ARTOFFLORAL TERMS AND CONDITIONS OF HIRE
These terms and conditions (T&Cs) apply where you the Client have agreed that ARTOFFLORAL will hire, install and maintain the Displays for the period specified below (“Service Agreement”), the hire, installation and maintenance of Displays for certain periods (“Hire”) or that the Client will purchase the Displays from ARTOFFLORAL (“Sales”) each as itemised and in accordance with the terms set out below.
- Service Agreement: The Client accepts the Services and Displays for the agreed period commencing from the date of this agreement unless otherwise agreed. This agreement will automatically be extended for the agreed initial hire period, if not terminated or varied, and will operate until such time as it is terminated by either party. Notice of termination periods shall be as per PRICING SCHEDULE.
- Hire: The client accepts the Displays and the Services for the period agreed in accordance with these T&Cs. There is no minimum term of hire, although price concessions are offered for longer hire periods which are pre-paid. Early termination of a pre-paid period will not be refunded. Standard Prices are set out on our website https://artoffloral.com/pricing and are subject to change. As pricing may vary by customer due to specials, coupons or volume discounts, prices will be outlined to customers by invoice.
- Sales: The Client may, as well as hiring, purchase the displays and any related items in accordance with these terms and conditions for the agreed price and in the condition as inspected by the Client. Risks in the items purchased pass to the Client upon delivery and title to the items passes to the Client upon full payment.
- Payments: The Client agrees to pay the hire and other fees specified in this agreement. All fees under this agreement are payable in advance for the term of the hire on the date of invoice. Installation and removal fees are included in the price on all display hire arrangements. Payment for any Sales is COD. Fees payable under this agreement exclude any amount in respect of GST which is payable in addition to the Fees upon ARTOFFLORAL providing a tax invoice. The invoiced amount must be paid in full without deduction or set-off. There shall be no refunds applied for any unused term of the hire agreement in the vent of early termination for whatever reason. There shall be a 7-day risk free trial which will be treated as credit on the first invoice. ARTOFFLORAL may apply coupons & discounts at its discretion. Methods of Payment of invoices shall be by Credit Card or Direct Debit and Automatic Payment. There shall be an additional 2.5% applied to invoices for Credit card payments. If the Client is in default with payments for a period of two (2) months, ARTOFFLORAL shall be entitled to remove the hired arrangements without notice. The balance of the amount for the hired term shall then become immediately due and payable if not already paid.
- ARTOFFLORAL means ARTOFFLORAL LIMITED NZ Limited Company number: 6791034.
- Client means the person, company or entity hiring the arrangements.
- Display(s) means the items including artificial flower arrangements and containers and services agreed to be sold, hired and maintained by ARTOFFLORAL as described in this agreement or as substituted in accordance with this agreement.
- Initial installation means the date that the Client’s specified site has received delivery and installation of the Display.
- Services means where ARTOFFLORAL has agreed to maintain the Displays. ARTOFFLORAL will undertake a range of essential tasks in relation to the Displays, including keeping all Displays cleaned and generally spruced up leaving the surrounding area clean and tidy.
- GST means the goods and services tax or similar tax imposed by the Government.
- PRICING SHEDULE means the details of pricing offered by
- Acceptance: The Client’s acceptance of these T&Cs may be confirmed by signing this document, confirming its acceptance by email or allowing ARTOFFLORAL to perform the Services.
- Ownership: The Client acknowledges that all Displays or other items installed by ARTOFFLORAL pursuant to an agreement for artificial flower arrangement hire remain the sole property of ARTOFFLORAL. ARTOFFLORAL may replace any Display at any time provided the replacement is of equivalent or better standard.
- Commencement of Service: Where ARTOFFLORAL is engaged to Service Displays, ARTOFFLORAL will commence Service within twenty (20) working days (Mon-Fri 7am to 5pm except public holidays) of initial installation or such other date agreed in writing with the Client.
- Pricing Policy: No more than once annually, ARTOFFLORAL may review the fee it levies under the Hire & Service Agreement and may increase that fee by written notice to the Client.
Responsibility of ARTOFFLORAL
ARTOFFLORAL agrees it will:
- In the case of Sales, sell the Displays to the Client free of any claims by third parties;
- In all other cases, supply, install and Service the Displays in accordance with this agreement;
- Require its employees/ contractors to comply with any reasonable security or safety direction given to them while present at the Client‘s site; and in the case of Services agreements, provide regular Services between business hours of 7am and 5pm Monday to Friday (unless otherwise agreed) sufficient to ensure the visual splendour of the displays is maintained at all times. Service outside these hours will incur additional charges.
- Displays will be swapped out at each renewal period, giving the Displays a new look.
Responsibility of the Client
The Client agrees to:
- Promptly notify ARTOFFLORAL:
- If access is unavailable for ARTOFFLORAL staff (other than on weekends and public holidays) or if the Displays are damaged or deteriorate between Service calls;
- Of any hazards at the Client’s site that may present a risk to any personnel. The Client agrees to eliminate or minimise these risks; the Client wishes to relocate the Displays within the Client’s site. Any relocation of Displays will incur additional cost to be agreed;
- At least two (2) weeks in advance, if the site location of the Displays will be inaccessible to ARTOFFLORAL for more than one (1) week or the Displays are to be relocated from their location at the site; and
- If the Client requires ARTOFFLORAL to move or relocate the Displays for a temporary period. The Client acknowledges there will be a charge for removal, storage and re-installation above and beyond the regular fee.
- Inform its own staff not to use as an ashtray, pour any liquids of any type into, or relocate or modify any Display;
- Arrange insurance against theft, destruction or damage to any Displays having the insurer note the legal ownership interest of ARTOFFLORAL. The Client acknowledges it is responsible to compensate ARTOFFLORAL for the cost of any loss or damage to the Displays where such loss or damage is beyond the control of ARTOFFLORAL;
- Provide ARTOFFLORAL’ staff with sufficient access to hot and cold water for use in the cleaning and maintenance of the Displays;
- Pay the cost of hiring and use of any specialist equipment required by ARTOFFLORAL to carry out Services or relocate or remove the Displays;
- Not sell, lease or part with possession or otherwise encumber any property of ARTOFFLORAL; and
- Upon termination of this agreement, provide ARTOFFLORAL with access to the site to remove all property belonging to ARTOFFLORAL as soon as practicable. The Client acknowledge that additional fees will be payable to ARTOFFLORAL if multiple visits are required to recover its property.
- Delivery & Delays:
- If the Client (for any reason) is unable to take delivery of the Displays under a Service Agreement for rental and maintenance within seven (7) days of the date of this agreement, or such other date as may be agreed upon, then the Client must reimburse ARTOFFLORAL any extra costs including storage and transport incurred by ARTOFFLORAL as a result of that delay. If the Client’s office is closed inside normal business hours provided by the Customer, further delivery will be attempted within 5 working days otherwise the next delivery will fall onto the next renewal date
- Non-delivery periods shall include Weekends, Public Holidays, the period 17 Dec – 10 January
All deliveries scheduled during a non-delivery period will be delivered after the non-delivery period finishes. From time-to-time ARTOFFLORAL will re-optimize delivery routes in which case delivery can be up-to 5 working days late without penalty.
- The Client shall ensure that any delivery or collection may be conducted safely in terms of access to and egress from the premises. Although deliveries will be conducted in the most careful manner possible, ARTOFFLORAL and its servants or agents shall not be responsible for any damages caused to the Client’s premises during delivery or collection.
- Client shall forthwith notify ARTOFFLORAL in relation to any change of address or other material circumstances which might frustrate the terms of this agreement or otherwise affect the ability for services to be carried out by ATOFFLORAL.
- Reduction: At any time after the initial minimum term the Client may reduce the number of hired Displays by giving no less than three (3) calendar months written notice to ARTOFFLORAL. The reduction in Display numbers will be reflected in the monthly invoicing following the date on which the reduction occurs. If the Client has given notice of termination, the number of Displays cannot be reduced prior to the end of the agreement. Where ARTOFFLORAL agrees (at its discretion) to accept a reduction or cancellation of any part of the Services, any variation in fees must take accounts of the full costs of providing the Services and Displays including all materials, equipment, service support and administration costs and any variation in fees will not be on a pro rata basis.
- Removal Fee on Default: Upon termination of this agreement due to a default by Client, ARTOFFLORAL may charge a removal fee up to 10% of the term of the hire fees payable by the Client under this agreement to cover costs of removal.
- Subcontracting: ARTOFFLORAL may engage subcontractors to perform the Services for the Client.
- Termination: ARTOFFLORAL may suspend or terminate a Service Agreement or Hire on immediate notice to the Client if:
- the Client is in breach of a material obligation and does not remedy that breach within two (2) business days of notice from ARTOFFLORAL;
- the Client breaches any other provisions and fails to remedy (if capable of remedy) within ten (10) business days of notice from ARTOFFLORAL; or
- the Client becomes insolvent or deemed insolvent, bankrupt, ceases or threatens to cease to carry on business, a receiver, manager, administrator, liquidator or similar officer is appointed to any of its assets or steps are commenced seeking such an appointment or if any event having a similar effect occurs in relation to the Client.
For the purpose of this clause 15, it is agreed that any non-payment, failure to allow access to the Displays and removal of Displays without approval from ARTOFFLORAL are material breaches of this agreement.
- Removal of Hired Displays: On termination of this agreement, howsoever that arises, ARTOFFLORAL may remove all of its property in the Client’s possession or control, and for that purpose may enter the premises and remove the property. ARTOFFLORAL shall use all reasonable care in removing its property but shall not be responsible for restoring that part of the premises to the original state. If ARTOFFLORAL is unable to remove its property, the Client shall be liable for the replacement value of the property that has not been recovered.
- Debt Collection Expenses/Collection of Displays: The Client indemnifies ARTOFFLORAL for all expenses incurred in relation to the recovery of debts owing by the Client and this obligation shall survive termination of this agreement.
Where the Client is provided with credit, the Client authorizes ARTOFFLORAL to: (a) obtain credit reports in respect of the Client and its related entities from credit reporting agencies and other bodies permitted by law; (b) seek and or/disclose information about the Client and its related entities (including information about their credit worthiness, credit history, standing or capacity) that credit providers or other parties are permitted to supply, obtain or receive under applicable privacy legislation; (c) disclose information about the application for credit under this agreement and (if that application is successful), about the Client’s credit account to a credit reporting agency or other permitted body in order to obtain information or credit reports; (d) disclose information including identity particulars, the fact the Client had applied for credit and details of payments that are more than sixty (60) days overdue to credit reporting agencies, other credit providers or other permitted bodies; and (e) disclose information about the Client and its related entities to any person considering acting as a guarantor of the Client.
- Entire Agreement: Except for variations agreed in writing, these T&Cs supersedes and replaces all previous agreements between the parties in relation to displays and services and contains the entire agreement between them as to its subject matter. To the extent permitted by law, ARTOFFLORAL expressly excludes all warranties, guarantees, representations and conditions except as may be made by it in writing to the Client.
- Liability: To the extent permitted by law:
- ARTOFFLORAL will not be liable for any loss of profits or revenue, loss of business, wasted expenditure or any form of indirect or consequential loss arising out of or in connection with this agreement, the supply of the Services, the Displays or the sale of any goods.
- Where a claim relates to a guarantee or warranty under consumer laws, ARTOFFLORAL’ total aggregate liability to the Client under or in relation to this agreement (including in contract, negligence, tort or any common law or statutory right) is limited at ARTOFFLORAL’ option to:
(i) In relation to claims relating to services, the resupply of the Services or the costs of resupply of the Service: or in relation to claims relating to goods, the resupply of the goods or the cost of resupply of the goods.
(ii) In all other circumstances, the liability of ARTOFFLORAL to the Client (including in contract, negligence, tort or any common law or statutory right) will not exceed the fees received by ARTOFFLORAL from the Client pursuant to this agreement.
- Liquidated Damages: Damages for damaged (outside general wear and tear) lost,stolen or unaccounted for displays during a hire period shall be the amount equal to the retail price of the display or the amount equal to 24 months rental whichever amount is the greater. The client agrees that the method of calculation of liquidated damages is fair and reasonable. The Client will accept a written verification of the retail price provided such price reflects industry standards.
- This agreement may only be amended in writing signed by both parties.
- A reference to ‘writing’ or ‘written’ includes electronic mail. If any provision of this agreement is illegal, invalid, or unenforceable, it may be severed without affecting the enforceability of the other provisions.
- Information ARTOFFLORAL has the express right and authority to responsibly use Client information for marketing purposes.
- Force Majeure
- For the purpose of this Contract “force majeure” means any circumstances not foreseeable at the date of this Contract and not within the reasonable control of the party in question including, without prejudice to the generality of the foregoing, strikes, lockouts, shortages of labour or raw materials, civil commotion, riot, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster.
- If and to the extent that either party is prevented or delayed by force majeure from performing any of its obligations under this Contract and promptly so notifies the other party, specifying the matters constituting force majeure together with such evidence in verification thereof as it can reasonably give and specifying the period for which it is estimated that the prevention or delay will continue, then provided the reasons for the force majeure are reasonable , both parties shall be relieved of liability to the other for failure to perform or for the delay in performing such obligations (as the case may be), but shall nevertheless use its best endeavours to resume full performance thereof.
- Intellectual Property
- The displays are deemed the intellectual property of ARTOFFLORAL.
- ARTOFFLORAL retains the exclusive intellectual property rights of and to the Displays.
- Without the written authorization of ARTOFFLORAL, the Client shall not use the Displays or have them used, reverse engineered or copied, manufactured or marketed directly or as components in any other products.
- Client agrees that in addition to any other rights under this agreement, ARTOFFLORAL has the right to seek an injunction restraining Client from any conduct which breaches this clause.
- Governing Law
- These conditions are governed in accordance with the laws of New Zealand and the following provisions shall apply:
- i) These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter (including any non-contractual disputes or claims) will be governed by the laws of New Zealand and in particular by the laws and rules governing alternate dispute resolution (ALDR).
- ii) Mediation followed by Arbitration. The parties shall endeavour to settle any dispute arising out of or relating to these terms of service, including with regard to its existence, validity or termination, by mediation. If not resolved by mediation, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arb-Med Rules of the New Zealand Dispute Resolution Centre. Which is located at Ground floor, 9 Anzac Street, Takapuna, 0622, New Zealand, Phone +64 9 486 7153 Free phone (0508) dispute.