GENERAL
1. This Contract forms the basis on which Printlink provides quotations to the Customer in respect of Goods and supplies and sells Goods to the Customer. Each such quotation and supply and sale shall be effected pursuant to the terms of this Contract (unless in any specific case agreed otherwise in writing). Any quotation, invoice or other document evidencing or describing any Goods is incorporated into and forms part of the Contract.

QUOTATIONS
2. A quotation only remains valid for 30 days from the date it is given. Any quotation may be withdrawn by Printlink at any time by notice to the Customer.
3. Where art or design is supplied by the customer all quotations are based on this copy being completed to our specification. Any additional work required to obtain copy in this condition will be paid for by the Customer.
4. Printlink written quotations will be deemed to interpret the Customer's written and verbal instructions. Customers are accordingly advised lo exercise due care and attention when checking quotations before any further work proceeds.
5. A quotation does not give rise to a binding contract in respect of the Goods the subject of that quotation until the Customer places an order in writing. A supply of Goods pursuant to any such order is governed by this Contract.

CANCELLATION AND SUSPENSION
6. The Customer is bound to pay the price from the time that an order is placed with Printlink. No order may be cancelled without the prior approval of Printlink and then only upon such terms as Printlink may specify.
7. The suspension of any work for a period of 30 days will entitle Printlink to immediate payment in full of the portion of the work completed.

PRICE
8. The price shall be increased by the amount of any GST and other taxes and duties which may be applicable except to the extent that such taxes are expressly included in any quotation given by Printlink.
9. The price shall be increased by the amount of freight and installation costs which may be applicable, except to the extent that such costs are expressly included in any quotation given by Printlink.

PAYMENT
10. Printlink may require immediate payment, otherwise payment in full is due by the 20th of the month following the date of invoice. Any variations to this must be agreed in writing with Printlink.
11. Printlink may alter terms of payment with effect from the date that it notifies the Customer of such change.
12. Printlink may impose a credit limit at any time, which may be altered at the discretion of Printlink with effect from the date that Printlink notifies the Customer of such alteration.
13. If the Customer does not make payment by the due date, Printlink may (at its discretion) charge a default penalty at a rate of 2% per month and may cancel any orders in existence and recover from the Customer all costs incurred as the result of the default.

DELIVERY
14. Delivery is to be made at the place specified in the quotation or this Contract.
15. Any time stated for delivery is an estimate only. Printlink is not liable for any delay in delivery.
16. If the Customer requests urgent delivery and that delivery requires overtime or other additional costs, then such additional charges will be at the Customers expense.
17. If the Customer refuses to accept delivery of any of the Goods, Printlink may charge the Customer for any additional costs incurred as a result, including storage and transportation costs.
18. No claim for discrepancy in orders delivered to the Customer shall be admitted unless it is made in writing to Printlink within 48 hours of delivery.

VARIATIONS
19. In the case of Goods printed or made to the Customers order, Printlink may deliver up to 10% more or less than the quantity of Goods ordered, and the Customer agrees to accept and pay for the quantity delivered.
20. All quotations are based on original specifications. Any additional costs associated with any variation or alteration to these specifications will be paid for by the Customer at current rates.
21. There is no guarantee that production prints exactly match colour proofs because of variations in proof preparation methods and substrates. However, Printlink will use all reasonable endeavours to provide a commercially acceptable finished product.
22. Printlink will not be liable in anyway whatsoever (including negligence) for errors or omissions arising from an oversight or misinterpretation of a Customers verbal instructions, or where a proof has been submitted to and approved by a Customer.

RISK AND SECURITY INTEREST
23. Risk of any loss, damage or deterioration of the Goods passes to the Customer on delivery.
24. The Customer grants a security interest to Printlink in each and every part of the Goods as security for payment of that part and of each other part or parts of the Goods and for any other amounts owing by the Customer to Printlink from time to time, and for the performance by the Customer of all the Customer's other obligations to Printlink from time to time, ('Customer's indebtedness and obligations'). For the purposes of section 36(1)(b) of the PPSA, and to ensure maximum benefit and protection for Printlink by virtue of section 36(1)(b)(iii) of the PPSA, the Customer confirms and agrees that the Customer intends to and does grant to Printlink, as security for the Customer's indebtedness and obligations, a security interest in all of the Customer's present and after-acquired property except only for any such property which is or comprises items or kinds of personal property ('excepted property') which has not been supplied by Printlink to the Customer, other than any excepted property which is or comprises proceeds of any of that present and after-acquired property which has been supplied by Printlink to the Customer.
25. The Customer agrees to do anything that Printlink reasonably requires to ensure that Printlink has a perfected security interest in all the Goods and a purchase money security interest in each part of the Goods to the extent of the purchase price for that part.
26. Printlink may allocate amounts received from the Customer in any manner it determines, including in any manner required to preserve any purchase money security interest it has in any Goods.
27. Where any Goods are, or for whatever reason come to be, situated outside New Zealand, then, insofar as, but only to the extent that, the Goods are situated outside New Zealand:
(a) ownership of those Goods remains with Printlink and does not pass to the Customer until the Customer pays all amounts owing in respect of those Goods and all the other amounts owing by the Customer to Printlink from time to time, or the Customer receives payment for the resale of those Goods;
(b) while ownership of those Goods remains with Printlink, Printlink authorises the Customer in the ordinary course of its business to use those Goods or sell them for full consideration. The authority granted under this clause 27(b) is revoked from the time that:
(i) an Event of Default occurs; or
(ii) Printlink notifies the Customer in writing that this authority is revoked;
(c) where Goods in respect of which property has not passed to the Customer are sold by the Customer pursuant to the authority granted by clause 27(b), any book debt created upon the sale of such Goods and the proceeds of the sale of such Goods, when received by the Customer, shall be held on trust by the Customer for Printlink and any proceeds of sale so received by the Customer shall be placed in a separate bank account and shall first be applied towards the satisfaction of all indebtedness of the Customer to Printlink and thereafter shall be retained by the Customer. Notwithstanding anything herein before contained, Printlink hereby authorises the Customer to deal with any such proceeds of sale received by the Customer as if such proceeds of sale were the absolute property of the Customer provided that such authority may be revoked by written notice to the Customer and is automatically and immediately revoked from the time that an Event of Default occurs;
(d) the Customer authorises Printlink and its agents to enter any property where the Goods supplied by Printlink may be located to re-take possession of Goods in respect of which payment has not been received; and
(e) where computer software is included in the Goods, legal and beneficial ownership in the software shall remain with Printlink or the licensor of the software, as the case may be. Use of such software shall be subject to the license agreement (if any) accompanying the manufacturers software.
28. The Customer shall keep the Goods insured in the names of Printlink and the Customer for their respective rights and interests and will produce to Printlink, upon demand, such evidence as Printlink may require to confirm the existence of such insurance. If the Customer defaults in the performance of its obligations under this clause, Printlink shall be entitled to insure the Goods and the cost of effecting such insurance shall be payable by the Customer to Printlink upon demand.
29. The Customer will, if so required by Printlink, store separately the Goods and clearly identify such Goods as having been supplied by Printlink.
30. In exercising its rights pursuant to these Risk and Security Interest clauses, Printlink shall be entitled to deduct from any sale of Goods recovered from the Customer all the liabilities and expenses (including legal expenses) incurred by Printlink in enforcing or attempting to enforce its rights pursuant to these clauses.
31. At any time after an Event of Default occurs, Printlink may (whether or not Printlink has exercised any other right) appoint any person to be a receiver of all or any of the Goods. In addition to, and without limiting or affecting any other powers and authorities conferred on a receiver (whether under the Receiverships Act 1993 or at law or otherwise), a receiver has the power to do all things in relation to the Goods as if the receiver has absolute ownership of the Goods.

CONTRACTING OUT OF THE PPSA
32. The Customer waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest under the Contract.
33. The Customer agrees that:
(i) if, at any relevant time, Printlink does not at that time have priority over all other secured parties in respect of any part of the Goods, then the Customer and Printlink will, for the purposes of section 109(1) of the PPSA, be deemed, in accordance with the entitlement to do so under section 107(1) of the PPSA, to have contracted out of that section but specifically on the basis that, as between them and only to the extent of that part of the Goods and the operation and application of the PPSA, that section 109(1) (but amended only by the deletion of the words 'with priority over all other secured parties') is reinstated and contracted back into; and
(ii) nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this Contract, or the security under this Contract, and waives the Customer's rights under sections 121, 125, 129, 131 and 132 of the PPSA

GUARANTEES/WARRANTIES
34. If Goods are acquired by the Customer for business purposes, the Customer agrees that the Consumer Guarantees Act 1993 ('Act') does not apply.
35. Where the Customer supplies the Goods in trade to a person acquiring them for business purposes, it must be a term of the Customers contract with that person that the Act does not apply in respect of the Goods.
36. The following terms apply wherever the Act does not apply, or where the following terms are not inconsistent with the Act:
- Defective Goods shall, at the discretion of Printlink, be replaced or the price refunded.
- All claims relating to defects must be made in writing within 14 days of delivery.
- Printlink accepts no liability for any claim by the Customer or any other person, including without limitation, any claim relating to or arising from any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, merchantability or otherwise whether expressed or implied by law, trade custom or otherwise; or any representations, warranties, conditions or agreement made by any agent or representative, which are not expressly confirmed by Printlink in writing.
37. Nothing in these terms is intended to have the effect of contracting out the provisions of the Act except to the extent permitted by the Act, and these terms are to be modified to the extent necessary to give effect to that intention.

USE OF INFORMATION
38. The Customer agrees that Printlink may obtain information about the Customer from the Customer or any other person (including any credit or debt collection agencies) in the course of Printlink business, including for credit assessment, debt collecting and direct marketing activities.
39. The Customer agrees that Printlink may use any information it has about the Customer relating to the Customers credit worthiness and give that information to any other person, including credit or debt collection agencies.
40. If the Customer is an individual (ie. a natural person) the Customer has rights under the Privacy Act 1993 to access and request the correction of any personal information which Printlink holds about the Customer.

RIGHTS RETAINED BY CUSTOMER
41. Unless otherwise specified in writing, in all cases where the Customer has been separately invoiced with the cost of design, origination, platemaking, positive or negative film, blocks or other such work, the Customer will retain all rights in such materials free of the security interest in clause 24.

CUSTOMER PROPERTY
42. Printlink will hold any property of the Customer at the Customers risk. Printlink will use all reasonable endeavours to secure good results from the use of materials or equipment supplied by the Customer. However, Printlink does not accept responsibility for sub-standard work caused by defects in or the unsuitability of any materials or equipment supplied by the Customer. Any change or correction necessary to supply properly finished work will be paid for by the Customer. Where the Customer supplies materials or equipment, adequate supplies must be furnished to cover spoilage.
43. Unless advised by the Customer in writing within a period of 24 months from the date of the relevant invoice, Printlink may dispose of any property of the Customer it is still holding. All proceeds arising from their disposal may be used by Printlink to offset the cost of storing them.

ELECTRONIC IMAGES AND/OR FILES
44. The Customer must retain a copy of any image or file it supplies to Printlink. Printlink is not responsible for any accidental damage to any such materials.
45. Unless otherwise agreed, the Customer will have no right or title to material stored by Printlink in any electronic form of storage.
46. If Printlink agrees to duplicate or transfer stored electronic material to the Customer Printlink will have the right to charge for such service.

CLAIMS FOR DAMAGED OR DEFECTIVE NON-MANUFACTURED GOODS
47. To the extent permitted by law, if products not manufactured by Printlink or services supplied are damaged or defective, then Printlink may (at its sole discretion) repair, replace or resupply the products or remedy the defect in the service where:
(a) all claims are reported to Printlink within 48 hours, and
(b) all claims are fully documented giving details of supply and the alleged damage or defect.

LIMITATION OF LIABILITY
48. To the extent permitted by law, Printlink liability in any case of any defect or fault, shall be limited to the remedy or repair, replacement or resupply of the products and/or the services in respect of which such liability arises, whichever is the lesser and Printlink shall have no further liability or responsibility for any direct, indirect or consequential injury, loss, damage or expense whatsoever and howsoever arising from the supply of the products, services and advice purported to be given by or on behalf of Printlink.

FORCE MAJEURE
49. Printlink will not be liable for any failure to fulfil its obligations under this Contract if that failure is due to any cause beyond Printlink control.

INTELLECTUAL PROPERTY INFRINGEMENT
50. The Customer warrants that the use by Printlink of any designs, or instructions supplied by the Customer will net infringe any intellectual property of any other person and the Customer indemnifies Printlink against any claim relating to or arising from the infringement of any intellectual property of any other person.

ILLEGAL MATTER
51. Printlink is not obliged to print any illegal or libellous matter and the Customer agrees to indemnify Printlink against any claim relating to or arising from the printing of such matter.

OTHER AGREEMENTS
52. If there is any inconsistency between this Contract and any order submitted by the Customer (whether in writing, verbally or by electronic data interchange) or any other arrangement between the parties, this Contract will prevail unless otherwise agreed in writing by the parties.

WAIVER
53. If Printlink exercises or fails to exercise any right or remedy available to it, this shall not prejudice the rights of Printlink in exercising that or any other right or remedy.
54. Waiver of any term of this Contract must be specified in writing and signed by an authorised officer of Printlink.

GOVERNING LAW
55. This Contract shall be governed and construed in accordance with the laws of New Zealand.

WORDS USED IN THIS CONTRACT
-"Claim" includes any claim for loss of profits or any consequential, indirect or special loss, damage or injury of any kind suffered by any person arising directly or indirectly from any breach of cancellation of any contract or any negligence, misrepresentation or other act or omission by Printlink, its employees, agents or contractors.
- "Contract" means these Terms and Conditions of Trade themselves together with any and every document evidencing or describing, whether by item or kind or otherwise, the Goods, and includes the provisions of the quotation (where the Contract arises from a quotation by the Company) or the provisions contained in the Company's confirmation of order (where the Contract arises from acceptance by the Company of an order by the Buyer).
- "Event of Default" means an event where:
- any Goods are at risk; or
- the Customer fails to comply with the terms of any contract with Printlink; or
- the Customer commits act of bankruptcy; or
- the Customer enters into any composition or arrangement with its creditors; or
- Printlink deems the credit of the Customer to be unsatisfactory; or
- if the Customer is a company:
- the Customer does anything which would make it liable to be liquidated; or
- a receiver or statutory or official manager is appointed over any of the assets of the Customer.
- "Goods" means all electronic files, film, printed materials and all other Goods or property which, in each case, are supplied by Printlink to the Customer and, for the avoidance of doubt, in each case includes all such Goods and property so supplied:
(a) whether or not described by item or kind that enables them to be identified; and
(b) which are or comprise inventory of the Customer.
- "PPSA" means the Personal Property Securities Act 1999.
- "quotation" includes an estimate.
- The terms "after-acquired property", "financing change statement", "financing statement", "inventory", "perfected", "proceeds", "purchase money security interest", "rights", "risk", "security interest" and "verification statement" have the respective meanings given to them under, or in the context of, the PPSA.