These terms and conditions will apply whenever Customers procure Goods and Services from GGNP Limited trading as Bright Displays NZ. The parties to these terms and conditions hereby agree that the following clauses represent the terms and conditions of trade between them:

1. Interpretation

1.1 In these terms and conditions unless the context otherwise requires:

“Bright Displays NZ” means GGNP Limited, trading as Bright Displays NZ and its successors and assigns;

“Confidential Material” means:

• All information and other material relating to Bright Displays NZ, its employees, Goods and Services which are made available to the Customer, or have previously been made available to the Customer; or

• Any report or material which we produce as a direct or indirect result of any work that we carry out for the Customer, and anything that the Customer derives from this information and material but excluding everything which:

• Is generally available to the public (but not because the Customer or anyone the Customer is responsible for has disclosed or allowed it to be disclosed);
• The Customer or a third party has independently developed or acquired, except where this was derived from information sourced from Bright Displays NZ which otherwise comes within this definition of Confidential Material.

“Customer” means the customer contracting with Bright Displays NZ and the Customer’s successors and permitted assigns;

“Default” means each of the events set out in clause 8.6;

“Goods” means all goods supplied by Bright Displays NZ to the Customer from time to time, provided that:

(a) Solely for the application of the PPSA, where the Goods supplied are the Customer’s inventory, all references to Goods shall, in respect of those Goods, be read as references to inventory while they are held as inventory; and

(b) Where the Goods supplied are not or are no longer held as the Customer’s inventory, all references to Goods shall, in respect of those Goods, mean the Goods described in any relevant order form, packing slip or invoice (or its equivalent) prepared by Bright Displays NZ and relating to those Goods.

“Services” means all the services supplied by Bright Displays NZ to the Customer and includes any advice or recommendations from time to time;

“terms” means these terms and conditions of trade between Bright Displays NZ and the Customer incorporating these terms and conditions, new account application, application for credit and any other terms and conditions between Bright Displays NZ and the Customer.

1.2 The Goods and Services are supplied on these terms and conditions of trade. No variation is permitted unless Bright Displays NZ has agreed in writing. These terms prevail over any terms of a purchase order or other Customer contract.

2. Ordering

Customers must be approved for credit by Bright Displays NZ or make alternative payment arrangements. Bright Displays NZ may refuse credit at its sole discretion.

3. Acceptance

Customer instructions for supply of Goods and Services constitute acceptance of these terms and conditions.

4. Credit

Bright Displays NZ may refuse any order or part thereof and deliver Goods by instalments. Each instalment is a separate contract. Credit limits are at the discretion of Bright Displays NZ.

5. Price

5.1 Prices may change without notice.

5.2 Customers must pay any applicable freight costs.

6. Payment

6.1 All invoices must be paid by the due date. Failure to do so constitutes Default (clause 8.6). Discounts may be revoked for late payment.

6.2 Payment must be made in full, in cleared funds, without set-off or deduction, unless required by law.

7. Supply of Goods

7.1 Bright Displays NZ will supply orders as soon as practicable.

7.2 Orders cannot be cancelled more than 14 days after being placed.

7.3 If cancelled, Customer must pay for all work done up to cancellation.

7.4 Faulty goods will be refunded or replaced. Bright Displays NZ is not liable for consequential damages.

8. Title and Security (PPSA – NZ)

8.1 Customer grants Bright Displays NZ a Purchase Money Security Interest (PMSI) in Goods supplied.

8.2 Title passes only upon full payment. Bright Displays NZ retains a security interest until full payment.

8.3 Bright Displays NZ may enter premises to repossess Goods on Default or if Default is likely.

8.6 Default includes: (a) Non-payment (b) Indication of non-payment (c) Breach of terms (d) Material damage to Goods (e) Bankruptcy or liquidation (f) Material adverse financial change

8.7 On Default, all sums are due and Bright Displays NZ may enforce all rights. 8.8 Customer must sign documents for PPSA registration.

8.9 Customer waives right to PPSA verification statements.

9. Default and Consequences

9.1 Interest of 5% per month accrues on overdue sums.

9.2 Customer indemnifies Bright Displays NZ for legal and collection costs.

9.3 Bright Displays NZ may suspend services or cancel orders. 9.4 Bright Displays NZ is not liable for damages due to enforcement. 9.5 Rights are cumulative.

10. Rental Terms

10.1 Bright Displays Unit remains property of Bright Displays NZ.

10.2 Customer must care for unit; report issues, and not alter it.

10.3 A bond may be required and forfeited in case of loss, damage, or Default.

10.4 On non-payment:

(a) Bright Displays NZ may enter premises to recover equipment;

(b) Customer pays full replacement cost and any recovery costs;

(c) Bond may be applied to unpaid debts.

10.5 Bright Displays NZ may assign or sell Customer debt to a third-party collection agency.

10.6  Customer bears all risk and should insure rented equipment.

10.7 These rental terms are subject to New Zealand law including the PPSA, CGA 1993, and CCCFA 2003.

11. Information

11.1 Bright Displays NZ may collect and disclose Customer credit info.

11.2 Customer must notify changes to information.

11.3 Incorrect information not corrected within 5 business days causes all debts to become immediately due.

12. Intellectual Property

12.1 Bright Displays NZ retains all IP related to Goods, Services, documentation, and processes.

13. Confidential Information

13.1 Each party must keep Confidential Material confidential.

13.2 Confidential Material must be returned on request.

13.3 Clause survives termination.

14. Dispute Resolution

14.1 Disputes to be resolved by mediation via LEADR NZ within 7 working days.

15. General

General Invalid clauses do not affect the rest. These terms and conditions are governed by and construed in accordance with the laws of New Zealand. Liability is limited to the price paid. No set-off is permitted. Bright Displays NZ may assign rights or subcontract without consent. Terms may be updated by notice.

Bright Displays NZ is not liable for force majeure events.