Terms & Conditions

1. Application and Acceptance

In plain English: If you accept a quote, place an order, or send us artwork, these terms apply to your order. They override any conflicting fine print on your purchase order unless we've agreed otherwise in writing.

1.1 These Terms and Conditions ("Terms") govern the supply of custom-decorated merchandise and related services by Little Gems Merch Limited (NZ company number 9398628), trading as Little Gems ("Little Gems", "we", "us", "our") to its customers ("Customer", "you", "your").

1.2 By accepting a Quote, placing an Order, or submitting artwork for production, the Customer agrees to be bound by these Terms.

1.3 These Terms prevail over any inconsistent terms in the Customer's purchase order, requisition, or other document, unless Little Gems has expressly agreed to those terms in writing signed by an authorised representative of Little Gems.

1.4 Little Gems may update these Terms from time to time. The version applicable to any Order is the version in force on the date the Quote was issued.

2. Definitions

In these Terms:

Customer Artwork

means any logo, design, graphic, trademark, text, image, or other material supplied by the Customer for reproduction on the Goods.

DDP

means "Delivered Duty Paid" as defined in Incoterms® 2020.

Goods

means the products supplied by Little Gems under an Order.

GST

means Goods and Services Tax under the Goods and Services Tax Act 1985 (NZ).

Mockup

means a visual proof of a decorated Good produced by Little Gems for the Customer's approval prior to production.

Order

means a Quote that has been accepted by the Customer in accordance with clause 4.

Quote

means a written quote issued by Little Gems to the Customer.

Working day

means any day other than a Saturday, Sunday, or New Zealand public holiday observed in Hamilton, New Zealand.

3. Quotes

In plain English: Quotes are in New Zealand dollars including GST, valid for 30 days from the date we send them. The quote is the source of truth for what you're paying.

3.1 Quotes are issued in New Zealand dollars (NZD) and are inclusive of GST unless otherwise stated.

3.2 Unless stated otherwise on the Quote, each Quote is valid for thirty (30) calendar days from the date of issue.

3.3 Each Quote sets out the products, decoration method, quantity, unit price, freight estimate, GST, customs duty (if any), and total. The Quote is the controlling commercial document for the Order.

3.4 Little Gems may withdraw, vary, or correct a Quote in writing at any time before it is accepted, including to correct manifest errors.

4. Orders and Payment

In plain English: Accept a quote in writing or by paying, and it becomes a binding order. Payment is 100% on acceptance — we don't start production work until your funds have cleared. If an invoice (for example, a freight variance invoice under section 7) goes unpaid, we add a flat NZ$70 admin fee instead of charging interest.

4.1 Order acceptance. The Customer accepts a Quote by: (a) confirming acceptance in writing (including by email); or (b) paying the Quote in cleared funds. On acceptance, the Quote becomes an Order and is binding on both parties subject to these Terms.

4.2 Payment terms. One hundred percent (100%) of the Order value is payable on Order acceptance, in cleared funds. Production will not commence until cleared funds have been received by Little Gems.

4.3 Payment methods. Payment is accepted by bank transfer to the Little Gems business account specified on the invoice, or by such other method as Little Gems may permit in writing.

4.4 Late payment. Where any invoice (including any ancillary invoice issued under these Terms, such as a freight variance invoice under clause 7.3) remains unpaid more than seven (7) working days past its due date, Little Gems may charge a flat late payment administrative fee of NZ$70. This fee is a genuine pre-estimate of the administrative cost of recovering overdue payment, is not intended as a penalty, and applies in lieu of interest. The fee is reviewed annually.

4.5 Suspension. Where any amount owed by the Customer is overdue, Little Gems may suspend production, dispatch, or further service to that Customer until the overdue amount is paid.

4.6 GST invoice. Little Gems will issue a GST invoice for each Order. Little Gems' GST number is 147-747-764.

5. Customer Artwork and Intellectual Property

In plain English: When you send us artwork, you're telling us you have the right to use it. If a third party later disputes that, you cover our costs. We don't run upfront IP checks.

5.1 By submitting any Customer Artwork to Little Gems for reproduction on Goods, the Customer represents and warrants that: (a) the Customer owns the Customer Artwork or holds all necessary rights, licences, and permissions to authorise its reproduction on the Goods; (b) reproduction of the Customer Artwork on the Goods will not infringe the intellectual property rights, moral rights, or any other rights of any third party; and (c) the Customer Artwork does not contain any unlawful, defamatory, or infringing content.

5.2 The Customer indemnifies Little Gems against all losses, costs (including legal costs on a solicitor-client basis), damages, and claims arising from any breach of clause 5.1, including any third-party claim that the reproduction of Customer Artwork on Goods infringes that third party's rights.

5.3 Little Gems is not obligated to investigate, verify, or assess the Customer's rights in Customer Artwork. The Customer's submission of artwork is conclusive evidence of the warranties in clause 5.1.

5.4 Little Gems may at its sole discretion decline to reproduce any Customer Artwork it considers, in good faith, to be unlawful, infringing, or contrary to its values. Declining to reproduce artwork is not a breach of these Terms.

6. Production

In plain English: We send you a mockup, you approve it in writing, and then we print. What you approve is the spec — we measure the finished goods against the mockup, not against anything verbal. Small variations (slight colour shift, print registration tolerance) are normal in custom decoration and don't count as defects. Production typically takes about 10 working days.

6.1 Mockup approval. Following Order acceptance, Little Gems will issue a Mockup for the Customer's approval. Production will not commence until the Customer has approved the Mockup in writing (including by email or portal confirmation).

6.2 Approval is acceptance of design. Approval of a Mockup constitutes the Customer's acceptance of the design, layout, colour, placement, and specifications shown in the Mockup as suitable for production. Little Gems is not responsible for design errors, colour variations, or placement issues present in the approved Mockup.

6.3 Minor variation tolerance. Minor variations are inherent in custom decoration and do not constitute a defect. These include (without limitation): colour variation within ±5% of any specified Pantone reference, print registration tolerance per print method, and finish variation within industry standard for the decoration method used.

6.4 Lead time. Production lead time is typically ten (10) working days from Mockup approval to ready-for-dispatch. Lead times are estimates only. Time is not of the essence in these Terms.

6.5 Quantity tolerance. The Customer acknowledges that supplier production tolerances may result in a final quantity that varies from the Ordered quantity by up to ±5%. Little Gems will invoice or credit the difference at the per-unit Order price.

7. Freight Charges

In plain English: Freight is quoted as an estimate based on the carrier rates and supplier-confirmed packaging at the date of quote. Final freight is confirmed at dispatch, typically 7–10 days after order acceptance. Where the final freight cost differs from the estimate by more than 10%, we'll notify you in writing before dispatch and either invoice or credit the difference. Variances of 10% or less are absorbed by us and not passed on.

7.1 The freight component of any Quote is an estimate based on (a) carrier rates available at the date the Quote is issued, (b) supplier-confirmed product dimensions and packaging, and (c) the dispatch destination provided by the Customer.

7.2 Final freight is determined at the point of dispatch, which is typically 7–10 working days after Quote acceptance. Final freight may differ from the estimate due to changes in carrier fuel surcharges, packaging variance, currency movement, or rate availability at the time of dispatch.

7.3 Where the final freight cost differs from the estimate by more than ten percent (10%), Little Gems will notify the Customer in writing before dispatch and either invoice the additional amount or issue a credit for the difference. The Customer will have two (2) working days to acknowledge any additional invoice; failure to respond will be deemed acceptance.

7.4 Freight variances of ten percent (10%) or less are absorbed by Little Gems and will not be passed on to the Customer.

7.5 Where the Customer requests a dispatch date inside seven (7) working days of Order acceptance, freight will be quoted on an "actual cost" basis rather than an estimate, with the final invoiced amount confirmed at dispatch.

8. Delivery Terms

In plain English: All prices include freight, GST, customs duty, and any import charges payable on delivery into New Zealand (DDP — Delivered Duty Paid, Incoterms 2020). You will not receive a separate bill from the carrier for duty or GST.

8.1 Unless otherwise agreed in writing, all Goods are supplied on a DDP (Delivered Duty Paid) basis as defined in Incoterms® 2020 to the Customer's nominated delivery address within New Zealand.

8.2 The DDP price includes: product cost, decoration, supplier handling, international freight, transit insurance to the declared value, New Zealand customs clearance, import duty, and Goods and Services Tax (GST).

8.3 The Customer is not responsible for any payment to the carrier on delivery. If the Customer receives any invoice or demand from the carrier for duty, GST, or import charges relating to an Order shipped by Little Gems, the Customer should refuse the demand and forward the documentation to Little Gems, who will resolve it directly with the carrier.

8.4 Delivery is deemed complete when the Goods are delivered to the address nominated by the Customer and signed for, or in the case of unattended delivery, when the carrier records delivery.

8.5 Risk in the Goods passes to the Customer on delivery. Title in the Goods passes to the Customer on delivery or on receipt of full payment, whichever is later.

9. Transit Risk and Insurance

In plain English: All international shipments are insured for their declared value with the carrier. If goods are lost or damaged in transit, our liability to you is limited to the value recovered from the carrier or insurer, plus any deductible we absorb. We'll manage the claim on your behalf. We're not liable for indirect or consequential losses (for example, loss of use, missed events, or downstream business impact).

9.1 Little Gems insures all international shipments for the declared value of the Goods through the appointed carrier's declared value coverage or equivalent transit insurance.

9.2 In the event of loss, damage, or non-delivery of Goods in transit, Little Gems will manage the claim with the carrier or insurer on the Customer's behalf and will keep the Customer informed of progress.

9.3 Little Gems' total liability to the Customer for any transit loss or damage is limited to the amount actually recovered from the carrier or insurer in respect of that shipment, plus any portion of that loss Little Gems elects to absorb at its sole discretion.

9.4 Little Gems is not liable for any indirect, consequential, special, or incidental loss arising from delay, loss, or damage in transit, including (without limitation) loss of revenue, loss of opportunity, loss of use of the Goods, costs incurred in sourcing replacement Goods on shorter timeframes, or impact on the Customer's events, campaigns, or business operations.

9.5 The Customer acknowledges that branded merchandise has limited resale value to third parties, and that carrier liability frameworks (including the Montreal Convention for international air carriage) cap carrier liability by weight, not by retail value. The insurance arrangements described in clause 9.1 are designed to address this gap but remain subject to the policy terms and exclusions of the carrier or insurer.

10. Inspection and Damage Claims

In plain English: Inspect your order on arrival. If anything is damaged or missing, photograph the carton, the damage, and the shipping label, and send them to us within 48 hours of delivery. We need this within 48 hours to make a successful insurance claim — claims received after 48 hours can't be guaranteed.

10.1 The Customer must inspect the Goods on receipt and notify Little Gems in writing of any damage, shortage, or non-conformance within forty-eight (48) hours of delivery.

10.2 Notification under clause 10.1 must include: (a) photographs of the outer carton, including any visible damage and the shipping label; (b) photographs of the damaged or non-conforming Goods; (c) a description of the issue and the affected quantity; and (d) the Order reference number.

10.3 Carrier insurance terms require damage claims to be lodged within strict timeframes. Where the Customer fails to notify Little Gems within 48 hours of delivery, the Customer acknowledges that Little Gems may be unable to recover the loss from the carrier or insurer, and that any remedy in those circumstances is at Little Gems' sole discretion.

10.4 Where damage or non-conformance is acknowledged, Little Gems' remedy options are, at its election: (a) replacement of the affected Goods on the next available production cycle; (b) credit against a future Order; or (c) refund of the affected portion of the Order value.

10.5 Damaged Goods must be retained by the Customer until the claim is resolved. Disposal of damaged Goods before resolution may invalidate the claim.

11. Cancellation and Refunds

In plain English: Custom merchandise is made-to-order. Once production starts, your order can't be cancelled without cost. Before we send your order to the supplier: full refund, no questions. After supplier acceptance but before decoration: 50% refund (we've already committed your stock). Once decoration has started: no refund — the goods can't be on-sold. If we cancel or fail to deliver: full refund of everything you've paid.

11.1 Customer-initiated cancellation. The Customer may cancel an Order in writing at any time before dispatch, subject to the following: (a) Before supplier purchase order issued: Full refund of all amounts paid. Cancellation must be received in writing before Little Gems has issued a purchase order to the supplier, which typically occurs within one (1) working day of Quote acceptance. (b) After supplier purchase order issued, before decoration commenced: Refund of fifty percent (50%) of the Order value, excluding freight (freight is refunded in full where not yet incurred). (c) After decoration has commenced: No refund. Decorated branded merchandise has no resale value to third parties.

11.2 Little Gems-initiated cancellation. Little Gems may cancel an Order if: (a) the supplier is unable to fulfil the Order to specification; (b) the Goods are damaged or lost before dispatch and cannot be remade within a reasonable timeframe; (c) circumstances beyond Little Gems' reasonable control prevent fulfilment (see clause 12); or (d) the Customer has not provided required artwork, approvals, or payment within the agreed timeframes.

11.3 Where Little Gems cancels under clauses 11.2(a), (b), or (c), the Customer is entitled to a full refund of all amounts paid in respect of the cancelled Order. Where Little Gems cancels under clause 11.2(d), Little Gems may retain any costs already incurred (including supplier costs and freight) and refund the balance.

11.4 Refund timing. Approved refunds are processed within five (5) working days of approval, via the original payment method.

11.5 Disputed Orders. Where the Customer disputes an Order in good faith (for example, on grounds of non-conformance under clause 10), Little Gems will work in good faith to reach resolution. Nothing in this clause 11 limits the Customer's rights under the Consumer Guarantees Act 1993 where that Act applies.

12. Force Majeure

In plain English: If something genuinely outside our control prevents us from delivering — natural disaster, port closure, carrier strike, government action — we'll let you know as soon as we can, work with you to find a solution, and refund any amounts paid for work we can't complete.

12.1 Neither party is liable for failure or delay in performing its obligations under these Terms (other than obligations to pay money) where the failure or delay arises from causes beyond that party's reasonable control, including (without limitation): acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, government action, port or border closures, carrier strikes or industrial action, supplier failure, fire, flood, or failure of public infrastructure.

12.2 The affected party must notify the other party in writing as soon as reasonably practicable of the nature of the event, its expected duration, and the effect on the affected party's obligations.

12.3 Where a force majeure event continues for more than thirty (30) calendar days, either party may cancel the affected Order by written notice, in which case Little Gems will refund any amounts paid for Goods not yet dispatched, less any non-recoverable supplier or freight costs already incurred.

12.4 The affected party must use reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably possible.

13. Limitation of Liability

In plain English: If something goes wrong, our total liability for any order is capped at what you paid us for that order. We're not liable for downstream business impact like missed events or lost revenue. Some legal protections — like the Consumer Guarantees Act — override this cap. See section 14.

13.1 To the maximum extent permitted by law, and subject to clause 14, Little Gems' total aggregate liability to the Customer arising out of or in connection with any Order (whether in contract, tort including negligence, breach of statutory duty, or otherwise) is limited to the total amount paid by the Customer for that Order.

13.2 Without limiting clause 9.4, Little Gems is not liable for any indirect, consequential, special, exemplary, or punitive losses, including (without limitation) loss of profit, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings, however arising.

13.3 Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law.

14. Consumer Guarantees Act 1993

In plain English: Even though you're buying for business, your rights under the Consumer Guarantees Act 1993 still apply. We haven't taken those rights away.

14.1 Where the Consumer Guarantees Act 1993 applies to the supply of Goods or services under these Terms, the Customer's rights and remedies under that Act are preserved and are not limited or excluded by these Terms.

14.2 Where the Customer acquires Goods for the purposes of a business, the Customer acknowledges that the Customer is acquiring the Goods for business purposes within the meaning of section 2 of the Consumer Guarantees Act 1993. The parties have not contracted out of the Consumer Guarantees Act under section 43.

15. General Provisions

15.1 Governing law. These Terms are governed by the laws of New Zealand.

15.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the New Zealand courts in respect of any dispute arising from these Terms.

15.3 Notices. Notices under these Terms must be in writing and sent to the email or postal address last notified by the recipient.

15.4 Entire agreement. These Terms, together with the accepted Quote, constitute the entire agreement between the parties in respect of the Order, and supersede any prior representation or agreement.

15.5 No waiver. A failure or delay by either party in exercising any right under these Terms does not operate as a waiver of that right.

15.6 Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision is severed and the remainder of these Terms continues in force.

15.7 Assignment. The Customer may not assign or transfer any rights or obligations under an Order without Little Gems' prior written consent.

16. Contact