QUOTATION TERMS AND CONDITIONS
1. GENERAL
1.1. FUJIFILM Business Innovation New Zealand Limited (FBNZ) and the customer will be bound by the terms and conditions set out below upon the customer accepting the quotation sent by FBNZ.
1.2. For the purposes of this agreement, ‘customer’ means the entity named in the quotation.
2. QUOTATIONS
2.1. The quotation is an interpretation of the customer’s instructions, both written and verbal.
2.2. Customers are advised to carefully check quotations and ensure it is fit for purpose before accepting them.
2.3. The price set out in the quotation is an estimate only and the final price in a purchase order may vary, reflecting any changes requested by the customer.
3. ACCEPTANCE
3.1. The quotation will lapse if not accepted within 30 days of delivery of the quotation.
4. GST
4.1. All quotations are exclusive of GST, unless noted otherwise on the quotation.
5. VARIATIONS
5.1. Any variation or alteration to the specifications of the quotation must be mutually agreed between the customer and FBNZ.
6. EXPERIMENTAL AND/OR CREATIVE WORK
6.1. Experimental work, preliminary sketches, dummies, samples, hard copy proofs and other creative work will be charged by FBNZ as outlined in the quotation.
7. COLOUR PROOFS
7.1. There is no guarantee that production prints will exactly match colour proofs because of variation in proof preparation methods and substrates. FBNZ will use its best endeavours to provide a commercially acceptable finished product.
8. PROOF APPROVAL
8.1. FBNZ will not be liable for errors in the finished work where a proof has been submitted to and approved by the customer.
9. CUSTOMER’S PROPERTY
9.1. FBNZ will take reasonable care of the customer’s property and return it to the customer in good condition.
9.2. Where FBNZ agrees to the storage of the customer’s property, FBNZ will not be responsible for insurance cover of the customer’s property, unless otherwise agreed in writing.
9.3. Unless otherwise mutually agreed in writing, FBNZ may dispose of any customer materials held twelve (12) months following the date of the invoice.
10. INTERMEDIATE MATERIAL
10.1. Intermediate Material is defined as the product which comes into existence during the preparation or processing of the customer’s order, but which is not the final product.
10.2. The customer must confirm at the time of requesting for a quote whether it wishes to retain the Intermediate Material.
10.3. Ownership of Intermediate Materials will pass to the customer once full payment has been made to FBNZ.
10.4. Charges for Intermediate Materials will be determined at the time of quoting.
11. ELECTRONIC IMAGES AND/OR FILES
11.1. It is the customer’s responsibility to retain a copy of any image or file supplied.
11.2. FBNZ is not responsible for accidental damage to any material supplied.
11.3. Any additional translating, editing or programming needed to utilise customer supplied files or images will be charged at FBNZ’s applicable rates.
12. QUANTITY
12.1. FBNZ shall make reasonable efforts to deliver the quantity specified in the quotation.
12.2. FBNZ will inform the Customer if it is unable to deliver the quantity specified in the quotation. FBNZ and the Customer will agree upon any change to pricing to reflect the final quantity delivered to the Customer.
13. DELIVERY
13.1. FBNZ will either deliver the final product physically or virtually, depending on Customer’s request.
13.2. FBNZ will endeavour to deliver the final product to the Customer by the delivery date specified by the Customer. Where FBNZ is unable to meet the delivery date, it will inform the Customer as soon as reasonably practicable and discuss and agree upon a revised delivery date with the Customer.
14. TERMINATION
14.1. FBNZ may terminate this Agreement with immediate effect if the Customer is in breach of any express terms of this Agreement, or becomes bankrupt, has a receiver appointed to any of its assets or has liquidation proceedings filed against it or resolution passed for its liquidators.
14.2. The Customer may terminate this Agreement for convenience by providing FBNZ a 30 days’ written notice (Termination Notice).
14.3. Upon termination of this Agreement under clause 14.1 or 14.2, the Customer will pay the total of the following amounts:
14.3.1. all invoices due and outstanding at the time of termination, including any work requested by the Customer that is completed during the Termination Notice period; and
14.3.2. any charges incurred by FBNZ for completing the work requested by the Customer prior to the Termination Notice that has not been finalised by the end of Termination Notice period.
14.4. Where there is unfinished work that cannot be completed by end of the Termination Notice period, FBNZ and the Customer may mutually agree to extend the Termination Notice period to allow the unfinished work to be completed in accordance with this Agreement. For the avoidance of doubt, this Agreement will continue in full force and effect during any extension to the Termination Notice period.
15. CUSTOMER COMPLAINTS
15.1. If the customer has reasonable cause to become dissatisfied with the finished goods, the customer must immediately, or within 30 days of becoming aware of the issue, raise a written complaint with the FBNZ’s representative that delivers the quotation to the customer.
15.2. FBNZ will take all reasonable steps to investigate and respond to the complaint within 15 days of receipt of the written complaint.
15.3. If both parties fail to reach a resolution under this clause 15, the parties agree to follow the dispute resolution process as set out in clause 16 below.
16. DISPUTE RESOLUTION
16.1. If the parties fail to resolve a dispute under clause 15 above, the parties agree to refer the dispute to mediation under the Mediation Rules of the New Zealand Dispute Resolution Centre by signing the Mediation Agreement.
16.2. The mediation shall be conducted by a mediator and at a fee agreed by the parties. If the parties fail to select a mediator through an agreement, the mediator shall be selected by the Chair of Resolution Institute.
16.3. If the dispute is not resolved within seven (7) working days of mediation, the parties are to refer the dispute to arbitration for it to be settled under the Arbitration Act 1996 and its amendments, and the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ) Arbitration Rules.
16.4. Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of Resolution Institute.
16.5. Each party must continue to perform its obligations under this agreement as far as possible as if no dispute has arisen pending the final resolution of the dispute.
17. ILLEGAL OR LIBELLOUS MATERIAL
17.1. FBNZ will not be required to reproduce any material supplied by the customer that FBNZ reasonably believes is illegal or libellous in nature.
17.2. The customer confirms it has obtained all necessary consents for FBNZ to use the material supplied by the customer to the extent necessary for FBNZ to conduct the work under the quotation.
17.3. The customer agrees it will indemnify FBNZ of any and all claims, costs, and/or expenses arising out of any libel or breach of statute or infringement of copyright, patent or design.
18. FBNZ’S LIABILITY
18.1. The customer confirms that it is acquiring products and services under the quotation solely for business purposes. Accordingly, the provisions of the Consumer Guarantees Act 1993 shall not apply to the products and services set out in the quotation.
18.2. FBNZ will not be liable for any indirect or consequential loss to the customer arising from third party claims occasioned by errors in the work or by delay in delivery.
18.3. The customer agrees that it is responsible for ensuring the work requested under the quotation is fit for purpose. FBNZ shall not be held responsible for any work that the customer deems is not fit for purpose.
18.4. FBNZ shall not be held responsible for any delay, default, or consequential loss or damage due to any industrial disputes, accidents, natural disasters, acts of terrorism, equipment failure or mischievous damage or other cause beyond FBNZ’s control.
19. PRIVACY
19.1. If any personal information (as that term is defined in the Privacy Act 2020) regarding the customer is disclosed to FBNZ under or in relation to this Agreement, the use, disclosure and security of, and the customer’s access to, that information, will be set out in FBNZ’s privacy policy (as available on FBNZ’s website).
20. SUBCONTRACTING
20.1. The Customer understands and agrees that FBNZ may subcontract some or all work under this Agreement at any time, without prior consent from the Customer.
20.2. FBNZ will ensure its subcontractors comply with all terms contained in this Agreement.
21. PAYMENT
21.1. All payments are due in full on or before the 20th of the month following delivery of the work, unless otherwise agreed in writing.
22. OVERDUE ACCOUNTS
22.1. Without prejudice to FBNZ’s other rights and remedies, FBNZ may charge the customer interest on any charges that remain unpaid at the due date, calculated at a flat fee of twenty-five dollars or at the rate of 5.0% interest, whichever is the greater, per calendar month or part month, until the date payment is received by FBNZ.
23. TITLE AND RISK
23.1. Title in the finished work shall pass to the Customer on the date the customer makes full payment set out in the quotation.
23.2. Risk in the finished work shall pass to the Customer upon delivery.
24. GOVERNING LAW
24.1. This agreement will be governed by the laws of New Zealand. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New Zealand.