SATO NEW ZEALAND LIMITED TERMS OF SALE

These terms of sale shall prevail despite any indication to the contrary by any person acting or apparently acting on behalf of the Supplier unless agreed in writing by a duly authorised officer of the Supplier

ORDERS  Orders should be placed in accordance with the Supplier’s procedure as advised from time to time.  Receipt of any order from the Customer will be deemed to be acceptance by the Customer of these terms of sale, despite anything to the contrary in the Customer’s order.  No order placed with the Supplier may be cancelled without the Supplier’s prior approval, and then only upon such terms as the Supplier may specify.

PRICE  All prices are exclusive of GST and freight.  For custom manufactured goods, pricing and terms of supply are in accordance with the standard conditions and recognised terms of the New Zealand Printing Trade, which are available on request.  Any remaining label stocks held by SATO New Zealand at the conclusion of a three-month period from date of manufacture will be despatched and invoiced.  New origination charges are extra.

PAYMENT  Payment is due on or before 20th of the month following month of invoice.  The customer may not withhold payment or make any deductions from any amount owing in respect of the supply of goods without the Supplier’s prior written consent.

DELIVERY  If the Customer refuses to accept delivery of the goods the Supplier may charge the Customer for any additional costs incurred as a result, including storage and transportation costs.  The Supplier shall use its best endeavours to fulfil orders which have been confirmed by the Supplier, but shall not be liable for any failure to deliver or delay in delivery.

RISK AND OWNERSHIP  Risk of any loss, damage or deterioration of or to the goods passes to the Customer on delivery.  The Customer shall be liable to insure the goods from the time of delivery.  Despite any period of credit, ownership of goods remains with the Supplier and does not pass to the Customer until the Customer pays the price of the goods and any other money owing by the Customer to the Supplier from time to time.
While ownership of the goods remains with the Supplier:  The Customer must store them separately in a saleable condition as bailee and agent of the Supplier and clearly identify them as belonging to the Supplier.
The Customer may (until advised to the contrary in writing by the Supplier), in the ordinary course of its business, use the goods or sell them for full value.
As the Customer’s irrevocably appointed agent for the purposes of this clause, the Supplier may, if the Supplier has reasonable grounds to believe that the Customer has not complied with these terms or an Event of Default has occurred or is likely to occur, enter the premises where the goods are stored and remove them.  The Supplier shall not be responsible for any damage caused in entering and removing the goods.  The Customer shall indemnify the Supplier for the costs of any such damage.  The Customer is liable for all costs of the Supplier (including transportation and storage charges) of and incidental to entering and removing the goods.  The Supplier may resell any of the goods and apply the proceeds of sale in reduction of the Customer Debt.
If the Customer resells or uses the goods before ownership of the goods has passed to the Customer, the proceeds of such sale or use shall be held by the Customer (in whatever form) in trust for both the Customer and the Supplier.  The Supplier’s interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed the Customer Debt.  The balance of the proceeds (if any) shall be the Customer’s beneficial interest under that trust.  The Supplier may at any time by notice in writing require the Customer to convert the proceeds into money, to be paid into a bank account nominated by the supplier for disbursement in accordance with these terms.  The Supplier may bring an action for the price of the goods sold even where ownership of the goods may not have passed to the Customer.  If any of the goods are mixed or incorporated in other goods (the “mixed goods”) before payment for or resale of the goods, ownership of the mixed goods remains with the Supplier on the same basis as is set out above.  The Supplier and the Customer shall have the goods owned and supplied by the Supplier in accordance with these terms at the time that the goods had in fact been supplied by the Supplier.

CONSUMER GUARANTEES ACT 1993 (The “1993 Act”) Where (were it not for this paragraph) the 1993 Act would apply to the contract of sale, and the Customer acquires (or holds the Customer out to be acquiring) the goods for the purposes of a business as defined in the 1993 Act, the Customer agrees that the 1993 Act shall not apply to the contract of sale.  Nothing in these terms (for example, text under the headings “Claims” and “No Credits for Returned Goods”) is intended to have the effect of contracting out of the provisions of the 1993 Act except to the extent permitted by the Act.  Where it is mandatory that the 1993 Act applies, these terms are modified to the extent which is necessary to give effect to that intention.

WARRANTIES  No warranty or condition shall be implied against the Supplier under any statute, at common law or otherwise (except under any mandatory law) and no representation, express condition, warranty or variation of these terms shall be binding on the Supplier unless it is in writing and signed by a duly authorised officer of the Supplier.

NO CREDITS FOR RETURNED GOODS No goods shall be returned unless the Supplier has specifically agreed with the Customer in writing to this effect in advance. A handling fee of $30.00 or 10%, which ever is greater, may apply to any returned goods

CLAIMS  Any right which the Customer may have to reject nonconforming or defective goods shall only be effective if the Customer notifies the Supplier in writing within 14 days of receipt and the Supplier is given the opportunity to inspect the goods.  The Supplier accepts no liability for any Claim by the Customer or any other person including without limitation any Claim relating to or arising from
Any representation, warranty, or agreement made by any agent or representative, which are not expressly confirmed by the Supplier in writing, and the Customer agrees to indemnify the Supplier against any such Claim.
In any event, the Supplier’s liability under any Claim shall not exceed the price of the goods.

DEFAULT  If an Event of Default occurs, the Supplier may suspend or terminate the contract of sale.  If the Customer does not pay the price by due date, the Customer shall compensate the Supplier by immediately making payment as liquidated damages (in addition to the amount due) of interest at a rate of 2% per month and calculated on a daily basis on the unpaid portion of the price from due date until payment in full, plus GST.  The Customer shall pay all costs incurred by the Supplier, including legal costs on a solicitor-client basis and debt collectors’ costs, in the recovery or attempted recovery of outstanding money and the enforcement of these terms.  If an Event of Default occurs, the price and any other amount owing shall immediately become due and payable notwithstanding that the due date has not arisen.  Payments by the Customer shall be applied first in reduction of interest and costs due, and the balance in reduction of any amounts due.

WAIVER  If the Supplier exercises or fails to exercise any right or remedy available to it, this shall not prejudice the Supplier’s rights in exercising that or any other right or remedy.  Any waiver of any term of this contract must be specified in writing and signed by an authorised officer of the Supplier.

JURISDICTION AND FORUM  These terms and the contract of sale shall be governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

INTERNATIONAL SALES  The United Nations Convention on Contracts for the International Sale of Goods adopted at Vienna, Austria on 10 April 1980 shall not apply to these sales of goods.

DEFINITIONS  In these terms:
“Claim” Includes any claim:  For loss of profits; or, for any consequential, indirect or special loss, damage or injury of any kind suffered by any person arising directly or indirectly from: any breach of the Supplier’s obligations under this contract; or any cancellation of this contract; or any negligence, misrepresentation or other act or omission by the Supplier or it’s employees, agents or contractors; or, for compensation, or any other remedy.
An “Event of Default” means an event where”   the Customer fails to comply with the terms of this contract or any other contract with the Supplier or any related company of the Supplier; or, the Customer commits an act of bankruptcy; or, the Customer enters into any composition or arrangement with its creditors; or if the Customer is a company, the Customer does anything which would make it liable to be liquidated; or a resolution is passed or proceedings commenced for the Customer to be liquidated; or a receiver or statutory or official manager is appointed over all or any of the Customer’s assets; or the ownership or effective control of the Customer is transferred without the written consent of the Supplier “ownership” means the property in and legal and beneficial ownership.

RESERVATION OF TITLE/SECURITY INTEREST.  The printer shall retain ownership of any goods supplied by the printer until payment in full of all moneys owed by the Customer to the printer (whether for the goods or otherwise). Until payment is made the Customer shall hold any goods as bailee for the printer and shall keep the goods in a good condition and in a secure manner and so that the goods can be identified as the goods of the printer.  The printer may at any time after payment is due enter any premises on which the goods may be situated and take possession of the goods.  If all or any of the goods are wholly or partially attached to or intermingled with or incorporated in any other goods the printer may in its sole discretion, disconnect, retrieve or sever the goods in order to remove them.  The printer shall not be liable for any loss or damage caused or any liability incurred in exercising its rights under this clause and the Customer hereby indemnifies the printer for any claims for loss or damage that may be made against the printer as a result of the exercise by the printer of its rights pursuant to this clause.  If the Customer resells the goods or any of them before payment is made it shall hold the sale proceeds in trust for the printer in a separate bank account so that the proceeds are identifiable and traceable and account to the printer for all monies owed by the Customer to the printer.  If the Customer resells the goods or any of them so as to create a debt owed to the Customer, the Customer hereby assigns all legal and equitable title to that debt to the printer and the Customer hereby irrevocably appoints the printer as its attorney with all powers permitted by law for the purposes of effecting any such assignment and recovery of any such debt in the name of the Customer for the benefit of the printer.
The customer acknowledges that this clause creates a security interest in all present and after acquired goods and any proceeds of the sale of the goods as security for all of the Customer’s obligations to the printer pursuant to the Personal Property Securities Act 1999 (“the PPSA”) and that the printer may register a financing statement to perfect its security interest in the goods delivered or to be delivered to the Customer in accordance with the provisions of the PPSA. The Customer shall provide all information, execute or arrange for execution of all documents and do all other things that the printer may require to ensure that the printer has perfected first ranking security interest under the PPSA and shall upon request by the printer procure from any person considered by the printer to be relevant to its security position such agreements and waivers as the printer may at any time require.  The Customer shall immediately notify the printer of any change in the Customer’s name, address details and any other information provided to the printer to enable the printer to register a financing change statement if required.  The Customer waives its rights to received a verification statement in respect of any financing statement or financing change statement registered by or on behalf of the printer under the PPSA and agrees that as between the printer and the Customer, the Customer will have no rights under (or by reference to) sections 113(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 129, 131, 132, 133 and 134 of the PPSA. The Customer agrees that sections 108 and 109(1) of the PPSA are varied by deleting the words “with priority over all other secured parties”. The Customer agrees where the printer has rights in addition to those in part 9 of the PPSA, those rights shall continue to apply.  The Customer shall not allow any goods subject to the security interest created by this clause to become an accession to other goods. For the purpose of this clause the term “goods” shall include any goods, type and other intermediary material, proofs and all other products provided by the printer to the Customer.

(2)  TERMS AND CONDITIONS, APPLYING TO CUSTOM MANUFACTURED PRODUCT SOURCED FROM SATO NEW ZEALAND LIMITED

1. Quotations.  All quotations are based on printed copy.  The quotation shall be deemed to interpret the customer’s instructions.  Customer’s are accordingly advised to exercise due care and attention when checking any quotation before work proceeds.
2. Acceptance.  The quotation shall lapse unless accepted in writing by the customer within 30 days from the date of quotation.
3. Proof.  It is the Customer’s responsibility to ensure the proof to which they sign their approval for label or tag production is correct.  SATO is not liable for any errors which become evident after the Customer has authorised a proof.
4. Colour.  SATO cannot guarantee to exactly match a printed product with a colour proof because of variances in proof preparation methods and substrates.  Every effort will be made to match the specified colours as close as possible. 
5. Origination.  The cost of plates, film and dies are estimated, and the Customer will be invoiced the actual cost upon completion.  Origination is not included in the price for the labels or tags, and is separately itemised on the invoice.  SATO will incur the ongoing cost of maintaining plates and dies in a workable condition, and therefore will only release film to the customer in the event that they wish to source labels elsewhere.
6. Customer Approval on Press.  The Customer may enter the production facility, with SATO authorisation, to approve a new job.  The commencement of the job may occur outside normal office hours.  Should the Customer wish to approve a new job on press they will be advised the commencement time of the job.  Production will be held a maximum of 20 minutes after the scheduled arrival time of the customer.  Should the customer not arrive within this period SATO will proceed to print the job.
7. Cost Variation.  Quotations are always based on the costs prevailing at the time.  There will be no variation in the quoted price for single delivery orders, provided delivery is no more than 60 days from acceptance of quotation.  For orders with multiple delivery dates, or forward contracts, prices may be reviewed, should there be significant movement in cost after quotation date.
8. Alterations.  Quotations are based on the specification provided by the customer at the time of quoting.  Any subsequent change to the specification may invalidate the original quotation, and result in a new quotation being provided.
9. Variation in Quantity.  Every effort will be made to deliver the quantity specified by the customer.  All quotations are conditional however on a variation of 10%, being supplied over or under.  Unless otherwise agreed in writing in this variation shall be charged or deducted on a pro rata basis.
10. Trial Orders.  Unless otherwise agreed to in writing by SATO, trial orders will be invoiced in the normal manner, and are not to be considered free of charge.
11. Intellectual Property.  Any concept or design originating from SATO, and then used by the Customer, is the property of SATO, and may not be reproduced by another party without approval in writing by SATO.
12. Customer Property.  Every care will be taken to keep the Customer’s film in secure conditions.  The film will be held by SATO at the Customer’s risk.
13. Storage of Customer’s Film.  Film will be stored by SATO on the customer’s behalf, at no charge, for a period two years from the date the job was last produced.  Once this period has elapsed the Customer will be notified in writing and asked if they wish the film to be disposed of, or returned, at the Customer’s cost.  Should the Customer not reply within 30 days of the date of written advice, SATO may dispose of the materials.
14. Freight and GST.  Unless otherwise specified in writing by SATO, quote prices do not include the cost of freight or the prevailing Goods and Services Tax.
15. Liability.  SATO shall not be liable for any indirect or consequential loss arising from claims in respect to errors in the finished product, or a delay in delivery.  No warranty is given to ensure that the goods comply to legislation.  Compliance with the requirements of any such legislation is the responsibility of the Customer.
16. Outside Influences.  SATO is not responsible for any delay, default, loss or damage due to any industrial dispute, accident act of God, equipment failure or mischievous damage, outside out control.
17. Illegal or Libellous Matter.  SATO shall no be required to print any matter, which in our opinion is, or may be, illegal, libellous, an infringement of patent, design or copyright or a breach of the Fair Trading Act.  The Customer shall indemnify SATO for any claims or expenses arising in respect to product produced by SATO on the customer’s behalf.
18. Cancellation of Orders.  Orders shall not be cancelled except upon terms which compensate SATO for all expenses incurred up to the date of cancellation.
19. Payment Term.  Unless otherwise agreed in writing by SATO, payment of the account is due in full by the 20th of the month following invoice.  All expenses incurred by SATO in securing overdue debt will be at the customer’s expense.
20. Title to Goods.  The goods are owned by SATO until receipt of payment from the Customer.