Terms & Conditions


1.1 The term "Company" refers to Edith Farms Limited as trustee of Edith Farms Trust. The provisions of this contract shall be given a large and liberal interpretation in favour of the Company.
1.2 The term "Customer" includes the Customer requesting the services of the Company and the Customer's, executors, administrators, successors and assigns.
1.3 The terms "Company" and "Customer" also refer to any person, firm, company or corporate entity associated with either party.
1.4 The term "services" refers to any services performed by the Company to the Customer at the Customer�s request including design work, the providing of quotes, reports and opinions.
1.5 The headings are used as a matter of convenience only and shall not affect the interpretation of-each clause.
1.6 Where the context so permits:
(a) Reference to the singular shall be deemed to include references to the plural also and vice versa; and
(b) References to any one gender shall be deemed to include references to the other gender.


Unless otherwise stated herein any quotation for the supply of services by the Company may be withdrawn at any time. If not withdrawn it remains open for acceptance for a maximum period of thirty days from the date of quotation and thereafter shall be deemed to be withdrawn.


3.1 All prices are to be "plus GST". The Customer shall pay goods and services tax at the applicable rate in addition to all sums specified.


4.1 Unless the Company has otherwise agreed in writing, the payment for any services provided is due and payable in cash before the Company provides any services to the Customer.
4.2 The Company shall not be obliged to commence any work for or provide any services to the Customer until payment has been received by the Company from the Customer.
4.3 The Customer shall not be entitled to withhold any payment or to make any deduction therefrom for any reason whatsoever.


The services are based on the information and specifications supplied by the Customer. Any additional costs arising out of any inaccuracy of such specifications shall be payable by the Customer. The Company does not warrant or guarantee the implementation of the services provided by the Company to the Customer.


6.1 Delivery of services shall be made mailing the services to the electronic mail address supplied by the Customer.
6.2 The services shall be deemed to be delivered when the Company sends them to the Customer.
6.3 The Company reserves the right to provide the services by installment and each installment shall be deemed to be a separate contract subject to the same conditions as the main contract.
6.4 Should the Company fail to deliver or make defective delivery of one or more installments this shall not entitle the Customer to repudiate the main contract.
6.5 If any time for delivery shall be stated in the quotation such time shall be approximate only and shall not be deemed to be the essence of the contract.
6.6 The Company shall not be liable for failure to deliver or for any delay in delivery occasioned by any cause beyond the Company's control.


The Customer shall be responsible for obtaining all necessary permits for the implementation of the services to be performed by the Company, or any other license or permit required by law to enable the Company or the Customer to provide and supply the services.


8.1 Save for those guarantees which may apply pursuant to the provisions of the Consumer Guarantees Act 1993, any and all other conditions, warranties, descriptions, representations, and agreements whether expressed or implied by law, trade custom or otherwise are hereby expressly excluded.
8.2 No agent or representative of the Company is authorised to make any representations, statements, conditions or agreements not expressly confirmed by the Company in writing and the Company is in no way bound by any such unauthorised statement nor shall any such statements be or be capable of being taken to form part of the contract with the Company or be collateral to this contract.


9.1 Any addition or variation to these terms and conditions of sale shall be in writing signed by both parties and if not so in writing any such additional variation shall at the Company's option be unenforceable against it.


10.1 Where the Customer acquires, or holds itself out as acquiring goods or services from the Company for the purposes of a business, the Consumer Guarantees Act 1993 shall have no application to any part of the contract whatsoever, and the following provisions shall apply in relation to the Company's liability under the contract.
10.2 Subject to the provisions of clause 12.1 hereof:
10.2.1 The liability of the Company whether in contract or in tort or otherwise for any loss or damage shall be limited shall be limited to the amount charged by the Company to the Customer for the provision of the services.
10.2.2 The Company shall not be liable for any consequential, indirect or special damage or loss of any kind.
10.3 No claim by the Customer either for damages or for repudiation of the contract or otherwise shall be effective or enforceable unless made in writing and received by the Company 3 months after the completion of any services. The Customer shall not be entitled to withhold any payment or to make any deduction therefrom for any reason whatsoever.
10.4 The Company shall not be liable for any loss or delay or non performance due directly or indirectly to circumstances beyond its control including but not limited to strikes, disputes with subcontractors and or employees, accidents, civil commotion, epidemics, floods, bad weather, delays in transportation, shortage of labour and/or materials, acts of God, demands or requirements of any government body or territorial authority or similar body. During any such time, the obligations of the Company shall be suspended.


11.1 All reports, correspondence, drawings, plans, computations, specifications and other similar information and materials prepared or made by the Company for any purpose in connection with this contract or any quotation shall remain the property of the Company and be confidential between the Company and the Customer and shall not be disclosed, copied or used without the Company's prior written consent. All copyright in respect to same belongs to the Company.
11.2 The Customer irrevocably authorises the Company to use and display, whether in print or digital format, as the Company deeds appropriate (in the sole judgment of the Company) any photos they have supplied to the Company and any design the Company has prepared on behalf of the Customer.


All the original rights, powers, exemptions and remedies of the Company shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof. The Company shall not be deemed to have waived any condition unless such waiver shall be in writing under the signature of a Director or authorised officer of the Company and any such waiver, unless the contrary shall be expressly stated, shall apply to operate only in the particular transaction or matter in respect of which it was given.


Every notice to be given under the terms of this contract shall be sufficiently given if delivered personally to the recipient of such notice at his last known office address or sent by registered post or by fax to the recipient at its last known address or registered office.


The Customer will ensure that the structure of the premises upon which any services are be performed by the Company are sound and will sustain any services required to be performed. The Customer will also ensure that the occupancy, hazard classification and any other specifications given to the Company by the Customer will be correct.
Whenever the Company performs services for the Customer, the Customer shall ensure that the property where the services are being performed and the work area is clear and safe. The Customer shall comply with all legislative provisions relating to health and safety and agrees to indemnify the Company for any loss or liability it incurs as a result of the Customer breaching its obligations herein.


Where the Company is required to perform services by the Company at the Customers premises, or some other premises specified by the Customer, the Customer shall provide at their sole cost sufficient safe storage for the property and materials of the Company and working space sufficient for the efficient performance of the required services. The Customer shall also provide at its own cost for the uninterrupted use of the Company, such light, electricity, telephone and other facilities as may reasonably be required by the Company to perform the required services.


16.1 Where the Customer comprises more than one person carrying on business in partnership, each and every individual partner is and shall be jointly and severally liable to the company in respect of all or any indebtedness or liability of the Customer arising out of the contract.
16.2 Where the Customer is a limited liability company or other corporation, each of the officers thereof shall, upon demand, and in writing, interpose and bind themselves as sureties and co-principal debtors with the Customer, jointly and severally, for the due and punctual payment of all monies and the performance of all obligations of the Customer arising out of the contract.


The Customer acknowledges that the above terms and conditions of sale and supply shall apply to all contracts and transactions between the Company and the Customer.


18.1 The Customer acknowledges that;
18.1.1 personal information collected or held by the Company (whether contained in this document or otherwise obtained) is provided and may be held, used and disclosed for the following purposes;
(i) administering, whether directly or indirectly the Company�s contracts and enforcing the Company�s rights thereunder;
(ii) marketing goods and services provided by the Company
(iii) ascertaining at any time the Customers creditworthiness and obtaining at any time credit reports, character references or credit statements.
(iv) enabling the Company to notify any credit agency of any application for credit or default on any obligation of the Customer to the Company and enabling the Company to provide such personal information to any credit agency so such credit agency can maintain effective records;
(v) enabling the Company to communicate with the Customer for any purpose.
Such personal information is collected by and will be held by the Company at its usual place of business.
18.2 The Customer authorises the Company to obtain at any time from any person or entity any information the Company may require to process and/or accept any application for credit the Customer may make to the Company or to perform or complete any of the other purposes for which the Customer has provided personal information to the Company. The Customer authorises any such person to release to the Company any personal information that that person holds concerning the Customer.
For the purposes of the preceding clauses the terms �the Company� includes any financier or discountor of the Company�s contract, or any related company of the Company. The term �related company� has the meaning given it by the Companies Act 1993 or replacement legislation.


Notwithstanding any other agreement as to the terms of payment, any moneys owed by the customer to the Company shall immediately become due and payable and the Company shall have the right to forthwith cancel any then current contract of supply for services with the Customer (without prejudice to any other of its rights) upon the occurrence of any of the following events;
the Customer ceases or threatens to cease to carry on business;
the Customer enters into any negotiations for any arrangement or composition with its creditors;
the Customer is unable to pay its debts (including contingent liabilities) as they fall due;
the Customer becomes bankrupt or commits an available act of bankruptcy or, if a company, proceedings are taken for liquidation of the Customer;
the Customer, being a company, goes into liquidation whether voluntary or compulsory or does anything or fails to do anything which would allow a receiver or manager to be appointed or a receiver or manager to take possession of any of the Customer�s assets or which would entitle any person to present an application for winding up or is wound up or dissolved or placed under statutory management or enters into a scheme of arrangement with its creditors or any class thereof;
any distress or execution is levied against the Customer or its property;
breach by the Customer of any other terms contained in these terms of trade.


20.1 All contracts and disputes between the Company and the Customer shall be governed by and must be construed in accordance with the laws of New Zealand.
20.2 Each party:
(a) irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New Zealand and all courts which have jurisdiction to hear appeals from those courts; and
(b) waives any right to object to proceedings being brought in those courts for any reason.