1. DEFINITIONS

1.1 'Benefitz' shall mean Benefitz DMA Limited, Benefitz Print (Harbour Print Limited), or any agents or employees thereof.
1.2 'Customer' shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing goods and services from Benefitz.
1.3 'Goods' shall mean:
1.3.1 all Goods of the general description specified on the front of this agreement and supplied by Benefitz to the Customer; and
1.3.2 all Goods supplied by Benefitz to the Customer; and
1.3.3 all inventory of the Customer that is supplied by Benefitz; and
1.3.4 all Goods supplied by Benefitz and further identified in any invoice issued by Benefitz to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Goods that are marked as having been supplied by Benefitz or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Benefitz; and
1.3.6 all of the Customer's present and after-acquired Goods that Benefitz has performed work on or to or in which goods or materials supplied or financed by Benefitz have been attached or incorporated.
1.3.7 The above descriptions may overlap but each is independent of and does not limit the others.
1.4 'Goods' shall also mean all goods, services and advice provided by Benefitz to the Customer and shall include 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 Benefitz to the Customer.
1.5 'Price' shall mean the cost of the Goods as agreed between Benefitz and the Customer and includes all disbursements eg charges Benefitz pay to others on the Customer's behalf subject to clause 4 of this contract.

2. ACCEPTANCE

2.1 Any instructions received by Benefitz from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.
2.2 All orders received are subject to a 10% under- run or over- run. Errors and omissions excepted.
2.3 Confirmed orders cannot be cancelled.

3. COLLECTION AND USE OF INFORMATION

3.1 The Customer authorises Benefitz to collect, retain and use any information about the Customer, for the purpose of assessing the Customer's credit worthiness, enforcing any rights under this contract, or marketing any Goods provided by Benefitz to any other party.
3.2 The Customer authorises Benefitz to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 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

4.1 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 Benefitz at the time of the contract.
4.2 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 Benefitz between the date of the contract and delivery of the Goods.

5. PAYMENT

5.1 Unless otherwise agreed payment for Goods and services shall be made in full either:
5.1.1 Within seven (7) days of the date of invoice, or
5.1.2 On or before the 20th day of the month following the date of the invoice ('the due date').
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Benefitz in the enforcement of any rights contained in this contract shall be paid by the Customer, including any actual solicitor's fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit may be required.

6. QUOTATION

6.1 Where a quotation is given by Benefitz for Goods:
6.1.1 Unless otherwise agreed the quotation shall be valid for twenty one (21) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 Benefitz reserves the right to alter the quotation because of circumstances beyond its control. All quotations are subject to the availability of stock.
6.2 Where Goods are required in addition to the quotation for example but without limitation artwork, film, plates, cutting formes and freight the Customer agrees to pay for the additional cost of such Goods.

7. RISK

7.1 The Goods remain at Benefitz risk until delivery to the Customer.
7.2 Delivery of Goods shall be deemed complete when Benefitz gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.

8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

8.1 Title in any Goods supplied by Benefitz passes to the Customer only when the Customer has made payment in full for all Goods provided by Benefitz and of all other sums due to Benefitz by the Customer on any account whatsoever. Until all sums due to Benefitz by the Customer have been paid in full, Benefitz has a security interest in all Goods.
8.2 If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with Benefitz until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to Benefitz as security for the full satisfaction by the Customer of the full amount owing between Benefitz and Customer.
8.3 The Customer gives irrevocable authority to Benefitz to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if Benefitz believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. Benefitz 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 statute such liability cannot be excluded. Benefitz 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 Benefitz reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
8.4 Where Goods are retained by Benefitz pursuant to clause 8.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 ('PPSA') and to object under s.121 of the PPSA.
8.5 The following shall constitute defaults by the Customer:
8.5.1 Non payment of any sum by the due date.
8.5.2 The Customer intimates that it will not pay any sum by the due date.
8.5.3 Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
8.5.4 Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Benefitz remains unpaid.
8.5.5 The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer's assets or a landlord distrains against any of the Customer's assets.
8.5.6 A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.5.7 Any material adverse change in the financial position of the Customer.

9. PAYMENT ALLOCATION

9.1 Benefitz may in its discretion allocate any payment received from the Customer towards any invoice that Benefitz determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by Benefitz, payment shall be deemed to be allocated in such manner as preserves the maximum value of Benefitz purchase money security interest in the Goods.

10. DISPUTES

10.1 No claim relating to Goods will be considered unless made in writing within seven (7) days of delivery.
10.2 Pallets will only be credited upon return to Benefitz in good condition. Outer cartons will not be credited.

11. LIABILITY
11.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Benefitz 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 Benefitz, Benefitz'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.
11.2 Except as otherwise provided by clause 11.1 Benefitz shall not be liable for:
11.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods by Benefitz 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 Benefitz to the Customer; and
11.2.2 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.

12. WARRANTY

12.1 Manufacturer's Warranties may apply.

13. COPYRIGHT AND INTELLECTUAL PROPERTY

13.1 Benefitz, owns and has copyright in all goods designed and produced by Benefitz, drawings, specifications, models, photographs, documents and software produced by Benefitz in connection with the Goods provided pursuant to this contract and the client may use the Goods only if paid for in full and for the purpose for which they were intended and supplied by Benefitz.

14. CONSUMER GUARANTEES ACT

14.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from Benefitz for the purposes of a business in terms of section 2 and 43 of that Act.

15. GENREAL LIEN

15.1 The Customer agrees that Benefitz may exercise a general lien against any goods and services or property belonging to the Customer that is in the possession of Benefitz for all sums outstanding under this contract and any other contract to which the Customer and Benefitz are parties.
15.2 If the lien is not satisfied within 7 days of the due date Benefitz may, having given notice of the lien at its option either:
15.2.1 Remove such goods and services and store them in such a place and in such a manner as Benefitz shall think fit and proper and at the risk and expense of the Customer; or
15.2.2 Sell such goods and services or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and the costs of sale with out being liable to any person for damage caused.

16. COMPUTER TO PLATE (CTP PLATES)

16.1 Where CTP Plates are used to print items please note the following:-
Due to the life of CTP plates they are only kept for up to six weeks after the time of printing. For straight reprints ordered after this period a charge of 50% of the original plate price will apply as the plates will need to be remade.

17. MISCELLANEOUS

17.1 Benefitz shall not be liable for delay or failure to perform its obligations. Benefitz shall not be liable for any errors, quality defects, faults or ommissions in customer supplied materials.
17.2 Failure by Benefitz 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 Benefitz has under this contract.
17.3 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.