Terms of Trade

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 more than 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 in accordance with clause 5 below.

2. Acceptance

2.1 The Client is taken to have exclusively 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 acknowledges and 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. In the event that an order is

cancelled or suspended by the Client, then Neon Nights may immediately require the

Client to pay for work done to the date of 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.

3. 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, that 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 In the event that 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 and clearly

advise Neon Nights in writing of the parameters of the limited authority granted to their

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)).

4. 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 as a result of the Client’s failure to comply with this clause.

5. Price and Payment

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

(a) as indicated 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 a period of 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) in addition to 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 which 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 for, 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/on-line 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. In addition to the Price the Client

must pay to 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 be applicable in addition to the Price except

where they are expressly included in the Price.

6. 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 in addition to the Price.

6.3 The Client must take delivery by receipt or collection of the Goods/Equipment whenever

either is tendered for delivery. In the event that the Client is unable to take delivery of the

Goods/Equipment as arranged then Neon Nights shall be entitled to 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 in accordance with 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 as a result of the delivery being late.

7. 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 on or before Delivery.

7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership

passing to the Client, Neon Nights is 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 without the need for

any 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 every effort will be taken by Neon Nights 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 is requested to design or commission signwriting 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 signwriting as well as 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 a final proof reading 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 in accordance

with clause 5.

7.9 Where the Client has supplied materials for Neon Nights to complete the Services, the

Client acknowledges that he 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), howsoever arising

from the use of materials supplied by the Client.

7.10 Where Neon Nights is 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 that 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 as a result 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

these shall be held by Neon Nights 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 reserves 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, assistance or service provided by Neon Nights

in relation to Goods or Services supplied is given in good faith, is based on Neon Nights’

own knowledge and experience and shall be accepted without liability on the part of Neon

Nights and it shall be the responsibility of the Client to confirm the accuracy and

reliability of the same in light of the use to which the Client makes or intends to make of the

Goods or Services.

8. 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.

9. 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 in accordance with 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 authorises Neon Nights to enter any premises where Neon

Nights believes 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 commence proceedings to recover the Price of the Goods sold

notwithstanding that ownership of the Goods has not passed to the Client.

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

10.1 Upon assenting to these terms and conditions in writing the Client acknowledges and

agrees that:

(a) these terms and conditions constitute a security agreement for the purposes of 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 that will be supplied in the

future by Neon Nights 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 in all respects) 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 thereby;

(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 which would result in a change in the nature of 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 in accordance with 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.

11. 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 the

provisions of this clause 11 including, but not limited to, signing any document on the

Client’s behalf.

12. Client’s Disclaimer

12.1 The Client hereby 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 that the Goods are

bought relying solely upon the Client’s skill and judgment.

13. 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 afford Neon Nights an opportunity to inspect the

Goods/Equipment within a reasonable time following delivery if the Client believes the

Goods are defective in any way. If the Client shall fail to 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 in the case of Equipment hire, normal termination of Equipment

hire in accordance with the full terms and conditions herein).

14. 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.

15. Intellectual Property

15.1 Where Neon Nights has 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

execution of the Client’s order and the Client agrees to indemnify Neon Nights against

any action taken by a third party against Neon Nights in respect of any such infringement.

15.3 The Client agrees that Neon Nights may (at no cost) use for the purposes of 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 in advance of its intention to do so.

16. Default and Consequences of Default

16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due,

until the date of 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 at any time the Client

is in breach of any obligation (including those relating to payment) under these terms and

conditions Neon Nights may suspend or terminate 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 has exercised its rights under this clause.

16.4 Without prejudice to Neon Nights’ other remedies at law Neon Nights shall be entitled

to cancel all or any part of any order of the Client which remains unfulfilled and all amounts

owing to Neon Nights shall, whether or not due for payment, become immediately

payable if:

(a) any money payable to Neon Nights becomes overdue, or in Neon Nights’ opinion

the Client will be unable to make a payment when it falls due;

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or

enters into 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

in respect of the Client or any asset of the Client.

17. 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 whatsoever arising from such cancellation.

17.2 In the event that the Client cancels delivery of the Goods/Equipment the Client shall be

liable for any and all loss incurred (whether direct or indirect) by Neon Nights as a direct

result 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 definitely not be accepted once production has commenced, or an order has

been placed.

18. Privacy Act 1993

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

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

(i) (including any overdue fines balance information held by the Ministry of Justice) for

the purpose of assessing the Client’s creditworthiness; or

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

(b) disclose information about the Client, whether collected by Neon Nights from the

Client directly or obtained by Neon Nights from any other source, to any other credit

provider or any credit reporting agency for the purposes of providing or obtaining 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 purposes of the Privacy Act 1993.

18.3 The Client shall have the right to request Neon Nights for a copy of the information about

the Client retained by Neon Nights and the right to request Neon Nights to correct any

incorrect information about the Client held by Neon Nights.

19. Equipment Hire

19.1 Equipment shall at all times remain the property of Neon Nights and is returnable on

demand by Neon Nights. In the event that Equipment is not returned to Neon Nights in

the condition in which it was delivered Neon Nights retains the right to charge the Client

the full cost of repairing the Equipment. In the event that Equipment is not returned at all

Neon Nights shall have right to 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, make any additions to, defacing or erasing any identifying mark, plate or

number on or in the Equipment or in 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 accident, fire, theft and burglary and all other usual risks and will effect adequate

Public Liability Insurance covering 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 same is hired by the Client and irrespective

of whether charged by the Client’s insurers or Neon Nights’.

20. 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 whatsoever 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 makes a change to 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 due to any act of God, war, terrorism, strike,

lock-out, industrial action, fire, flood, storm or other event 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