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TERMS OF SALE - RODNEY LTD

The following terms govern all orders placed by the Buyer and shall be incorporated into each contract entered into between the Buyer and Seller for the supply of Goods and or services together with any invoices issued by the Seller for those Goods.

1.0 PRICE AND ORDERS

1.1 The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that such taxes are expressly included in any quotation given by the Seller.

1.2 Alterations to any Price shall be effective from the date specified by the Seller at the time of giving notice to the Buyer.

1.3 Where the Goods are manufactured specifically to the Buyer's specifications and/or other requirements,

- the Buyer is required to pay the Price from the time that an order is placed with the Seller and no such order may be cancelled without the prior approval of the Seller and upon such terms as the Seller agrees.

1.4 There is no obligation on the Seller to inquire as to the authority of any person placing an order on behalf of the Buyer.

2.0 PAYMENT

2.1 Payment of the Price is due by the 20th of the month following the date of despatch, unless otherwise stated in the quotation issued by the Seller or agreed between the Buyer and the Seller.

2.2 The Buyer may not withhold payment or make any deductions from any Amount Owing without the Seller's prior written consent.

3.0 DELIVERY

3.1 Delivery of the goods takes place when the goods are installed, or otherwise as confirmed on the quotation issued by the Seller.

3.2 Any time stated for delivery is an estimate only, and the Seller is not liable for any delay in delivery.

3.3 The Seller may deliver the Goods by instalments, and each instalment shall be treated as a separate contract under the terms of this contract.

3.4 If the Buyer refuses to accept delivery of any of the Goods, the Seller may charge the Buyer for any additional costs incurred as a result, including storage, insurance, and transportation costs.

4.0 RISK AND SECURITY

4.1 Risk of any loss, damage or deterioration of or to the Goods passes to the Buyer on delivery.

4.2 In respect of any Goods supplied to a Buyer:

- the Buyer grants to the Seller a security interest under the PPSA in all the Goods the Seller agrees to sell to the Buyer under any contract as security for payment of the Buyer’s Indebtedness and for the performance from time to time of the Buyer’s other obligations to the Seller under the relevant contract. The Buyer shall not create or allow to be created a lien over any of the Goods whilst under its ownership or control;

- the Seller may allocate all amounts received from the Buyer in any manner it determines including any manner required to preserve any purchase money security interest in the Goods;

and

- the Buyer agrees that to the extent permissible under the PPSA, the Seller excludes its obligations to the Buyer under the PPSA in respect of any contract for the sale of goods, or the security under such contracts, and the Buyer waives all its rights against the Seller to the extent permissible under the PPSA.

4.3 Ownership of the Goods remains with the Seller and does not pass to the Buyer until the Buyer pays the price and all other moneys owing to the Seller from time to time, whether in relation to this contract or any other contract with the Seller (“Buyer’s Indebtedness”)

4.4 While Ownership of the Goods remains with the Seller:

- the Seller authorises the Buyer (as the Seller’s agent, but with no authority to represent to any other person that it is the Seller’s agent and without the Seller being bound by or liable under the contracts with third parties to which the Buyer is a party) in the ordinary course of its business to use the Goods and to sell any Goods for full consideration. This authority is revoked from the time that an Event of Default occurs, or the Seller notifies the Buyer that this authority is revoked;

- the Seller, as the Buyer’s agent for the purpose of this clause, may use reasonable force to enter the premises where the Goods are stored and remove them. The Seller shall exercise reasonable care in entering and removing such Goods, but shall not be liable for any damage caused by the use of reasonable force. The Seller may resell any Goods and apply the proceeds of sale in reduction of the Buyer’s Indebtedness as the Seller thinks fit.

4.5 The Seller may apply any payments received from or on behalf of the Buyer (where the Buyer has not specified the purpose of the payment) in reduction of the Buyer’s Indebtedness as the Seller thinks fit.

4.6 If any Goods are resold before ownership of those Goods has passed to the Buyer, the proceeds of such sale shall be received and held by the Buyer in trust for the Seller to the extent of the Buyer’s Indebtedness and claimable by the Seller in the event of the Buyer’s default.

4.7 The Seller may bring an action for the Price of the Goods even where Ownership of the Goods has not passed to the Buyer.

4.8 For the purposes of this clause 4 and in any case in which Goods are processed before repayment of the Buyer’s Indebtedness, the term “Goods” includes products, parts or components which can be identified as being substantially derived from the Goods supplied by the Seller.

5.0 WARRANTIES

5.1 Where the goods supplied by the Seller are garage doors, they should be serviced by a suitably qualified person within three months of installation, and then annually. The Seller may offer a contract for service of the doors.

5.2 Defective Goods or Goods which do not comply with the contract shall at the Seller’s discretion be repaired or replaced or the Price refunded.

5.3 Claims with respect to non-conforming or defective Goods will only be accepted if made to the Seller in writing within 5 days after delivery, or such further period as Seller may agree, and the Seller has first been given the opportunity to inspect the Goods.

5.4 To the extent permitted by law the Seller expressly excludes liability for any Claim by the Buyer or any other person relating to or arising from the supply of the Goods which is not expressly accepted by the Seller in writing and the Buyer agrees to indemnify the Seller against any such claim.

5.5 In any event, the Seller’s liability arising out of any Claim or otherwise under this contract shall not exceed the Price of the Goods.

5.6 The only guarantees agreed to by the Seller are those confirmed by the Seller in writing.

5.7 In respect of any Goods supplied to a Buyer:

- Where Goods are acquired by the Buyer for business purposes, the Consumer Guarantees Act 1993 (“C G Act”) does not apply.

- the Buyer agrees to indemnify the Seller against any liability or cost incurred by the Seller under the C G Act as a result of any breach by the Buyer of its obligations under the Act to any person.

- nothing in these terms is intended to have the effect of contracting out of the provisions of the C G Act except to the extent permitted under that Act.

6.0 DEFAULT

6.1 If an Event of Default occurs:

- The Seller may suspend or terminate this contract;

- Lodge a caveat or other similar instrument over any property of the buyer;

- Any Amount Owing shall immediately become due and payable notwithstanding that the due date has not arisen;

and

- the Seller is entitled to recover from the Buyer all costs that the Seller may incur in attempting to collect the Amount Owing (including solicitor client costs) and any other monies owing by the Buyer to the Seller from time to time, whether in relation to any contract or on any other account whatsoever.

6.2 If the Buyer does not pay the Price by the due date, the Seller may charge a default penalty calculated at a rate per annum equal to 7% above the 30 day NZD bank bill rate on the due date, and calculated on a daily basis on the unpaid portion of the Price from due date until payment in full, plus GST.

7.0 PAYMENT VALIDITY

7.1 The Buyer acknowledges that the Seller continues to supply the Buyer on condition that all payments received by the Seller from the Buyer are valid and made in the ordinary course of the Buyer's business.

7.2 The Buyer further acknowledges that the Seller receives all payments in the ordinary course of the Buyer's business, in good faith and in the reasonably held belief as to the validity of those payments unless and until the Buyer gives notice in writing to the Seller:

- Of the Buyer's then inability to pay its due debts;

and

- that the Buyer's intention or purpose in making any such payment is to enable the Seller to receive more towards satisfaction of its debt than it would otherwise have received or have been likely to have received in any liquidation of the Buyer,

- and until receipt of such notice, the Seller shall be entitled to assume that all payments received from the Buyer are made in the ordinary course of the Buyer's business.

7.3 The Buyer acknowledges that the Seller has, by accepting each payment from the Buyer on due date, altered its position In reliance on the validity of that payment by:

- The continued supply by the Seller to the Buyer after the receipt of such payment, whether or not those Goods are paid for by the Buyer;

- using the payment for the Seller’s own purposes;

and

- by foregoing its right to take action against the Buyer pursuant to the security interest in the relevant Goods under the PPSA, and against any guarantor in relation to the late payment.

8.0 FORCE MAJEURE

8.1 Without limiting the foregoing, neither the Seller nor the Buyer shall be liable for any delay or failure in the performance of any obligation or the exercise of any right under this contract or for any loss or damage (including indirect or consequential loss or damage) if such performance or exercise is prevented or hindered in whole or in part by reason of a Force Majeure Event. Nothing contained in this clause shall excuse payment of any money due or which becomes due under any contract.

8.2 If the Force Majeure Event prevents or hinders performance of a contract for a continuous period of 180 days either party may, on not less than 14 days prior written notice to the other party, terminate that contract.

9.0 USE OF INFORMATION

9.1 The Buyer agrees that the Seller may obtain information about the Buyer from the Buyer or any other person in the course of the Seller's business, including credit assessment, debt collecting and direct marketing activities, and the Buyer consents to any person providing the Seller with such information.

9.2 The Buyer agrees that the Seller may use any information it has about the Buyer relating to the Buyer's creditworthiness and, subject to any confidentiality agreement between the Buyer and the Seller, give that information to any other person, for credit assessment and debt collection purposes.

10.0 MEDIATION

10.1.1 Either party may require any dispute arising which has not been resolved within 14 days to be referred to mediation. The mediator shall be appointed by both parties, or, where the parties cannot agree within 14 days, appointed by the chairman or any other office holder of the New Zealand chapter of LEADR.

10.1.2 The costs and expenses of the mediator shall be shared by the parties equally.

11.0 OTHER AGREEMENTS

11.1 If there is any inconsistency between these terms and any order submitted by the Buyer (whether in writing, verbally or by Electronic Data Interchange (EDI)) or any other arrangement between the parties, these terms prevail unless otherwise agreed in writing by the parties.

12.0 WAIVER

12.1 If the Seller exercises or fails to exercise any right or remedy available to it, this shall not prejudice the Seller's rights in exercising that or any other right or remedy unless expressly specified in writing and signed by an authorised representative of the Seller.

13.0 NO ASSIGNMENT

13.1 The Buyer must not transfer or assign its rights under this contract to anyone else without the Seller's prior consent in writing.

14.0 GOVERNING LAW

14.1 All contracts for Goods supplied to a Buyer shall be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.

15.0 WORDS USED IN THIS CONTRACT

15.1 “Amount Owing” means the Price charged by the Seller for the Goods, and any other sums which the Seller is entitled to charge under this contract.

15.2 “Buyer” means the person purchasing the Goods from the Seller, including that person's successors and assigns.

15.3 “Claim” includes any claim:

- For loss of profits;

or

- for any consequential, indirect or special loss, damage or injury of any kind suffered by any person arising directly or indirectly from:

or

- any cancellation of this contract;

or

- any negligence, misrepresentation or other act or omission by the Seller or its employees, agents or contractors;

or

- for compensation, demand, remedy, liability or action.

15.4 An “Event of Default” means an event where:

- the Buyer fails to comply with the terms of this contract or any other contract with the Seller;

or

- the Buyer commits an act of bankruptcy;

or

- the Buyer enters into any composition or arrangement with its creditors;

or

- if the Buyer is a company:

- the Buyer does anything which would make it liable to be put into liquidation;

or

- a resolution is passed or an application is made for the liquidation of the Buyer, or the appointment of an administrator to the buyer ;

or

- a receiver or statutory or official manager is appointed over all or any of the Buyer's assets.

15.5 “Force Majeure Event” means the compliance by either party with an order or request of any governmental, provincial, local, public or military authority or person purporting to act therefore which is beyond their control or by reason of acts of God, fire, explosions, earthquakes, volcanic eruptions, storms, wars, hostilities, public disorders, quarantine restrictions, embargoes, strikes or other disturbances, or by reason of any other case beyond its control whether or not similar to any of the foregoing.

15.6 “Goods” means all goods ordered by the Buyer and supplied by the Seller under these terms (as detailed on each invoice issued to the Buyer) and includes any services forming part of the supply of the goods.

15.7 “Ownership” means the property in a legal and beneficial ownership.

15.8 “Person” includes a corporation, association, firm, company, partnership or individual.

15.9 “Price” means the purchase price of the Goods and any costs payable by the Buyer under this contract relating to transportation, storage and insurance.

15.10 “PPSA” means the Personal Property Securities Act 1999.

15.11 “Seller” means, DOMINATOR RODNEY LTD its successors and assigns.

15.12 References to any legislation includes, as amended, re-enacted or substituted and any statutory instruments, regulations and orders issued under such legislation.