Terms and Conditions of Trade

This policy sets out the terms and conditions that govern our relationship with our customers and how we do business with you.

DEFINITIONS

"Alpine" shall mean Alpine Print Limited, its permitted assigns and successors, or any agents or employees of Alpine as appropriate.

“Customer” shall mean the customer as described in this agreement, any person acting on behalf of and with the authority or apparent authority of the customer, or any person purchasing goods and services from Alpine.

“Goods” shall mean all goods and inventory supplied by Alpine to the Customer; all charges identified in any invoice issued by Alpine to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and also means all services and advice provided by Alpine to the Customer, including (without limitation) the manufacture and distribution of advertising, printing, and display materials, including technical advice and all charges for labour, hire charges, insurance charges, freight costs, or any fee or charge associated with the supply of Goods by Alpine to the Customer.

“Price” shall mean the cost of the Goods as agreed between Alpine and the Customer in this agreement, including all disbursements Alpine pays to third parties on the Customer’s behalf.

ACCEPTANCE

Any verbal or written instructions received by Alpine from the Customer for the supply of Goods shall constitute acceptance of these terms and conditions.

All orders received are subject to a 10% under-run or over-run. Errors and omissions excepted.

Confirmed orders cannot be cancelled.

QUOTATION AND PRICE

Where a quotation is given by Alpine for Goods:

  1. Unless otherwise agreed, the quotation shall be valid for 21 days from the date of issue.
  2. The quotation shall be exclusive of goods and services tax unless stated otherwise.

Quotations will be deemed to interpret the Customer’s written and verbal instructions. Customers are accordingly advised to exercise due care and attention when checking Quotations before placing an Order.

Alpine reserves the right to alter the quotation:

  1. Due to circumstances beyond its control; and
  2. If the Customer varies its original requirements.

All quotations are subject to stock availability.

Prices may increase if there is a reasonable increase in the cost of supply beyond Alpine’s control between the contract date and delivery of the Goods.

Additional Goods (such as artwork, plates, cutting formes, freight) beyond the quotation are payable by the Customer.

If no price is agreed in writing or verbally, the Goods shall be sold at Alpine’s current price at the time of agreement.

Where art or design is supplied by the Customer the Quotation is based on copy being completed to Alpine’s specification and satisfaction. Any additional work required to obtain copy will be invoiced to, and paid for by, the Customer.

Where the Customer wishes to vary an order:

  1. The Customer must submit a written request to Alpine.
  2. Alpine will notify the Customer of any extensions, costs, and price changes within three (3) working days.
  3. The Customer has two (2) working days to accept these changes.
  4. If the Customer does not respond within this time, it is considered acceptance.

CHARGES AND PAYMENT

Unless otherwise agreed, payment for Goods shall be made in full without deduction:

  1. Within one (1) day of the invoice date; or
  2. Where the Customer holds a trade account with Alpine, on or before the 20th day of the month following the invoice date (“due date”).

Failure to pay by the due date will result in interest charges of 2.5% per month until payment. The Customer shall also cover any costs (including legal fees) incurred by Alpine in enforcing this agreement.

Receipt of a cheque, bill of exchange, or other negotiable instruments does not constitute payment until fully cleared.

PROOFS

Alpine provides no guarantee that production prints will exactly match colour proofs because of variations in proof preparation methods and substrates. Alpine will, however, use its best endeavours to provide a commercially acceptable finished product.

Alpine is not liable for errors or variations in the finished work where such errors or variations were contained in the proof approved by the Customer.

FILES

It is the Customer’s responsibility to retain a copy of any electronic image or file supplied by the customer to Alpine. Alpine is not responsible for accidental damage to any electronic material supplied and such material is held at the Customer’s risk. Alpine may charge for any additional translating, editing or programming needed to utilise the Customer’s supplied files or images and such charges shall be in addition to the quoted price.   Alpine’s own electronic records shall remain the property of Alpine.

ILLEGAL MATERIAL

The Customer will not require Alpine to reproduce any material or produce any goods that are illegal, objectionable, or defamatory in nature or that is in breach of any copyright, patent, design or statute. The Customer acknowledges that it is aware that any breach of this clause may result in Alpine suffering damage. The Customer indemnifies Alpine against all losses, damages, expenses and legal costs (including on a solicitor and client basis) that Alpine may reasonably sustain or incur as a result, whether directly or indirectly, of any breach by the Customer of the provisions of this clause.

DELIVERY, RISK, INSURANCE, AND INSPECTION

Delivery is to be made at the place specified in the Quotation or Order. Any time stated for delivery is an estimate only. Alpine is not liable for any delay in delivery.

Orders cannot be cancelled due to delays in delivery, except with Alpine agreement. Delivery shall occur in New Zealand as specified in this agreement, or otherwise, the Goods will be available for collection from Alpine’s premises.

Risk passes to the Customer upon delivery, and the Customer is responsible for insuring the Goods from that time.

The Customer must inspect the Goods upon delivery and notify Alpine of any issues within three (3) days. After this period, Goods are deemed accepted and cannot be returned.

CUSTOMERS PROPERTY

Alpine will take reasonable care of the Customer’s property but the risk shall be on the Customer and Alpine shall not be responsible for any damage. Unless it is otherwise agreed in writing Alpine will not be responsible for any insurance cover. Unless otherwise agreed in writing, Alpine may dispose of any materials held three (3) months following the date of the invoice.

GENERAL LIEN

Alpine may exercise a general lien on any goods or property of the Customer in Alpine’s possession for all outstanding sums.

If unsatisfied within seven (7) days, Alpine may store or sell the goods to offset outstanding balances.

INTERMEDIATE MATERIALS

Intermediate materials, except those provided by the Customer, will remain the property of Alpine.

TITLE AND SECURITY

Alpine retains a security interest in all goods supplied to the Customer until Alpine receives payment in full of all sums owing by the Customer under any contract for the supply of the goods. The nature of the security interest is that Alpine retains title to the goods. The security interest shall apply to goods supplied to the Customer in the future. The Customer shall not allow any goods subject to the security interest to become an accession to other goods.

IT SUPPORT AND THIRD-PARTY SYSTEMS

Alpine is not an IT support business and are not responsible for any client-side IT support including (but not limited to) web browser use and installation; email client software, email account usage and email content; Third party cloud-based email or other systems not hosted directly by Alpine; PC and Apple Mac troubleshooting; client-side data storage, backups and caching; etc. Any work relating to these areas should be undertaken by a 3rd party IT professional or the organisation providing any specific cloud-based service or client software.

INTELLECTUAL PROPERTY AND USE BY THE CUSTOMER

All the trademarks, patents, copyright, designs (including rights of drawings, calculations, models, samples, descriptions, figures, dimension specifications and the like) or other intellectual property rights (whether or not registered) in respect of the Goods (collectively “Intellectual Property”) remain Alpine’s property notwithstanding the sale/supply of the Goods to the Customer. The Customer may not use, reverse engineer, remove, interfere with or alter the Intellectual Property in any way.

Intellectual Property owned by Alpine may not be copied, reproduced, distributed, modified, published, uploaded, posted, or transmitted in any way without Alpine’s prior written consent.

This clause survives termination of this agreement.

The Customer may use the Goods only if paid for in full and for the purpose for which they were intended and supplied by Alpine.

WARRANTIES

Manufacturer’s warranties may apply to the Goods.

Alpine warrants that it is skilled and experienced and possesses the expertise needed to provide the Goods the subject of this agreement.

LIMITATION OF LIABILITY

The warranties provided above replace all other representations or warranties (statutory, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose) and all such representations and warranties (excepting those which may not be lawfully excluded) are specifically excluded.

The exclusions and the limitations do not apply to rights granted to the Customer under the Consumer Guarantees Act 1993, unless the Customer is acquiring the services for the purposes of a business in which case the provisions contained in the Consumer Guarantees Act 1993 shall not apply.

Under no circumstances will any warranty express or implied relating to the Goods extend to or include nor will Alpine be liable (whether vicariously or otherwise) under the law of tort, contract or otherwise for:

  • Any loss or damage of any kind whatsoever, arising from the supply of Goods by Alpine to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by Alpine to the Customer;
  • Any loss of profits or savings or any indirect, special, incidental or consequential loss or damage, however caused, arising out of or in connection with the performance or non-performance of Alpine and/or this agreement;
  • Damage to Goods after risk of loss passes;
  • Any loss or damage not covered by a warranty arising;
  • Any loss or damage caused by a force majeure event; or
  • Any loss or damage arising from the termination of this agreement.

Notwithstanding any other provision of this agreement and without prejudice to clause 10.2, if for any reason Alpine becomes liable for loss or damage that would have otherwise been excluded then its total liability to the Customer arising out of any claim for damages for any cause will be limited at Alpine’s election to either the monetary amount of the value of the Goods giving rise to the claim or the actual damage or loss suffered by the Customer whichever is lesser.

The Customer shall indemnify Benefitz against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Benefitz or otherwise, brought by any person in connection with any matter, act, omission, or error by Benefitz its agents or employees in connection with the Goods.

DISPUTES

No party to this agreement shall begin any court proceedings relating to any dispute arising out of this agreement (including any dispute as to the validity, breach or termination of this agreement or as to any claim in tort, in equity pursuant to any statute) unless that party has complied with the following paragraphs of this clause:

  1. Any party who claims that a dispute has arisen under or about this agreement must give written notice to the other party specifying the nature of the dispute.
  2. On receipt of the notice by the other party, the parties to this agreement:
    1. Must co-operate and use their reasonable endeavours to resolve the dispute quickly;
    2. Must, if they do not within seven (7) days of receiving the notice (or any further period as they may agree in writing) resolve the dispute, refer the dispute to mediation (“mediation”).
    3. The mediation shall be conducted in terms of the LEADR New Zealand Inc. Standard Mediation Agreement, and the mediation shall be conducted by a mediator and at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected, and the mediator’s fee shall be decided by the Chair for the time being of LEADR New Zealand Incorporated.

RIGHTS OF TERMINATION

Alpine may in its sole discretion terminate this agreement by written notice to the Customer if:

  1. The Customer defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within seven (7) days from receiving a notice specifying the default and requiring remedy; or
  2. The Customer defaults in the performance of its obligations under this agreement and the default is in Alpine reasonable opinion incapable of being remedied; or
  3. The Customer commits an act of insolvency including a compromise with creditors or appoints a voluntary administrator; or if a receiver is appointed in respect of the assets of the Customer; or if an arrangement with the Customer’s creditors is made or likely to be made; or if the Customer ceases or threatens to cease carrying on business; or if the ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered, or the Customer is adjudicated bankrupt.

Termination of this agreement will not prejudice or affect the rights, remedies and claims and/or any liabilities of Alpine. Alpine shall have no liability or responsibility whatsoever to the Customer for any loss or damage of any kind which may result directly or indirectly from such termination of this agreement.

MISCELLANEOUS

Alpine may assign its rights under this agreement, but the Customer requires Alpine’s consent to assign rights.

Alpine shall not be liable for delay or failure to perform its obligations. Alpine shall not be liable for any errors, quality defects, faults or omissions in customer supplied materials.

Failure by Alpine to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Alpine has under this contract.

If any provision of this contract 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.

The Customer authorises Alpine to collect, retain, disclose and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under these terms and conditions or marketing any Goods provided by Alpine.