Hound + Steed Strategic Marketing & Consulting (Hound+Steed) Terms of Trade.

1) DEFINITIONS

a) “Hound + Steed or The Agency” shall mean Hound & Steed Ltd, or any agents or employees thereof.

b) “Customer” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing goods from Hound & Steed.

c) “Goods” shall mean all goods or services provided to the customer, including digital electronic information transmitted or stored, film work, proofs, printed matter or graphic art services and designs, all charges for labour and work, insurance charges, or any fee or charge associated with the supply of goods by Hound + Steed to the customer.

d) Price” shall mean the cost of the goods as agreed between Hound & Steed and customer subject to clause 4 of this contract.

2) ACCEPTANCE

a) Any instructions received by Hound + Steed from the customer for the supply of goods shall constitute acceptance of the terms and conditions contained herein.

3) USE OF INFORMATION

a) The customer authorises Hound + Steed to collect, retain and use any information about the customer, or for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any goods and services provided by Hound + Steed to any other party.

b) The customer authorises Hound + Steed to disclose any information obtained to any person for the purposes set out in clause 3.1.

c) Where the customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

4) PRICE

a) Where no price is stated in writing or agreed to orally the goods shall be deemed to be sold at the current amount as such goods are sold by Hound + Steed at the time of the contract.

b) The price may be increased by the amount of any reasonable increase in the cost of supply of the goods that is beyond the control of Hound + Steed between the date of the contract and delivery of the goods.

5) PAYMENT

a) Except where otherwise agreed in writing payment for goods shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).

b) Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.

c) Any expenses, disbursements and legal costs incurred by Hound & Steed in the enforcement of any rights contained in this contract shall be paid by the customer, including any reasonable solicitor’s fees or debt collection agency fees.

d) Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.

6) QUOTATION AND ESTIMATE

a) Where a quotation is given by Hound & Steed for goods the quotation shall be valid for one month from the date of issue.

b) Where goods are required in addition to the quotation the customer agrees to pay for the additional cost of such goods.

c) Where an estimate is given by Hound + Steed for goods:

i)       The estimate shall be based on specifications supplied by the customer at the time of estimation; and

ii)      Where the customer requests deviation in addition to the specifications supplied for estimate additional charges may apply; and

iii)      Where extra charges are likely to be incurred Hound + Steed shall inform the customer of such charges before they are incurred.

d) Any quotation or estimate shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.

7) RISK

a)  The goods remain at Hound & Steed’s risk until the delivery to the customer, but when title passes to the customer pursuant to clause 9.1 of this contract the goods are at the customer’s risk whether delivery has been made or not.

b) Delivery of goods shall be deemed complete when Hound & Steed gives possession of the goods for delivery to the customer, or possession of the goods is given to a common carrier, or other bailee for the purposes of transmission to the customer, or possession of the goods is given to any publisher or other third party on behalf of the customer for the purposes of publication.

c) The time agreed for delivery shall not be an essential term of this contract unless the customer gives written notice to Hound & Steed making time of the essence.

d) Hound + Steed will fulfil time requirements within reasonable and fair expectations and capabilities.

8) AGENCY

a) The customer authorises Hound + Steed to contract either as principal or agent for the provision of goods that are the matter of this contract or for the transportation or delivery of goods to the customer or any person specified by the customer.

b)Where Hound + Steed enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the customer agrees to pay any amounts due under that contract.

9) TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

a) Title and Goods and Services supplied by the Agency passes to the Client only when the Client had made payment in full for all Goods and services provided by the Agency and for all other sums due to the Agency by the Client on any account whatsoever. Until all sums due to the Agency by the Client have been paid in full, the Agency has a security interest in all Goods and Services.

b) The Client on request of the Agency will promptly execute any documents and provide all necessary information and do anything else required by the Agency to ensure that a security interest created under this agreement constitutes a protected security interest in the goods and their proceeds which will have priority over all other security interest in the goods.

c) The Client will pay to the Agency all fees and expenses incurred by the Agency in relation to filing of a financing statement or a finance charge statement in connection with these terms of trade.

d)  If the Goods and Services are attached, fixed, or incorporated into any property of the Client, by way of any manufacturing or assembly process by the Client or ay third party, title in the Goods and Services shall remain with the Agency until the Purchase has made payment for all Goods and services, and where those Goods and Services are mixed with other property so as to be part of or a constituent of any new Goods and Services, title to those new Goods and Services shall deemed to be assigned to the Agency as security for the full satisfaction by the Client of the full amount owing between the Agency and Client.

e) The Client gives irrevocable authority to the Agency to enter any premises occupied by the Client or on which Goods and Services are situated at any reasonable time after default by the Client or before default if the Agency believes a default is likely and to remove and repossess any Goods and Services and any other property to which Goods and Services are attached or in which Goods and Services are incorporated. The Agency shall not be liable for any costs, damages, expenses or losses incurred by the Client 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 statute such liability cannot be excluded. The Agency may either resell any repossessed Goods and Services and credit the Clients account with the net proceeds of sale (after deduction of all repossession storage, selling and other costs) or may retain any repossessed Goods and Services and credit the Clients account with the invoice value thereof less such sums as the Agency reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and cost.

f) Where Goods and Services are retained by the Agency pursuant to clause 9.3 the Client waives the right to receive notice under s.120 of the Personal and Property Securities Act 1999 and to object under s.121 of the Personal Properties Security Act 1999.

g) The following shall constitute default by the Client:

(a) Non payment of any sum by the due date or the Client intimates that it will not pay any sum by the due date.

(b) Any Goods and Services are seized by any other creditor of the Client or any other creditor intimates that it intends to seize Goods and Services.

(c) Any Goods and Services in the possession of the Client are materially damaged while any sums due form the Client to the Agency remains unpaid.

(d) The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Clients assets or a landlord distains against any of the Clients assets.

(e) A Court judgement is entered against the Client and remains unsatisfied for seven (7) days.

(f)  Any material adverse change in the financial position of the Client.

(g) The Client agrees to sign all documents required by the Personal Property Securities Act to grant a security interest enforceable against third parties in the Goods and or any present or after acquired proceeds in the Goods.

10) RETURN OF GOODS

a) The customer shall be deemed to have accepted the goods unless the customer notifies Hound + Steed otherwise within 48 hours of delivery of the goods to the customer.

11) LIABILITY

a) Except as otherwise provided by statute Hound + Steed shall not be liable for:

i)  Any loss or damage of any kind whatsoever whether suffered or incurred by the customer or another person whether such loss or damage arises directly or indirectly from goods or services or advice provided by Hound & Steed to the customer and without limiting the generality of the fore going of this clause Hound & Steed shall not be liable for any consequential loss or damage of any kind including without limitation any financial loss; and

ii)   Except as provided in this contract Hound + Steed shall not be liable in contract, or in tort, or other wise for any loss, damage, or injury beyond the value of the goods provided by Hound & Steed to the customer; and

iii)  The customer shall indemnify Hound + Steed against all claims 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 Hound & Steed or otherwise, brought by any person in connection with any matter, act, omission, or error by Hound & Steed its agents or employees in connection with the goods.

12) CONSUMER GUARANTEES ACT

a) The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods or services from Hound & Steed for the purposes of a business in terms of section 2 and 43 of that Act.

13) GENERAL LIEN

a) The customer agrees that Hound + Steed may exercise a general lien against any goods or any property belonging to the customer that is in the possession of Hound + Steed for all sums outstanding under this contract and any other contract to which the customer and company are parties.

b) If the lien is not satisfied within 7 days of the due date Hound & Steed may having given notice of the lien at its option either:

i) Remove such goods or property and store them in such a place and in such a manner as Hound + Steed shall think fit and proper and at the risk and expense of the customer; or

ii) Sell such goods or property or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.

14) WARRANTY

a) No representation, condition, warranty, or premise expressed or implied by law or otherwise applies to goods except where goods are supplied pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.

b) Hound + Steed does not provide any warranty that the goods are fit and suitable for the purpose for which they are required by the customer and shall not be liable if they are not.

c) The customer warrants and undertakes to Hound & Steed that there is no statement, or representation or information in any material supplied by the customer that is or is likely to be misleading or deceptive or in any way infringe the Fair Trading Act 1986, or is in full or part defamatory, libellous, or slanderous, or in breach of copyright, trademark or other intellectual property right, or is otherwise in breach of any statute, regulation, rule or law.

15) CANCELLATION

a) Hound + Steed shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods to the customer if the customer fails to pay any money owing after the due date or the customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.

b) Any cancellation or suspension under clause 15.1 of this agreement shall not affect Hound + Steed’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the customer’s obligations to Hound + Steed under this contract.

16) COPYRIGHT AND INTELLECTUAL PROPERTY

a) Hound + Steed owns, and has copyright in all work, drawings, specifications, models, photographs, documents, all electronic data and software produced by it in connection with the services that form the subject of this contract and the client may use them only if paid for in full and for the purpose for which they were intended and supplied by Hound + Steed.

17) MISCELLANEOUS

a) The customer shall not assign all or any of its rights or obligations under this contract without the written consent of Hound + Steed.

b) Hound + Steed shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.

c) Hound + Steed may refuse or reject any material supplied to it by the customer without any reason being given to the customer.

d) Failure by Hound + Steed 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 Hound + Steed has under this contract.

e) The law of New Zealand shall apply to this contract except to the extent expressly negatived or varied by this contract.

f) Where the terms of this contract are at variance with the order or instruction from the customer, this contract shall prevail.

g) Any personal guarantee made by any third party shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in this contract. The guarantors and customer shall be jointly and severally liable under the terms and conditions of this contract.

h) 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.