1. Introduction

1.1 These Terms and Conditions of Sale apply to all Goods and Services from time to time provided by 2BOTS to the purchaser of those goods ("the Buyer").

1.2 In the event that other terms and conditions are imported into any contractual documentation between 2BOTS and the Buyer then, unless specifically authorised in writing by a director of 2BOTS, these Terms and Conditions of Sale shall prevail.

2. Ordering

2.1 Buyers are strongly recommended to place orders in person, online or email. Orders should clearly state the Buyer's particular requirements. 2Bots Apparel & Signage will not be responsible for errors or omissions due to oversight or to misinterpretation of the Buyer's verbal instructions.

2.2 Quotations are only for work according to original specifications. If through the Buyer's error, or omission, work has to be redone or alterations or additions to specifications are required, then 2BOTS Apparel & Signage may make an additional charge. In the event that an order is cancelled or suspended by the Buyer, then 2BOTS may immediately require the Buyer to pay for work done to the date of cancellation or suspension.

2.3 A quotation, unless previously withdrawn, is valid only for 30 days from the date it is given, unless otherwise specifically stated in the quotation form. Following this a new quotation will be required for any goods or services ordered.

2.4 2BOTS reserves the right not to undertake any work which in its opinion is or may be unlawful, offensive, or otherwise inappropriate.

2.5 Every endeavour will be made to supply the correct quantity ordered, but quotations are conditional upon a margin of 20% being allowed for overs or unders, these to be charged or deducted on a pro rata basis. Should 2BOTS be required to match any shade or colour, then a tolerance will be allowed to such  extent as shall reasonably achieve a match.

2.6 Where expedited delivery is requested by the Buyer, then an extra charge may be added to the quoted price.

3. Prices

3.1 The prices of goods or services supplied are as shown on 2BOTS website or quotation, acceptance order, invoice, or other document. 2BOTS reserves the right to charge for delivery, in addition to the amount shown in the quotation, acceptance of order, or other document. In addition installation, vinyl and paint removal charges, which may in the first instance be an estimate based on information supplied at the time of quotation, may be adjusted to reflect the full cost incurred once these aspects have been completed.

3.2 Permit fees, drawing and engineer's calculations, and other additional charges necessarily incurred to fill an order, are in addition to the quoted price. Quotations do not include the cost of primary wiring. If primary wiring is required, then a separate quote will be given for that part of the work.

3.3 Because of the need to have a sign dimensionally balanced 2BOTS Apparel & Signage reserves the right to make minor alterations to the size of the sign. Also where materials are not available for any reason 2BOTS Apparel & Signage reserves the right to substitute materials of a similar specification.

3.4 Experimental work, preliminary sketches and designs and origination costs produced at the Buyer's request will constitute an order, which will be charged for, even if the job does not proceed further. Sketches and prototypes submitted on a speculative basis shall remain the property of 2BOTS and no use of them shall be made, nor shall any idea obtained from them be used by the Buyer. Upon the Buyer making appropriate payment to 2BOTS Apparel & Signage property in these items shall pass to the Buyer. Charges made to the Buyer other mediums containing such works. These shall at all-time remain the property of 2BOTS, unless otherwise specifically agreed in writing.

3.5 Goods and Services Tax and any other tax duty or impost necessarily incurred (other than 2BOTS Apparel & Signage ' own income tax) in the course of completing the work, shall be payable by the Buyer in addition to the quoted price, payable upon demand.

3.6 Quoted prices are based on the cost of materials, labour, and services as at the date of the quotation. Should there be any increase in these costs, as are necessarily incurred by 2BOTS Apparel & Signage in completing the order, then such increases may, at 2BOTS Apparel & Signage sole discretion, be added to the quoted price, payable at the same time, and in the same manner as the balance of the quoted price.

4. Payment Terms

4.1 Full payment, 50% deposit and balance immediately on completion or unless a trading account has been approved by the 2BOTS.  In this case, account is payable by the 20th day of the month following the date of the invoice. If the account is not paid within 30 days after the due date, 2BOTS debt recovery agency will charge additional collection costs.

4.2 The Buyer agrees that the terms of trade are strictly settlement on or before the 20th of the month of delivery.

4.3 Progress payments may be required where work is completed over an extended period of time. After work has been in hand for one month or more, a progress payment of up to 75% of the value of the work completed may be requested. Further progress payments calculated on the same basis may be required to be paid on a monthly basis, until completion of the work.

4.4 2BOTS Apparel & Signage may allocate any payment received from the Buyer against any debt owed by the Buyer, in any manner that 2BOTS may decide, notwithstanding any purported allegation by the Buyer.

5. Default & Consequences of Default

5.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 5% per calendar month (and at 2BOTS Apparel & Signage’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

5.2 In the event that the Buyer’s payment is dishonoured for any reason the Buyer shall be liable for any dishonour fees incurred by 2BOTS Apparel & Signage.

5.3 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify 2BOTS from and against all costs and disbursements incurred by 2BOTS in pursuing the debt  including legal costs on a solicitor and own client basis and 2BOTS collection agency costs.

5.4 Without prejudice to any other remedies 2BOTS may have, if at any time the Buyer is in breach of any obligation (including those relating to payment) 2BOTS may suspend or terminate the supply of goods to the Buyer and any of its other obligations under the terms and conditions. 2BOTS will not be liable to the Buyer for any loss or damage the Buyer suffers because 2BOTS has exercised its rights under this clause.

5.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or 10% of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for  administration fees which sum shall be payable each month that the debt remains overdue and become immediately due and payable.

5.6 Without prejudice to 2BOTS other remedies at law 2BOTS shall be entitled  to cancel all or any part of any order of the Buyer which remains unfulfilled and all amounts owing to 2BOTS shall, whether or not due for payment, become immediately payable in the event that:

1. a) Any money payable to 2BOTS becomes overdue, or in 2BOTS opinion the Buyer will be unable to meet its payments as they fall due;
2. b) The Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
3. c) A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer.

 

6. Specifications, Delivery and Installation

6.1 2BOTS will use every reasonable endeavour to deliver every order within the time specified (if any) by the Buyer, but 2BOTS will not be liable for any loss or damage sustained, as a consequence of inability to do so, or any delay.

6.2 On delivery of goods the Buyer must immediately inspect them to satisfy itself that they meet the order, and are in good condition. If at such time the Buyer is not satisfied, then it must immediately notify 2BOTS Apparel & Signage in writing. Unless notification is made within 5 working days of delivery, then irrespective of the nature or extent of the alleged defect or deficiency, 2BOTS Apparel & Signage will not be liable in any way in respect of it.

6.3 Unless specifically stated in the body of a quotation, no retentions will be recognised, nor will any other special conditions of contract affect the quotation unless stated.

6.4 If 2BOTS Apparel & Signage do not receive forwarding instructions sufficient to enable delivery within 14 days after notification that the goods are ready for dispatch, the Buyer will as from the 15th day be deemed to have taken delivery of goods, and payment will become due as if delivery had then occurred. In such circumstances 2BOTS will only be obliged to store such goods for so long as it is considered reasonably practicable,    having regard to available storage space. During such time goods will be stored solely at the Buyer’s risk, and any costs of storage will be chargeable to the Buyer, in addition to the quoted price.

7. Risk

7.1 Risk in goods will pass to the Buyer immediately upon delivery. 2BOTS will not be responsible for loss or damage to goods in transit, and the Buyer is required to insure goods against loss or other risks immediately following dispatch.

7.2 Where the Buyer supplies plans, specifications, plant, goods or materials of any kind these shall be held by 2BOTS at the Buyer’s risk. Whilst all care will be taken by 2BOTS, no responsibility is accepted for any damage to materials during such time, and 2BOTS reserves the right to dispose of materials if they are not collected by the Buyer within one calendar month after the work is completed.

8. Title

8.1 2BOTS and Buyer agree that ownership of goods supplied shall not pass until the Buyer has paid 2BOTS all amounts owing for the particular goods and 2BOTS other rights and remedies in respect of this security interest are as specified in Clause 11.10 herein.

8.2 Receipt by 2BOTS of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then ownership or rights in respect of the goods shall continue.

8.3 It is further agreed that:

1. a) Where practicable the goods shall be kept separate and identifiable until 2BOTS shall have received payment and all other obligations of the Buyer are met; and
2. b) Until such time as ownership of the goods shall pass from 2BOTS to the Buyer 2BOTS give notice in writing to the Buyer to return the goods or any of them to 2BOTS Apparel & Signage. Upon such notice being given the rights of the Buyer to obtain ownership or any other interest in the goods shall cease; and
3. c) the Buyer is only a bailee of the goods and until such time as 2BOTS has received payment in full for the goods then the Buyer shall hold any proceeds from the sale or disposal of the goods, up to and including the amount the Buyer owes to 2BOTS for the goods, on trust for 2BOTS; and
4. d) until such time that ownership in the goods passes to the Buyer, if the goods are converted into other products, the parties agree that 2BOTS will be the owner of the end products; and
5. e) Where any amount owed between the Buyer and 2BOTS is overdue, then 2BOTS may enter any premises at which it believes its goods are located, to seize those goods, and to dispose of them as 2BOTS thinks fit, to apply such proceeds towards the amount then outstanding to 2BOTS. The Buyer hereby irrevocably authorises 2BOTS, and any of its agents or servants, to enter such premises, to locate, inspect, and/or seize such goods.

 

9. Warranty / Indemnity / Returns

9.1 Whilst all care and attention is undertaken by 2Bots to deliver and/or install goods of the highest quality, and to ensure that all components (including vinyl, inks, media, paints and other materials) are purchased from reputable manufacturers, 2Bots does not guarantee the manufacture of such items. Where any defect or alleged defect is beyond the ability of 2Bots to control quality, 2BOTS has no liability. Any defects due to faulty workmanship must be notified within 7 days after delivery. Any such defects will, at the discretion of 2Bots, be repaired or replaced free of charge.

9.2 Other than as provided in Sub clause 9.1 hereof all warranties, representations or promises howsoever made, whether express, or implied by law are excluded and negated. In particular, where the Buyer acquires or holds itself out as acquiring, the goods for the purposes of a business the Consumer Guarantees Act 1993 will not apply.

9.3 Notwithstanding any other provision herein the total liabilities of 2Bots will at all times be limited to replacing goods or materials or workmanship which is defective to the value received by 2BOTS under the relevant contract. No claim for consequential losses or damages of any kind will apply.

9.4 The Buyer will indemnify and hold harmless 2Bots against any losses, liabilities, costs or actions suffered or incurred as a consequence of any third party claiming that work undertaken by 2BOTS is offensive or illegal, in breach of any intellectual property right, or other right which such third party may have.

9.5 Unless otherwise agreed in writing, when 2BOTS or any employees/contractors are requested to install signage, adhesive prints and other types, over existing surfaces, substrates, paint finishes etc. it cannot be held responsible for any damage done to that surface on removal. While every care is taken, there can be an unknown element to what will happen on removal due to the integrity and variance in quality of the surface.

9.6 We intend to meet all our obligations under the Consumer Guarantee Act.

10. Termination

10.1 If the Buyer is at any time in default of any of its obligations, covenants or agreements under these Terms and Conditions of Sale, then 2Bots Apparel & Signage may, by notice in writing to the Buyer, terminate any contract.

10.2 In such event the Buyer shall be liable to pay for the cost of any work (including preliminary work) undertaken at that time. Such cost shall be payable as a debt due immediately upon demand.

11. General

11.1 Applicable Law/Unenforceability

11.1.1 The law applying to any contract arising between 2BOTS and the Buyer shall be the law of New Zealand.

11.1.2 In the event that any provision contained in these Terms and Conditions, or in any other collateral agreement or document between 2BOTS and the Buyer is deemed illegal or unenforceable, then such provision shall be deemed to be excluded therefrom, but only to the extent required to remedy the illegality or unenforceability, and these terms and conditions, and such collateral document shall in all other respects apply in accordance with their stated terms.

11.2 Assignment

11.2.1 2Bots is entitled at any time to assign to any other party all or any part of a debt which is owing to 2Bots.

11.2.2 2Bots may also assign or sub-contract any part of the work which is to be performed under any contract.

11.2.3 In respect of such assignment (in either case) the assignee shall be entitled to the full rights of 2Bots previously applying.

11.3 Set-Off

11.3.1 2BOTS (or any such assignee) shall be entitled to set off against any monies which may be or may be alleged to be owing to the Buyer, the amount of any debt incurred or payable by the Buyer to 2BOTS, or to such assignee.

11.4 Waiver

11.4.1 All rights, powers and entitlements of 2Bots at law in respect of any contract shall remain in full force, notwithstanding any neglect, forbearance, delay, or waiver by 2Bots in enforcing them.

11.4.2 In the event that 2BOTS waives or is deemed to have waived any condition, then unless such waiver is in writing and signed by the director of 2BOTS, no such waiver shall be accepted. If accepted, such waiver shall apply only to the extent that it is specifically given, and shall not be deemed to affect any other dealing or matter between the Buyer and 2BOTS.

11.5 Authority to Sign

11.5.1 The person signing any quotation on behalf of the Buyer acknowledges that they have authority to bind the Buyer.

11.5.2 In the event that, due to alleged deficiency in such authority, the Buyer is not liable then the person signing will be personally liable for payment of the debt arising.

11.6 Intellectual Property Rights

11.6.1 Unless it is specifically agreed in writing to or paid for by the Buyer, 2BOTS retains all intellectual property rights, including copyright, patents, registered designs, or protection of confidential information in respect of any works undertaken by 2BOTS for the Buyer. We reserve the right to reproduce our design and promote our design on our website and social media channels.

11.6.2 The Buyer will at all times keep 2BOTS advised of any infringement or potential infringement by a third party of 2BOTS intellectual property rights. WE assume any artwork received from the customer that the B

11.6.3 The Buyer will also immediately advise 2BOTS of any alleged infringement by 2BOTS of a third party’s intellectual property rights. The Buyer will indemnify and hold harmless 2BOTS Apparel & Signage  against any losses, costs, actions or liabilities suffered or incurred as a consequence of such infringement or alleged infringement.

11.7 Right of Variation

11.7.1 2Bots Apparel & Signage reserves the right at any time to vary these Terms and Conditions of Sale, by notification to its customers.

11.8 Disputes

11.8.1 In the event of any dispute arising between 2Bots and the Buyer, such dispute shall in the first instance be referred to mediation for resolution.

11.8.2 In the event that resolution by such manner is not achieved to the satisfaction of both parties within 30 days of referral to mediation, then either party may take legal action to resolve the dispute.

11.8.3 Nothing in this clause prevents 2BOTS from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.

11.9 Privacy Act

11.9.1 In relation to the Privacy Act 2020 the Buyer acknowledges that:

1. a) Personal information collected or held by 2BOTS may be held, used or disclosed for any of the following purposes: administering (whether directly or indirectly) contracts or enforcing rights under contracts, marketing goods and services from time to time (including through 2BOTS National Office or any other 2BOTS Centres), ascertaining at any time the Buyer’s creditworthiness, and obtaining credit reports, character references or credit statements, enabling 2BOTS to notify any credit agency of any application for credit or default on any obligation of the Buyer to 2BOTS, and enabling 2BOTS to provide such personal information to any credit agency. Also enabling 2BOTS to communicate with the Buyer for any purpose.
2. b) Such personal information (where applicable) is collected by and will be held by 2BOTS Apparel & Signage whose address is specified in the quotation. The Buyer has the right under the Privacy Act to obtain access to, and request correction of, any personal information held by 2BOTS.
3. c) The Buyer authorises 2Bots at any time to obtain from any person or entity any information which 2Bots requires to process and/or accept any application for credit.
4. d) The Buyer authorises any person to release to 2BOTS for the purpose of establishing the Buyer’s creditworthiness any personal information that person holds concerning the Buyer.
5. e) If the Buyer fails to provide any information requested by 2BOTS in respect of any application for credit, such credit may not be provided.

11.10 Personal Property Securities Act (“PPSA”)

11.10.1  In respect of the security interest created by Clause 8.1 herein and upon assenting to these terms and conditions in writing the Buyer acknowledges and agrees that:

(a) These terms and conditions constitute a security agreement for the purposes of the PPSA; and

(b) A security interest is taken in all goods previously supplied by 2Bots to the Buyer (if any) and all goods that will be supplied in the future by 2Bots to the Buyer.

11.10.2 The Buyer undertakes to:

(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which 2Bots may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b) indemnify, and upon demand reimburse, 2Bots for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any goods charged thereby;

(c) Not register a financing change statement or a change demand without the prior written consent of 2BOTS and

(d) Immediately advise 2BOTS of any material change in its business practices of selling the goods which would result in a change in the nature of proceeds derived from such sales.

11.10.3 2BOTS and the Buyer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

11.10.4 The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

11.10.5 Unless otherwise agreed to in writing by 2BOTS, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

11.10.6 If 2BOTS at any time does not have priority over all secured parties in relation to any goods                   then, pursuant to Section 107(1) of the PPSA, for the purposes of dealing with those goods the Buyer and 2BOTS specifically contract out of Sections 108 and 109 of the PPSA, to the extent of  replacing the words “a secured party with priority over all other secured parties”, in each case, with “2BOTS”.

11.10.7 The Buyer shall unconditionally ratify any actions taken by 2BOTS under clauses 11.10.1 to 11.10.6.

11.11 Security & Charge

11.11.1 Despite anything to the contrary contained herein or any other rights which 2Bots may have howsoever:

(a) where the Buyer is the owner of land, realty or any other asset capable of being charged, the Buyer agrees to    mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to 2BOTS or 2BOTS nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Buyer acknowledges and agrees that 2BOTS or nominee shall be.