, roughs, layouts, samples and dummies or printed, typewritten or other good copy;

(c) permit fees, site conditions that require the services of a crane, drawing and engineer’s calculations, and other additional charges which may be necessarily

incurred by Neon Nights to fill an order;

(d) experimental work, preliminary sketches and designs and origination costs produced at the Client’s request, which will be charged, even if the job does not proceed further.

5.3 At Neon Nights’ sole discretion a non-refundable deposit may be required.

5.4 Time for payment for the Goods/Equipment being of the essence, the Price will be payable by the Client on the date/s determined by Neon Nights, which may be:

(a) on delivery of the Goods/Equipment;

(b) before delivery of the Goods/Equipment;

(c) for certain approved Client’s, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;

(d) the date specified on any invoice or other form as being the date for payment; or

(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Neon Nights.

5.5 Payment may be made by cash, cheque, bank cheque, electronic/online banking, credit card (plus a surcharge of up to three and a half percent (3.5%) of the Price), or by any other method as agreed to between the Client and Neon Nights.

5.6 Unless otherwise stated the Price does not include GST. Besides the Price, the Client must pay Neon Nights an amount equal to any GST Neon Nights must pay for any supply by Neon Nights under this or any other agreement for the sale of the Goods/hire of the Equipment. The Client must pay GST, without deduction or set off of any other amounts,

at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may apply besides the Price except where they are expressly included in the Price.

  1. Delivery of Goods/Equipment

6.1 Delivery (“Delivery”) of the Goods/Equipment is taken to occur at the time that the Client or the Client’s nominated carrier takes possession of the Goods/Equipment at Neon Nights’ address.

6.2 At Neon Nights’ sole discretion the cost of delivery is besides the Price.

6.3 The Client must take delivery by receipt or collection of the Goods/Equipment whenever either is tendered for delivery. If the Client cannot take delivery of the Goods/Equipment as arranged then Neon Nights may charge a reasonable. fee for redelivery of the Goods/Equipment and/or the storage of the Goods.

6.4 Neon Nights may deliver the Goods/Equipment in separate instalments. Each separate. instalment shall be invoiced and paid under the provisions in these terms and conditions.

6.5 Any time or date given by Neon Nights to the Client is an estimate only. The Client must still accept delivery of the Goods/Equipment even if late and Neon Nights will not be liable for any loss or damage incurred by the Client because of the delivery being late.

  1. Risk

7.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods by Delivery.

7.2 If any of the Goods are damaged or destroyed following delivery but before ownership passes to the Client, Neon Nights are entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Neon Nights is sufficient evidence of Neon Nights’ rights to receive the insurance proceeds with no person dealing with Neon Nights to make further enquiries.

7.3 If the Client requests Neon Nights to leave Goods outside Neon Nights’ premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.

7.4 Where colour matching is required, the Client agrees to supply information and samples regarding the correct colour.

7.5 Neon Nights is under no obligation to provide samples of Goods ordered other than virtual (computerised) samples. Whilst Neon Nights will take every effort to match virtual colours with physical colours, Neon Nights will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight.

7.6 Where Neon Nights are requested to design or commission sign writing Services using measurements or dimensions supplied by the Client or the Client’s representatives, and these measurements are found to be incorrect, then the Client is liable for the costs for the re-creation of the sign writing and the original production costs.

7.7 Whilst every care is taken by Neon Nights to carry out the instructions of the Client, it is the Client’s responsibility to undertake final proofreading of the Goods. Neon Nights shall accept no liability whatsoever for any errors not picked up and/or corrected by the Client in the final proofreading.

7.8 When style, type or layout is left to Neon Nights’ judgment, and the Client makes subsequent further alterations to the copy, this will be invoiced as an extra as per clause 5.

7.9 Where the Client has supplied materials for Neon Nights to complete the Services, the Client acknowledges and accepts responsibility for the suitability of purpose, quality and any faults inherent in the materials. Neon Nights shall not be responsible for any defects in the Services, any loss or damage to the Goods (or any part thereof), or howsoever arising from the use of materials supplied by the Client.

7.10 Where Neon Nights are required to install the Goods the Client warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and Neon Nights shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and work incidental thereto.

7.11 The Client acknowledges ‌Goods supplied may

(a) exhibit variations in shade, colour, texture, surface, finish, and markings, and may fade or change colour over time; and

(b) expand, contract or distort because of exposure to heat, cold, weather; and

(c) mark or stain if exposed to certain substances; and

(d) be damaged or disfigured by impact or scratching.

Neon Nights shall not be liable for any damage to goods resulting from chemical or environmental factors.

7.12 Where the Client has supplied plans, specifications, plant, goods or materials of any kind Neon Nights shall hold these at the Client’s risk. Whilst all care will be taken by the seller, no responsibility is accepted for any damage to materials during such time, and Neon Nights reserve the right to dispose of materials if they are not collected by the Client within thirty (30) days after the work is completed.

7.13 Any advice, recommendation, information, help or service provided by Neon Nights concerning Goods or Services supplied is given in good faith, is based on Neon Nights’ knowledge and experience and shall be accepted without liability by Neon

Nights and it shall be the responsibility of the Client to confirm the accuracy and reliability of the same considering the use to which the Client makes or intends to make of the Goods or Services.

  1. Access

8.1 The Client shall ensure that Neon Nights has clear and free access to the work site at all times to enable them to deliver the Services. Neon Nights shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Neon Nights.

  1. Title To Goods

9.1 Neon Nights and the Client agree that ownership of the Goods shall not pass until:

(a) the Client has paid Neon Nights all amounts owing to Neon Nights; and

(b) the Client has met all of its other obligations to Neon Nights.

9.2 Receipt by Neon Nights 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.

9.3 It is further agreed that:

(a) until ownership of the Goods passes to the Client under clause 9.1 that the Client is only a bailee of the Goods and must return the Goods to Neon Nights on request.

(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Neon Nights and must pay to Neon Nights the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.

(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells,

disposes or parts with possession of the Goods then the Client must hold the proceeds

of any such act on trust for Neon Nights and must pay or deliver the proceeds to Neon Nights on demand.

(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Neon Nights and must sell, dispose of or return the resulting product to Neon Nights as it so directs.

(e) the Client irrevocably allows Neon Nights to enter any premises where Neon Nights believe the Goods are kept and recover possession of the Goods.

(f) Neon Nights may recover possession of any Goods in transit whether or not delivery has occurred.

(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Neon Nights.

(h) Neon Nights may proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

  1. Personal Property Securities Act 1999 (“PPSA”)

10.1 Upon assenting to these terms and conditions in writing the Client ‌agrees that:

(a) these terms and conditions make up a security agreement for the PPSA; and

(b) a security interest is taken in all Goods/Equipment previously supplied by Neon Nights to the Client (if any) and all Goods/Equipment Neon Nights will supply that in the future to the Client.

10.2 The Client undertakes to:

(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date‌) which Neon Nights may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b) indemnify, and upon demand reimburse, Neon Nights for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods/Equipment charged‌;

(c) not register a financing change statement or a change  demand without the prior written consent of Neon Nights; and

(d) immediately advise Neon Nights of any material change in its business practices of selling Goods that would cause a change in proceeds derived from such sales.

10.3 Neon Nights and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

10.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129,

131 and 132 of the PPSA.

10.5 Unless otherwise agreed to in writing by Neon Nights, the Client waives its right to receive a verification statement under section 148 of the PPSA.

10.6 The Client shall unconditionally ratify any actions taken by Neon Nights under clauses

10.1 to 10.5.

  1. Security and Charge

11.1 In consideration of Neon Nights agreeing to supply the Goods/Equipment, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

11.2 The Client indemnifies Neon Nights from and against all Neon Nights’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Neon Nights’ rights under this clause.

11.3 The Client irrevocably appoints Neon Nights and each director of Neon Nights as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to ‌this clause 11 including, but not limited to, signing any document on the Client’s behalf.

  1. Client’s Disclaimer

12.1 The Client ‌disclaims any right to rescind, or cancel any contract with Neon Nights or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Neon Nights and the Client acknowledges ‌the Goods are bought relying solely upon the Client’s skill and judgment.

  1. Defects

13.1 The Client shall inspect the Goods/Equipment on delivery and shall within three (3) days of the Goods being printed or ordered (time being of the essence) notify Neon Nights of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall allow Neon Nights to inspect the Goods/Equipment within a reasonable time following delivery if the Client believes the Goods are defective‌. If the Client shall cannot comply with these provisions the Goods/Equipment shall be presumed to be free from any defect or damage. For defective Goods/Equipment, which Neon Nights has agreed in writing that the Client is entitled to reject, Neon Nights’ liability is limited to either (at Neon Nights’ discretion) replacing the Goods/Equipment or repairing the Goods/Equipment.

13.2 Goods/Equipment will not be accepted for return for any reason other than those specified in clause 13.1 above (or with Equipment hire, normal termination of Equipment hire under the full terms and conditions‌).

  1. Returns Of Goods

14.1 Non-stocklist items or Goods made to the Client’s specifications are under no circumstances acceptable for credit or return.

  1. Intellectual Property

15.1 Where Neon Nights have designed, drawn or developed Goods/Equipment for the Client, then the copyright in any designs and drawings and documents shall remain the property of Neon Nights.

15.2 The Client warrants that all designs, specifications or instructions given to Neon Nights will not cause Neon Nights to infringe any patent, registered design or trademark in the Client's execution’s order and the Client agrees to indemnify Neon Nights against any action was taken by a third party against Neon Nights regarding any such infringement.

15.3 The Client agrees that Neon Nights may (at no cost) be used for ‌marketing or entry into any competition, any documents, designs, drawings or Goods which Neon Nights has created for the Client, and/or any photographic images of the finished Goods.

15.4 Neon Nights may also use any written or verbal communication from the Client as a reference on Neon Nights’ social media sites, provided that Neon Nights notifies the Client before it intends to do so.

  1. Default and Consequences of Default

16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until ‌payment, at a rate of two and a half percent (2.5%) per calendar month (and at Neon Nights’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

16.2 If the Client owes Neon Nights any money the Client shall indemnify Neon Nights from and against all costs and disbursements incurred by Neon Nights in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Neon Nights’ collection agency costs, and bank dishonour fees).

16.3 Without prejudice to any other remedies Neon Nights may have if ‌the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Neon Nights may suspend or end the supply of Goods/Equipment to the Client. Neon Nights will not be liable to the Client for any loss or damage the Client suffers because Neon Nights have exercised its rights under this clause.

16.4 Without prejudice to Neon Nights’ other remedies at law Neon Nights may cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Neon Nights shall, whether due for payment, become immediately payable if:

(a) any money payable to Neon Nights becomes overdue, or in Neon Nights’ opinion the Client cannot make a payment when it falls due;

(b) the Client becomes insolvent, convenes a meeting with its creditors or 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 regarding the Client or any asset of the Client.

  1. Cancellation

17.1 Neon Nights may cancel any contract to which these terms and conditions apply or cancel delivery of Goods/Equipment at any time before the Goods/Equipment are due to be delivered by giving written notice to the Client. On giving such notice Neon Nights shall repay to the Client any money paid by the Client for the Goods/Equipment. Neon Nights shall not be liable for any loss or damage ‌arising from such cancellation.

17.2 If the Client cancels delivery of the Goods/Equipment the Client shall be liable for ‌all loss incurred (whether direct or indirect) by Neon Nights because of the cancellation (including, but not limited to, any loss of profits).

17.3 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will not be accepted once production has begun, or an order has been placed.

  1. Privacy Act 1993

18.1 The Client allows Neon Nights or Neon Nights’ agent to:

(a) access, collect, keep and use any information about the Client;

(i) (including any overdue fines balance information held by the Ministry of Justice) to assess the Client’s creditworthiness; or

(ii) for marketing products and services to the Client.

(b) disclose information about the Client, whether collected by Neon Nights from the Client directly or got by Neon Nights from any other source, to any other credit provider or any credit reporting agency for ‌providing or getting a credit reference, debt collection or notifying a default by the Client.

18.2 Where the Client is an individual the authorities under clause 18.1 are authorities or consents for ‌the Privacy Act 1993.

18.3 The Client shall may request Neon Nights for a copy of the information about the Client kept by Neon Nights and the right to request Neon Nights to correct any incorrect information about the Client held by Neon Nights.

  1. Equipment Hire

19.1 Equipment shall at all times remain the property of Neon Nights and is returnable on demand by Neon Nights. If Equipment is not returned to Neon Nights in the condition in which it was delivered Neon Nights keeps the right to charge the Client the full cost of repairing the Equipment. If Equipment is not returned at all Neon Nights shall may charge the Client the full cost of replacing the Equipment.

19.2 The Client shall;

(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to a lien over the Equipment.

(b) not alter or make any additions to the Equipment including but without limitation altering, making any additions to, defacing or erasing any identifying mark, plate or the number on or in the Equipment or any other manner interfere with the Equipment.

(c) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by Neon Nights Nights to the Client.

19.3 The Client accepts full responsibility for the safekeeping of the Equipment and the Client agrees to insure, or self insure, Neon Nights’ interest in the Equipment and agrees to indemnify Neon Nights against physical loss or damage including, but not limited to, the perils of an accident, fire, theft and burglary and all other usual risks and will affect adequate Public Liability Insurance covers any loss, damage or injury to property or persons arising out of the use of the Equipment. Further, the Client will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.

19.4 Immediately on request by Neon Nights the Client will pay any insurance excess payable in relation to a claim made by either the Client or Neon Nights in relation to any damage caused by, or to, the hire Equipment whilst the Client hires the same and irrespective of whether charged by the Client’s insurers or Neon Nights’.

  1. General

20.1 The failure by Neon Nights to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Neon Nights’ right to subsequently, enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

20.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Tauranga Courts of New Zealand.

20.3 Neon Nights shall be under no liability to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Neon Nights of these terms and conditions (alternatively Neon Nights’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods/Equipment hire).

20.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Neon Nights nor to withhold payment of any invoice because part of that invoice is in dispute.

20.5 Neon Nights may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

20.6 The Client agrees that Neon Nights may amend these terms and conditions at any time. If Neon Nights change these terms and conditions, then that change will take effect from the date on which Neon Nights notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Neon Nights to provide Goods/Equipment to the Client.

20.7 Neither party shall be liable for any default because of any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other events beyond the reasonable control of either party.

20.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it
21. Warranty
Indoor and exterior signs come with a 1-year warranty on the sign and electrical components. 

21.1. The warranty does not cover:
(a) Indoor signs that are exposed to water. 

(b) Neon Nights will not be liable for any costs for removal, re-installation or freight regarding product installations. Including in the event of a product defect.

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