_{Terms and Conditions}

In these conditions unless the context otherwise requires:

•     These are the terms of trade of the New Zealand registered company, Masterpieces Limited also referred to as "us" or "we".

•     Buyer means the person, or company buying the goods from Masterpieces Ltd. also referred to as "you"

•     Products and/or services mean the products and/or services being purchased by the Buyer from us.

•     Contract means the contract between us and the Buyer for the purchase of the goods.

•     Date of the contract means where the contract arises from a quotation given by us, i) the date of acceptance of the order by us; or ii) Where the contract arises from a quotation given by us, the date upon written notification of acceptance of the quotation is received by us.

•     Contract price means the price of goods as agreed between you as the buyer and us.

•     Person includes a corporation, association, firm, company, partnership or individual. Quotation shall mean price on offer for a fixed term. Manager is the companies appointed decision maker.

•     PPSA means the Personal Property Securities Act 1999.

You may request a quotation from us setting out the price and quantity of the goods to be supplied. If the quotation is acceptable you may place an order within an acceptable timeframe.

If any instruction is received by us from you for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by you as the Buyer, the terms and conditions are definitive and binding.

These terms and conditions and any subsequent terms and conditions issued by Masterpieces Ltd shall apply to all orders for the goods and the services made by the Buyer after the date and time at which these conditions are first delivered or sent by email or facsimile to, or otherwise brought to the notice of, any employee, staff member or representative of yours. It shall be your responsibility to ensure that these conditions are promptly brought to the attention of your staff and accordingly any order made by yourself or your designated staff after the date and time described above in this clause shall be deemed to be an acceptance of these conditions.

5.1.The Price shall be as indicated on invoices provided by Masterpieces Ltd. to the Buyer in respect of products and/ or services supplied; or

5.2.The price shall be our price at the date of delivery of any goods.

5.3.Time for payment for the products and/or services shall be of the essence and will be stated on the invoice, quotation, tender documents, work authorisation form or any other work commencement forms. If no time is stated then payment shall be due on delivery of any goods.

5.4. The Buyer agrees that the cost price shall be determined by the Company, and shall take into consideration “one-off” costs such as design and production.

5.5.The Company reserves the right to implement a surcharge for alterations to specifications of products after the order has been placed.

6.1.The method of payment will be made by cash, or by cheque, or by direct credit using PayPal or by any other secure paymentmethod as agreed to between the Buyer and Masterpieces Ltd.

6.2.Subject to any provision to the contrary in the contract, payment (being cash unless otherwise arranged in advance and confirmed in writing by Ian McConnachie) shall be received on or before 10 days of the invoice date. After receipt the goods will be dispatched immediately if stock items and in the case of commissions within 30 days.

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

6.4.In the event that:

a.       any money payable to us becomes overdue, or in our opinion the buyer will be unable to meet its payments as they fall due; or

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

c.       a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then without prejudice to the Company’s other remedies at law

d.       Masterpieces shall be entitled to cancel all or any part of any order that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to us shall, whether or not due for payment, immediately become payable.

7.1.The Contract constitutes a security interest in the goods supplied by Masterpieces Litd. to the Buyer for the purposes of the PPSA as security for payment by the Buyer of all amounts due under the contract, including any future amounts.

7.2.To the extent that Part 9 of the PPSA applies, the Buyer agrees that the provisions of sections 114(1)(a), 120, 122, 133 and 134 of the PPSA which are for the Buyer’s benefit, or place any obligations on the Company in the Buyer’s favour, will not apply; and where the Company has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

7.3.To the extent that Part 9 of the PPSA applies, without limiting anything in the previous paragraph, the Buyer hereby waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA, and its rights to receive a copy of a verification statement under section 148 of the PPSA in respect of any financing statement or financing change statement registered by the Company.

7.4.The Buyer agrees to treat the security interest in the goods as a continuing and subsisting security with priority over a registered general security interest and any unsecured creditors, regardless of whether the goods have become fixtures at any time before payment has been made for them.

These Terms of Trade will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.

Masterpieces will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.

Ownership and title of the goods remains with us, Masterpieces Limited until the purchased price and all other monies owing under the contract or any other contract to us have been paid in full.

Masterpieces warrants that it will repair or make good any defects in the goods, if written notice of the claim is received by us within seven (7) days from the date the goods were delivered. No claim shall be accepted under such warranty if any attempt to repair the defective goods is made by any person not authorised by us, or if the defective goods have been modified or incorrectly stored, maintained or used. If Masterpieces elects to repair or replace any defective goods, such work shall be undertaken at such place as we may reasonably specify and the Buyer shall be responsible at its cost and risk for shipment of the defective goods to the place specified.

Masterpieces shall not be liable for any loss of any kind whatsoever suffered by the Buyer as a result of any breach of any of our obligations under the contract, including any cancellation of the contract or any negligence on the part of us, our staff, or contractors, nor shall we be liable for any loss, damage or injury caused to the Buyer’s servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons. The Buyer shall indemnify Masterpieces Limited against any claim by any such person.