ARC FINE ART SERVICES LIMITED
TERMS OF TRADE
1.1 “ARC” means ARC Fine Art Services Limited.
1.2 “Customer” means the person or entity receiving the Goods or Services from ARC and includes their successors and assigns.
1.3 “Goods” means all goods supplied by ARC to the Customer (including but not limited to hanging or installation devices).
1.4 “Price” means the cost of the Goods and/or Services.
1.5 “Services” means all services supplied by ARC to the Customer including but not limited to art installations and hangings.
1.6 “Terms” means these terms of trade and includes any variations or amendments to these terms of trade.
2.1 Where a quotation is given by ARC for Goods and/or Services: (a) Subject to clause
2.2 the quotation shall be valid for thirty (30) days from the date of issue and thereafter shall be deemed to be withdrawn; (b) Only Goods and/or Services itemised in the quotation are included in the contract; (c) The quotation shall be exclusive of GST unless specifically stated otherwise; (d) No variation of the quotation is permitted unless ARC has agreed in writing to such variation; and (e) ARC reserves the right to alter the quotation because of circumstances beyond its control. 2.2. ARC reserves the right to withdraw a quotation prior to receiving a response to the quotation from the Customer.
2.3 A quotation is based on rates and conditions at the time of issue. Any increase in the cost of labour or materials thereafter may be charged at ARC's sole discretion.
3.1 Any instructions received by ARC from the Customer for the supply of Goods and/or Services and/or, if applicable, the written or verbal acceptance of any quotation provided by ARC to the Customer shall constitute acceptance of these Terms.
3.2 These Terms shall govern the supply by ARC to the Customer of all Goods and/or Services. If there is any conflict or inconsistency between these Terms and the terms of any other document issued by ARC or the Customer in respect of the Goods and/or Services these Terms will prevail (unless ARC directs otherwise).
4. PRICE AND PAYMENT
4.1 The Price shall be either: (a) The Price stated in ARC's quotation; or (b) If there is no quotation, the cost of the Goods and/or Services calculated using ARC’s prices current at the time of invoice.
4.2 Payment for Goods and/or Services shall be made in full on or before the 20th day of the month following the date of the invoice (“Due Date”).
4.3 Interest may be charged on any amount owing after the Due Date at the rate of 2.5% per month.
4.4 ARC may, at its discretion, require payment of a deposit from the Customer prior to providing the Goods and/or Services.
4.5 Any expenses, disbursements and legal costs incurred by ARC in the enforcement of these Terms shall be paid by the Customer, including any reasonable solicitor’s fee or debt collection agency fees.
4.6 The Customer will make all payments due to ARC in full without deduction or set off by way of cash, cheque, bank cheque, direct credit, or by any other method agreed by ARC.
4.7 Unless stated otherwise the Price is exclusive of GST.
5. COLLECTION AND USE OF INFORMATION
5.1 The Customer authorises ARC to collect, retain and use any information about the Customer, for the purpose of enforcing any rights or marketing any Goods and/or Services provided by ARC to any other party, provided such use is in accordance with the Privacy Act 1993.
6. TITLE AND RISK
6.1 Property in all Goods shall pass to the Customer when the Goods are paid for in cleared funds and all risk of any loss or damage or deterioration in respect of the Goods shall pass to the Customer upon delivery.
6.2 If the Goods are attached, fixed or incorporated into any property of the Customer, title in the Goods shall remain with ARC until the Customer has made payment for all Goods.
7. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”)
7.1 The Customer grants a security interest over all Goods supplied by ARC.
7.2 The Customer will provide such information and do such acts and execute such further documents as in the opinion of ARC may be necessary or desirable to enable ARC to perfect the security interest created by these Terms.
7.3 The Customer will do everything within the Customer’s reasonable power to assist ARC in perfecting under the PPSA the security interest created by these Terms.
7.4 ARC may do all things which it thinks desirable to remedy any default by the Customer or otherwise protect the Goods or the security interest created by these Terms.
7.5 The Customer waives the Customer’s right to receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to the security interest created by these Terms.
7.6 The Customer agrees that none of the Customer’s rights as debtor under sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 126, 127, 129, 131, 132 and 133 of the PPSA shall apply to these Terms.
7.7 The Customer also agrees, where ARC has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.
7.8 The Customer must not change the Customer’s name without first notifying ARC of the new name not less than seven (7) days before the change takes effect.
7.9 The Customer must not allow or permit the creation of a lien over any of the Goods.
7.10 The Customer gives irrevocable authority to ARC to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer (or if ARC believes a default is likely) to remove and repossess any Goods or any other property to which Goods are attached or in which Goods are incorporated. ARC shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statue such liability cannot be excluded. ARC may either resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as ARC reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
7.11 If the Credit Repossession Act applies to any transaction between the Customer and ARC, the Customer has the rights provided in that Act despite anything contained in these Terms.
8.1 The following shall constitute defaults by the Customer:
(a) Non-payment of any sum by the Due Date;
(b) The Customer intimating that they will not pay any sum by the Due Date;
(c) Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize the Goods;
(d) Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to ARC remains unpaid;
(e) The Customer is bankrupt or put into liquidation or a receiver is appointed to any of the Customer’s assets;
(f) A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days;
(g) Any material adverse change in the financial position of the Customer including but not limited to –
(i) if the Customer becomes insolvent;
(ii) if an arrangement with the Customer's creditors is made or likely to be made;
(iii) if the Customer ceases or threatens to cease carrying on business;
(iv) if the ownership or effective control of the Customer is transferred, or the nature of the customer’s business is materially altered; or
(h) Failure by the Customer to comply with any obligation imposed on it under these Terms.
9.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon ARC which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on ARC, ARC’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute. For avoidance of doubt, where the Customer acquires, or holds themselves out as acquiring, the Goods and/or Services for business purposes, the Consumer Guarantees Act 1993 does not apply.
9.2 Subject to clause 9.1 and to the extent permitted by law, ARC’s liability in any case of any defect or fault, or otherwise under these Terms, shall be limited to the value of the total amount invoiced to the Customer by ARC in relation to the Goods and/or Services, and to the remedy of repair, replacement or resupply of the Goods and/or the Services in respect of which such liability arises. ARC shall have no liability or responsibility for any indirect or consequential injury, loss, damage or expense whatsoever and howsoever.
9.3 Where ARC notifies a Customer of a risk involved in carrying out the Services and/or providing the Goods as per the Customer’s instructions, and the Customer insists on receiving the Goods and/or Services notwithstanding that notification, the Customer accepts full responsibility for any damage or loss arising in connection with the risk so notified.
10.1 Manufacturer’s warranties apply where applicable.
11.1 ARC shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
11.2 Failure by ARC to enforce any these Terms shall not be deemed to be a waiver of any of the rights or obligations ARC has under these Terms.
11.3 If any provision of these Terms shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
11.4 If the person who engages ARC to supply Goods and/or Services does so on behalf of a company, incorporated society or other body corporate, that person warrants to have the power to bind the relevant entity to these Terms.
11.5 New Zealand law governs these Terms and New Zealand Courts have exclusive jurisdiction.