Terms of Trade — Fresh By Design LTD

Last updated: 2025

These Terms of Trade ("Terms") govern the supply of services and products by Fresh By Design LTD ("we", "us", "our") to you ("you", "your", "Client"). By engaging us, approving a quote, or paying a deposit, you agree to these Terms.

1) Scope of Work

  • We will provide design services, plans, and specifications as outlined in our proposal/quote.

  • Where council consent is required, we may recommend sub‑trades or consultants. We do not guarantee we can manage consent applications, and we are not responsible for the outcome of any consent process.

  • Final responsibility for compliance with the NZ Building Code rests with your chosen builder or Licensed Building Practitioner (LBP).

  • Proposals/quotes are valid for 30 days from issue unless stated otherwise. Written acceptance (email is acceptable) is required before we commence work or place orders. Acceptance of a proposal/quote confirms acceptance of these Terms.

2) Client Responsibilities

  • Provide timely decisions, approvals, and accurate information required for design and procurement.

  • Arrange site access and ensure the site is safe and ready for measure, delivery, and installation.

  • Engage appropriately qualified trades (e.g., LBP, electrician, plumber) and ensure they verify dimensions, services, and conditions prior to manufacture or installation.

3) Trusted Joinery Partners

  • To ensure quality and design integrity, all joinery must be quoted, supplied, and installed by one of our trusted joinery partners, unless we agree otherwise in writing.

  • For transparency, joinery quotes are typically provided directly to you by the joiner. Payments and contracts for joinery remain between you and the joiner.

  • Using unapproved joiners may result in delays, unauthorised changes, or compromised outcomes. We cannot take responsibility for issues arising from unapproved suppliers.

4) Measurements, Drawings & Documentation

  • Our drawings are prepared with care and intended to meet NZ industry standards.

  • All sub‑trades (including joiners) must verify all measurements on site prior to manufacture or installation. Fresh By Design LTD is not liable for costs arising from site measurement errors or unverified dimensions.

  • Our working plans must be used in conjunction with best industry practices and the NZ Building Code.

  • All drawings, schedules, and specifications we issue are project‑specific and confidential.

5) Colour, Finishes & Visualisations

  • We do our best to portray colours, finishes, textures, and scale accurately in drawings, schedules, samples, and renders. However, variations will occur due to screen calibration, device settings, lighting conditions, substrates, sheen levels, manufacturing batches, and natural material variation.

  • Renderings and images are indicative only and are not a guarantee of the exact final outcome.

  • Paint & finish selections: You are responsible for confirming final paint and finish choices. We strongly recommend purchasing test pots, preparing on‑site sample boards, and viewing samples in day/night lighting before committing.

  • To the maximum extent permitted by law, we accept no liability for dissatisfaction with colour, finish or aesthetic outcomes, including where a paint colour appears different on site, or where you change your mind after application.

  • If we supply a written specification that contains a clear error (e.g., wrong manufacturer/colour code compared with the approved schedule) and that error directly causes rework, our liability is limited per Clause 18 (Liability & Limits) below.

6) Procurement, Pricing & Margins

  • Fresh By Design LTD may source and supply products (e.g., flooring, curtain fabrics, fittings, hardware) for your convenience.

  • All pricing issued by Fresh By Design LTD, and any pricing issued by trades engaged or coordinated by us may include a handling margin for the likes of procurement, coordination, and administration. Any trade discounts, rebates or supplier incentives may be retained by us and/or the trade.

  • Unless expressly agreed in writing on a cost‑plus basis, wholesale/cost pricing and supplier invoices will not be disclosed.

  • Quotes we issue are our own pricing and may differ from supplier cost prices.

7) Orders, Payments & Title

  • Products may require full prepayment or a deposit before ordering. We will advise what is required on your quote (e.g., 100% for special orders; otherwise a deposit with balance before delivery).

  • GST (15%) applies to all amounts unless stated otherwise.

  • Title in goods supplied by us remains with Fresh By Design LTD until payment is received in full. Risk in goods passes to you on delivery to site or to your nominated address.

  • You agree that we may register a security interest in goods supplied under the PPSA (Personal Property Securities Act 1999) and do all things reasonably necessary to protect that interest.

8) Payment Terms & Late Fees

  • A deposit is required before work commences or goods are ordered. The balance is payable upon completion of work or prior to delivery, as stated on your invoice.

  • Invoices are due on receipt unless a due date is stated. Overdue amounts may incur interest at 2% per month (or the maximum permitted by law) plus all reasonable collection costs, legal fees, and disbursements.

  • If payment is referred to a debt collection agency or lawyer, you are liable for all associated costs.

9) Price Changes, Lead Times & Availability

  • Prices are current at the time of quoting but may change due to supplier increases, exchange rates, freight, or availability. We will notify you of any changes before proceeding.

  • Lead times are estimates only and may change due to manufacturing, logistics, customs, weather events, or other factors outside our control.

  • If an item becomes unavailable when you are ready to order, we will suggest one comparable alternative.

10) Variations & Additional Work (General)

  • Any change requested after approval/sign‑off that results in additional work, sourcing, coordination, re‑documentation, or re‑issuing of drawings/specs will be charged at our standard rates and/or via revised product pricing.

  • We will inform you of any additional costs before proceeding.

11) Variations & Additional Work After Sign‑Off (Hourly)

  • Once a design, plan, or quote has been approved, any Client‑requested changes are charged at NZD $120.00 + GST per hour, unless otherwise agreed in writing. This includes (without limitation):

    • changes to layouts, finishes, fixtures, fittings;

    • re‑issuing drawings/specifications to reflect changes;

    • additional supplier sourcing/communication due to your change;

    • updates to renders or visuals.

  • We will advise timeline and cost impacts before continuing.

12) Ordering, Delivery & Inspection

  • An invoice will be sent to you prior to purchasing any products on your behalf. Orders will not be placed until payment is received as specified.

  • On delivery, inspect immediately. Notify us the same day (and within 48 hours at the latest) of any damage or defects with clear photos and order details so we can lodge a claim.

  • Delivery/freight dates are indicative and time is not of the essence unless agreed in writing.

13) Returns, Restocking & Damaged Goods

  • Many suppliers are wholesale‑only and do not accept public returns. Returns are generally limited to damaged/faulty goods per the supplier’s policy.

  • If authorised by us, items must be returned unused in original packaging within 7 days of delivery. We will arrange a replacement or credit at our discretion and according to supplier policy. Freight/delivery charges are not refundable/creditable unless required by law.

  • Where a supplier exceptionally accepts a return of undamaged goods, a restocking fee (typically 15%) and all freight/handling charges will apply.

14) Cancellations

  • Once ordered, products may be non‑cancellable or may incur supplier cancellation/restocking fees and freight. You are responsible for these amounts where applicable.

  • You may cancel our services by notifying us in writing. You are responsible for all costs incurred to date (including non‑refundable supplier charges). We reserve the right to charge a reasonable cancellation fee for time spent on design and coordination.

15) Communication with Suppliers & Trades

  • All supplier and subcontractor contact must go through Fresh By Design LTD unless we specify otherwise in writing. Direct contact can void returns/warranties we are coordinating and may delay resolution.

  • Where we recommend/coordinate subcontractors (e.g., curtain fitters, electricians, painters), we will assist with coordination; however, their workmanship, warranties and invoicing are their responsibility.

16) Warranties & Consumer Law

  • Manufacturer/supplier warranties apply to products. We will assist you to pursue a warranty claim where we procured the goods.

  • Nothing in these Terms is intended to limit your rights under the Consumer Guarantees Act 1993 (CGA) for personal/household purchases. If you are acquiring goods or services for business purposes, the CGA does not apply to the extent permitted by law (CGA s43).

  • We comply with the Fair Trading Act 1986 and do not make misleading or deceptive representations. Pricing disclosed by us is our retail pricing unless a cost‑plus arrangement is agreed in writing.

17) Intellectual Property & Portfolio Use

  • All drawings, plans, schedules, renders, photographs and documentation prepared by us remain our intellectual property. You may use our documentation solely for your project and only for the purpose for which it was supplied. Do not share, reproduce, or use it on other projects without our written consent.

  • We may photograph completed projects for our portfolio, website, and marketing. We will not disclose your address or personal details without your consent.

18) Liability & Limits (Read with Clause 5)

  • We will provide our services with reasonable care and skill. To the fullest extent permitted by law:

    • We are not liable for delays caused by suppliers, freight, customs, weather events, labour shortages, or other circumstances beyond our control.

    • We are not liable for costs/losses arising from client‑arranged trades, unverified measurements, instructions not followed, or changes made without our written approval.

    • We are not liable for indirect, special, or consequential loss (including loss of enjoyment, loss of value, or accommodation costs).

    • For design services, our total aggregate liability for any claim is limited to the fees you actually paid to us for the specific service giving rise to the claim.

  • These limits apply except where prohibited by law. Your statutory rights (e.g., under the CGA, if applicable) remain.

19) Health & Safety; Insurance

  • You must provide a safe working environment and notify us of any hazards before site visits. You must hold appropriate insurance for your site and works.

  • We hold standard business liability insurance and will take reasonable care when on site.

20) Force Majeure

  • We are not responsible for delay or failure to perform where caused by events beyond our reasonable control (including but not limited to natural disasters, pandemic, acts of government, industrial action, transport/freight disruption, or supplier insolvency).

21) Privacy

  • We collect and use your contact and project information to deliver our services. We handle personal information in accordance with NZ privacy principles. You may request access to or correction of your personal information held by us.

22) Electronic Communications & E‑Signatures

  • You agree to receive documents and notices electronically. Electronic approvals (including email) constitute binding acceptance.

23) General

  • Entire Agreement: These Terms, together with our proposal/quote, form the entire agreement and supersede prior discussions.

  • Variations: Any variation to these Terms must be in writing and agreed by us.

  • Assignment: You may not assign your rights without our consent.

  • Severability: If any provision is invalid, the remainder remains enforceable.

  • No Waiver: Our failure to enforce a right does not waive that right.

  • Governing Law: These Terms are governed by New Zealand law. The parties submit to the non‑exclusive jurisdiction of NZ courts.

  • Dispute Resolution: If a dispute arises, the parties will first negotiate in good faith and, if unresolved within 20 business days, consider mediation before court proceedings.

Questions? If anything is unclear, please ask before approving your proposal or making payment. We’re happy to explain how these Terms apply to your project.