SCOPE AND APPLICATION

These terms together with our quotation, credit application form and privacy policy constitute a legal binding and enforceable contract between us and you. These terms will apply to the use of our website, as well as the order, purchase and delivery of our deliverables and services. By accessing and using our website, and agreeing to place an order for our services you will be deemed to have read, understood and accepted these terms.
 
We may from time to time amend, update, or change these terms, without prior notice. Each time you place an order with us, you will be deemed to have accepted and agreed to the most recent version of these terms then applicable.
 
DEFINITIONS
 
In these terms:           
 
additional cost means any additional cost which may not be shown or cannot be confirmed on our quotation at the time you place the order and is reasonably incurred in the course of providing our services. For example, cost of any special packing requested by you or deemed necessary by us, delivery cost incurred as a result of redirection, any change in price by any third parties that is outside of our reasonable control after the issue of our quotation including for example, any increase in travel expenses and/or any conversion of currency as applicable.
business day means any calendar day other than Saturday, Sunday, and any statutory holidays as defined in the Holidays Act 2003.
contract means these terms, the quotation and privacy Policy (as annexed hereto in the schedule).
credit application form means that credit application and terms of credit agreement you need to fill in when placing your order.
Contract Price means the total fees as calculated in the quotation and includes delivery costs and additional costs and any other amounts owing pursuant to the contract as the case may be.
deliverables means the products and/or plans to be supplied by us to you as specified under the scope of work in the quotation.
delivery cost means the cost (if any) in addition to the price of the services, as a result of
delivering and handling the deliverables to your designated address.
Event of Default means:
If you fail to pay the Contract Price in accordance with the contract or fails to pay any other money payable under the contract as and when due;

You breach clause 9 of these terms;

If we ascertain that you have provided misleading, false or inaccurate information which in our opinion has caused a material effect on our ability to provide the deliverables and services or your ability to pay the Contract Price; or

You suffer an Insolvency Event.

Force Majeure Event means an event beyond the reasonable control of us including but
not limited to strikes, industrial disputes, bad weather, issues with supply of materials or
labour, act of God, war, civil commotion, malicious damage, compliance with laws or
regulations breakdown of machinery, fire or default of our suppliers.          
GST means Goods and Services Tax payable in accordance with the Goods and Services Tax   
Act 1985.
Insolvency Event means if you, being a natural person or persons, commits any act of bankruptcy or, being a corporation passes a resolution for winding up or enters into any arrangement with creditors or a receiver and/or manager and/or an administrator is appointed to any property or assets of yours.
intellectual property includes (whether in visible, electronic or any other form) all  brands,
contracts, goodwill, logos, formulae, techniques, know-how, specifications, designs,
drawings, copyright, manufacturing processes, patents and trademarks (if any)  whether
registered or not, software (in source and object code), business strategies, confidential
business information including market and marketing strategies, business contracts and
intellectual property relating to our business, services and deliverables.
order means an offer made by you in response to an invitation to treat made by us for
mechanical engineering projects.
quotation means an estimate of our fee based on the information provided by you as set
out in clause 4.1.
services means the services provided in relation to the deliverables that are designed, or
certified by us to you, which primarily relate to mechanical engineering activities.
we, our and us means Inventive Designs Limited(Company No. 7689897);
website www.indmechanical.co.nz; and
you and your means our customer.
 
ORDER AND ACCEPTANCE
The services as listed in our website or other marketing materials are an invitation to treat and not an offer to sell or supply our services. When you place an order with us, you are making an offer to engage our services.
 
You and we may enter into a contract for the services and supply of our expertise by you making an offer through email to info@inventivedesigns.co.nz to engage at the price indicated in our quotation to you by:
 
you placing a request for service, tender, quotation through email. This process includes you giving us all necessary information required to prepare such document, or any other document relating to the project;
we provide a quotation to you based on the information you provide to us;
you placing an order to us by confirming the quotation in writing;
you providing us with a purchase order number (P/O); and
our acceptance of your offer. We will notify you after we have confirmed the order.

We may accept or reject any offer made by you for any reason that we deem appropriate at our sole and absolute discretion, including (but not limited to) an error in the quotation or description of the services, the services cannot be supplied within a reasonable amount of time, an error in your order or because your financial institution has declined payment.
 
If your offer is not accepted by us, we will notify you in accordance with the contact details you have provided and arrange for all electronic or physical material relating to the project be deleted, removed from our system and securely destroyed.
 
We will use reasonable endeavours to ensure that any representations made on our website or quotation and invoices about the services and prices are accurate. You acknowledge and agree that our prices may change.
 
PRICE
 
Our quotation will include the following:

deliverables mentioned in our scope of work;
modes of travel (for example, flights or driving);
travel expenses, including for example, cost of flight tickets, driving costs ($0.85+GST per kilometre for driving or as amended by Inland Revenue), accommodation and basic living expenses while away (the amounts will only be provided when they are able to be confirmed at the time the  quotation is issued).
 
For New Zealand domestic customers, the prices for our services are in New Zealand dollars and exclude GST. You shall pay GST and all other taxes and duties accessed or levied in connection with the supply of services (other than income tax) that may be payable by us in respect of the supply of services to you at the same time as payment for such services is due.
 
For international customers, the prices for our services are in New Zealand dollars and exclude GST, but the final amount may vary depending on any applicable foreign currency exchange rate that may apply at the time the invoice is issued by us. We reserve our right to charge any increase in price resulted from the fluctuation in the applicable foreign currency exchange rate between the gap in time the quotation and invoice are issued. You shall pay GST and all other taxes and duties accessed or levied in connection with the supply of services (other than income tax) that may be payable by us in respect of the supply of services to you at the same time as payment for such services is due.
 
By placing an order, you agree to pay the price of the services, any delivery cost, additional cost and variations that may apply.
 
We are not bound by any errors or omissions in any invoice, quotation, order form or any other document or statement issued by us.  Where applicable, we will advise you of any such error and you must accept such amended pricing and pay the difference to us. 
 
PAYMENT
 
All payments must be paid in full subject to clause 5.2 below.
 
Depending on the services required from us, we may choose to issue you monthly invoices for the total sum as indicated in our quotation.
 
We may at our discretion request an upfront deposit (for an amount as we deem appropriate in the circumstances) to be paid before we agree to provide the services.
 
You must pay for the services following the instructions on our electronic invoice we send to you.
 
The accepted forms of payment are internet banking.
 
We reserve the right to change the forms of payment at any time at our absolute and sole discretion.
 
If there is an issue with the payment at our end we will use reasonable endeavours to contact you and may offer other alternative means of processing payment.
 
You may not, in any circumstances, retain or set off any portion of the Contract Price which becomes due and payable to us.
 
Failure to make payment will result in an additional late payment fee of $100.00 or default interest on the amount outstanding at 15% per annum calculated daily, whichever is the greater amount.
 
We reserve the right to discontinue our services if payments are not made in accordance with clause 5.1 and we may engage a debt collection agency to retrieve any outstanding sum of money owed to us at your cost.
 
VARIATIONS
 
If any variation is deemed necessary in the course of providing our services,  both parties shall negotiate in good faith to agree on any variations and we reserve the right to alter the Contract Price accordingly if there is any increase in the cost of supplying our services due to the variation.
 
Any variation of the contract must be agreed in writing.
 
DELIVERY
 
Upon completion of the steps in clause 3.2 above, we will start working on your order with reasonable speed and endeavour to deliver the deliverables to you as stated in the scope of work in the quotation by our agreed deadline.
 
We do not guarantee the timeframe for delivery and you acknowledge that the delivery time is an estimate only which may vary from project-to-project and is dependent on our start date and whether we await additional information pertinent to our task.
 
You further acknowledge that no claim shall be made by you on account of late delivery that is outside of our reasonable control and late delivery so caused will not constitute a breach of the contract and will not entitle you to cancel the order.
 
Sending the deliverables to you as specified in your order, whether through email or to a physical designated address is deemed to be delivery to you.
 
The designated delivery address cannot be a PO Box or a freight forwarding destination.
 
If you require the deliverables to be delivered or re-directed to a different address to the one specified in your order, we may charge you a reasonable fee for doing so.
 
RISK AND TITLE
 
Title to and ownership of the deliverables shall remain with us until all Contract Price payable under the contract have been paid in full.
 
Risk in the deliverables, such as loss and damage shall pass to you on the date and time of delivery of the deliverables at the delivery address specified in your order.
 
YOUR OBLIGATIONS AND WARRANTIES
 
You warrant that:
All information provided by you when placing the order is complete and accurate;
You have authority to enter into the contract with us.
You are 18 years of age or over (if you are an individual).
You shall not assign all or any of your rights and obligations under the contract unless prior written consent has been obtained from us.
 
LIMITATION AND EXCLUSION OF LIABILITY
 
Nothing in these terms excludes, limits, restricts or is intended to derogate from any right or remedy which you may have pursuant to the Consumer Guarantees Act 1993 ("CGA") if you are a consumer as defined in the CGA who requests the services for personal use.
 
However, where you acquire the services from us for commercial purposes or acquired in trade, our liability under any statutory right or any condition or warranty, including any implied by the Contract and Commercial Law Act 2017, the Fair Trading Act 1986, the CGA or similar Act or regulations is, to the maximum extent permitted by law, excluded and you are entering into this contract replying on your own judgement as to the nature, quality and condition of the services supplied by us.
 
Notwithstanding any other provisions of this contract, we shall not be liable to you, under the law of contract, tort, equity or otherwise, including any breach of statutory duty or warranty, for any damages arising out of or in connection with this contract that are indirect (meaning not arising in the ordinary course as a direct or indirect, natural or probable consequence of the act or omission complained of), regardless of the cause of such damages or whether you had been advised of the possibility of such damage. For the avoidance of doubt, indirect loss includes loss of profits, loss of savings, loss of revenues, loss of opportunity or loss of data.
 
Notwithstanding any of the provisions of this contract, our liability shall be limited in the aggregate to the amount paid by you or $10,000.00 New Zealand dollars, whichever is the lower.
 
Other than expressly provided in this contract, we make no warranties or representations as to the state, quality or fitness of the services for any purpose.
 
INDEMNITY
 
You irrevocably indemnify us from and against all liabilities, expenses, losses, damages and costs (including legal costs on a full indemnity basis whether incurred by or awarded against a party) including those associated with any third party claim, and whether arising under contract, tort (including negligence) or otherwise shall us or our directors, principals, employees, contractors or agents sustains or incurs (directly or indirectly) arising out of or resulting from:
 
Any breach of these terms by you;
Any gross negligence, fraud, or wilful misconduct by you with respect to the use of services;
Any contravention of applicable laws or non-compliance with any registration, licence permit, authorisation or regulation by you relating to the use of services;
Any claim by any third party arising from or in connection with the use of services, which includes but not limited to any intellectual property infringement claims.
 
CANCELLATION
 
Any variation, waiver or cancellation of any order made by you shall be of no effect unless we have accepted in writing. We may, at our sole discretion, allow the cancellation of an order you have made. You acknowledge that if we agree to such cancellation, we may charge you for the costs incurred up to the date of cancellation.
 
We may cancel the contract by giving reasonable written notice to you if any Event of Default or Force Majeure Event occurs.
 
Cancellation shall not affect the accrued rights, remedies, obligations and liabilities of the parties as at cancellation and clauses which expressly or by implication survive cancellation shall continue.
 
INTELLECTUAL PROPERTY
 
Except as provided in clause 13.2 below, we own all intellectual property in our website and our deliverables. You may not copy, extract or display for redistribution to third parties, or for commercial purposes, any portion of our intellectual property, without our express permission. 
 
You own all intellectual property relating to the drawings we complete as a deliverable as stated in the scope of work in the quotation after  full payment is made or as otherwise agreed by us. You acknowledge that a copy of these is securely kept on our system for the purposes of future amendments and record keeping only.
 
For the avoidance of doubt, unless expressly consented by us in writing, all the components, models and parts that were used to depict the drawings for you are and shall remain our intellectual property.

DISPUTE RESOLUTION
 
If a dispute arises, the party who raises it shall, within 5 working days of the matter giving rise to the dispute, give written notice to the other party setting out the details of the dispute. The parties shall then within 15 days resolve the dispute in good faith.
 
If negotiations do not resolve the dispute, then either party may within 15 days refer the dispute to a mediator agreed between the parties or (if failure of agreement) appointed by the President of the New Zealand Law Association.
 
Each party shall bear their own costs of the mediation. If the dispute is not resolved through mediation then either party may exercise any legal rights which may be available to it.
 
Each party shall use its best endeavours to ensure that, where a dispute is reasonably foreseeable, it is dealt with at a sufficiently early stage to ensure that there is minimum effect on the ability of any party to perform its obligations under this contract.
 
GENERAL
 
These terms shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
 
Any reference to legislation is a reference to that legislation as amended, re-enacted or replaced and includes any subordinate legislation or statutory instrument issued pursuant to that legislation as it may have been amended, re-enacted or replaced.
 
Unless expressly provided herein, any amendments or modifications to this contract must be made in writing and agreed upon by both parties.
 
We may at any time sub-contract or assign all or any part of our rights and obligations under this contract to any third party.
 
Where we have rights and remedies at law or otherwise in addition to the rights set out in these terms, those rights and remedies will continue to apply.
 
Our failure to enforce any of the terms shall not be deemed to be a waiver of any of the rights or obligations we have under these terms.
 
If any of these terms or part thereof are held to be invalid, illegal, unenforceable or void for any reason or reasons, all of the remaining terms (or part thereof) shall remain in full force and effect.
 
This contract constitutes the entire agreement between you and us with respect to your engagement of the services, and replaces all prior understandings or agreements, written or oral, regarding the same.
Any notice given to a party in connection with the contract shall be in writing, addressed to that party at its registered office and shall be delivered personally, sent by post or email.