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      FULL TERMS OF TRADE

      (Consumer & Commercial – ATA NZ Aligned)

      Dave Giddens Sailmakers | Stash-It
      Modus Digerati Ltd trading as Dave Giddens Sailmakers and Stash-It
      Last updated: 29 JANUARY 2026

      These Terms of Trade apply to all goods and services supplied by Modus Digerati Ltd, trading as Dave Giddens Sailmakers and Stash-It (“we”, “us”, “our”), to the customer (“you”, “the client”).

      By requesting work, accepting an estimate or quote, paying a deposit, or instructing us to proceed, you agree to these Terms of Trade, regardless of which trading name appears on correspondence, quotations, job cards, invoices, or websites.

      1. Scope of Services

      We supply custom-manufactured textile and fabric-based products, including but not limited to sailmaking, canvas work, PVC fabrication, covers, storage and equipment bags, repairs, alterations, and on-site installation services.

      Unless expressly stated otherwise, all goods are made to order.

      2. Industry Standards (ATA NZ Alignment)

      Our products and services are supplied in accordance with generally accepted practices within the outdoor and advanced textiles industry, including those recognised by the Advanced Textiles Association New Zealand (ATA NZ).

      Due to the nature of textile-based products:

      • Variations in appearance, performance, and lifespan are normal

      • Such variations do not constitute defects

      3. Estimates, Quotes, and Variations

      3.1 Estimates

      • Estimates are indicative only and usually provided as a price range

      • Actual costs may vary depending on materials, labour, access, site conditions, or additional work discovered

      • If a material change arises, we will contact you to agree on a way forward

      3.2 Fixed-Price Quotes

      • Quotes are valid for 14 days unless stated otherwise

      • Quotes are based on information available at the time and assume normal working conditions

      • A 50% deposit is required upon acceptance unless otherwise agreed in writing

      3.3 Variations

      Any change to scope, materials, dimensions, design, access, fixing method, or timing after acceptance may:

      • Incur additional cost

      • Extend lead times

      Variations will be charged on a time and materials basis unless otherwise agreed.

      4. Custom-Manufactured Goods

      • All goods are custom-made to your specifications

      • Once manufacture has commenced:

        • Orders cannot be cancelled

        • Deposits are non-refundable

      • You are responsible for approving all specifications, including dimensions, materials, colours, hardware, and fixing methods

      • We are not responsible for errors resulting from incorrect or incomplete information supplied by the client

      5. Client-Supplied Materials and Templates

      Where work involves customer-supplied frames, hardware, materials, or existing items used as templates:

      • We are not responsible for defects or failure arising from those items

      • Existing items used as templates may replicate existing inaccuracies or distortion

      • No warranty applies where failure is caused by client-supplied components

      6. Installation, Site Conditions, and Access

      6.1 Site Readiness

      You are responsible for ensuring:

      • Safe, clear, and timely access to the site

      • The site is ready at the agreed time

      • All permissions, approvals, and consents are in place

      6.2 Site Conditions

      We are not responsible for:

      • Concealed services (electrical, plumbing, drainage, or structural elements)

      • Substrate or structural failure

      • Pre-existing site conditions

      Additional time or materials required due to site conditions will be charged.

      6.3 Installation Is Not Engineering

      We are fabricators and installers of textile products.
      We do not provide engineering, structural, or building design services unless expressly agreed in writing.

      Any advice regarding fixing locations, attachment methods, or tensioning is based on experience only and does not replace professional engineering assessment where required.

      7. Environmental Exposure, Use, and Performance

      Outdoor fabric products are subject to environmental factors including:

      • UV exposure

      • Wind loading

      • Abrasion

      • Moisture, salt, pollution, and heat

      As recognised within the ATA NZ-aligned outdoor textiles industry:

      • Fading, shrinkage, stretching, and surface wear are normal

      • No textile product is UV-proof or maintenance-free

      • Product lifespan depends on exposure, orientation, tensioning, and care

      Damage caused by:

      • Excessive wind

      • Water pooling

      • Failure to retract, secure, or remove products when conditions require

      does not constitute a defect.

      8. Delivery, Collection, and Storage

      • Payment is due prior to or upon collection or delivery, unless otherwise agreed

      • Risk transfers to the client upon:

        • Collection, or

        • Delivery to the nominated site, or

        • Installation completion
          whichever occurs first

      • Items not collected within 14 days of notification may incur storage fees

      • We reserve the right to dispose of uncollected items after reasonable notice to recover costs

      9. Retention of Title & Risk

      Ownership of all goods supplied remains with Modus Digerati Ltd (trading as Dave Giddens Sailmakers and Stash-It) until full payment of all amounts owing has been received in cleared funds.

      This applies even where:

      • The goods have been delivered

      • The client has taken possession

      • The goods have been installed at the client’s site

      Until ownership passes, the client must:

      • Keep the goods identifiable as our property where reasonably practicable

      • Not sell, dispose of, or encumber the goods

      • Take reasonable care of the goods

      Risk in the goods passes to the client upon delivery, collection, or installation (whichever occurs first).

      Where goods are installed or affixed to land or buildings, this clause does not grant us the right to cause damage or trespass, but preserves our ownership interest to the maximum extent permitted by law.

      10. Pricing and Payment

      • Repairs, alterations, and ad-hoc work are charged on a time and materials basis

      • Current hourly rates and minimum charges apply as published

      • A 2% surcharge applies to Visa and Mastercard payments

      • Overdue accounts may incur interest, debt recovery costs, and suspension of further work

      11. Warranties and Consumer Guarantees

      11.1 Consumers

      Nothing in these Terms limits your rights under the Consumer Guarantees Act 1993.

      11.2 Workmanship

      Any workmanship warranty is limited to repair or replacement of the affected work and does not extend to:

      • Environmental exposure

      • Normal wear and ageing

      • Misuse or use outside design intent

      12. Limitation of Liability

      To the maximum extent permitted by law:

      • Our liability is limited to repair or replacement of the goods supplied, or the value of the work supplied, at our discretion

      • We are not liable for indirect or consequential loss, including loss of profit, loss of use, event delays, or third-party claims

      13. Intellectual Property

      All patterns, templates, drawings, and design work remain our intellectual property unless otherwise agreed in writing.
      Ownership of finished goods transfers upon full payment.

      14. Health and Safety

      We comply with applicable health and safety obligations.
      You must ensure the site is safe and compliant for our staff and contractors.

      15. Governing Law

      These Terms are governed by the laws of New Zealand, and the parties submit to the jurisdiction of New Zealand courts.

      COMMERCIAL ADDENDUM (B2B ONLY)

      The following clauses apply where goods or services are supplied for business purposes.

      C1. Consumer Guarantees Act Excluded

      The parties agree that the Consumer Guarantees Act 1993 does not apply, as permitted by law.

      C2. Timeframes and Deadlines

      All dates are estimates only unless expressly agreed in writing.
      We are not liable for delay-related costs, penalties, or liquidated damages.

      C3. Consequential Loss Excluded

      We are not liable for loss of revenue, profit, loss of use, event cancellation costs, reputational damage, or third-party claims, even if advised of the possibility.

      C4. Maximum Liability Cap

      Our total liability per job is strictly limited to the lesser of:

      • The value of the goods and services supplied, or

      • The cost of repair or replacement

      C5. Client Delays and Standby

      Delays caused by client actions, access issues, or third parties may result in standby charges and rescheduling at our discretion.

      C6. Security Interest (Commercial Clients)

      Where goods are supplied for business purposes, the client grants us a security interest in the goods supplied and any proceeds, and agrees that we may register this interest on the Personal Property Securities Register (PPSR).

      C7. Suspension for Non-Payment

      We may suspend work or withhold delivery for non-payment without liability for resulting delays.