TERMS AND CONDITIONS OF SALE

IMPORTANT NOTICE: SET OUT BELOW ARE THE TERMS AND CONDITIONS OF SALE FROM ALL GOODS PURCHASED FROM ADSAFE LTD.

1. Price

1.1. The Supplier reserves the right to vary their selling prices without notice and prices charged by those rulings at the date of order.

1.2. The Customer shall pay Goods and Services Tax (GST) at the rate applying.

2. Payment

2.1. Unless otherwise agreed in writing, payment for the goods shall be made to the Supplier 20 days following the month of invoice being issued for the goods and any costs incurred through action taken by the Supplier to recover monies due for payment, included but not limited to debt collection costs, shall be paid by the Customer.

3. Customers’ verbal instructions.

3.1.The Supplier will not be held responsible for errors or omissions due to oversight or to misinterpretation of the Customer’s verbal instructions.

4. Risk And Title

4.1. The Customer expressly acknowledges and agrees that the Supplier is not liable for any advice given by themselves or their agents or employees in relation to the suitability for any purposes of goods or materials or services supplied by the Supplier and all such advice relied upon is at the customer’s risk.

4.2. The Supplier will not be liable to the Customer whatsoever for any defect, loss, damage or delay caused by strikes, lock-outs, damage to their breakdown of plant, government interference, earthquake, civil commotion, force majeure, or any other cause beyond their control.

4.3. At the Supplier’s discretion, the Customer shall be liable to pay any interest on any monies due and payable to the Supplier, such interest to be charged to the Customer’s account. The rate of interest shall be 2% per month, or part thereof. The interest shall commence to accrue at the expiration of the period allowed to the Customer for payment of accounts as defined in Clause 2.

4.4. As usage and loading is completely outside the Supplier’s control no warranties are offered or implied other than to replace any component proved to be of faulty manufacture. Any claim must be made within seven (7) days of invoice date. For warranty claim, all goods must be returned to the Supplier’s New Plymouth warehouse with freight charges, both ways paid by claimant.

4.5. The Supplier will not be liable for any direct, indirect, or consequential loss howsoever and whatsoever arising. The Supplier is not liable for any incidental, indirect, special or consequential loss or damage even if it should have known of the possibility of such damages arising out of or in relation to its performance or non-performance of this contract and any claims, demands or actions against the Customer by a third party even if it should have known of the possibility of damage to that third party.

4.6. Any Council/Authority/Code etc., compliance and/or approval is to the Supplier’s Customer’s responsibility in all aspects.

4.7. Complete responsibility and care for the goods passes to the Customer ex the Supplier’s works. The transportation of the goods (and any installation) is to be to and by the Customer’s instructions.

4.8. It is to be noted that until the total cost of the transaction and all other monies which may become payable by the Customer to the Supplier under this agreement have been paid:

4.8.1. Property (ownership) in the goods shall not pass to the Customer

4.8.2. The Customer shall not damage, alter or deface the goods but shall keep them in good order and repair, fair wear and tear expected.

4.8.3. The Customer shall not part with possession of the goods except with the Supplier’s consent.

4.8.4. The Customer shall notify the Supplier before removing the goods from the place in installation given above and shall obtain the consent of the Supplier before removing the goods from New Zealand.

4.8.5. The Customer shall notify the Supplier within 24 hours if the goods are seized or taken out of the buyer’s possession for any reason whatsoever, giving full particulars and the address (if known) to which the goods have been removed.

4.9. No goods to be returned without prior consent in writing.

4.10. The Customer must advise the Supplier immediately of any Event or Default or any action by third parties (including any of its creditors) affecting the Supplier's interest in the goods.

5. Delivery

5.1. The Supplier shall not be responsible or liable in any way to the Customer for delays or defaults in delivery of the order or any part of it, nor for any direct or consequential loss or damage arising from any such delay or default. Delay or default in delivery does not entitle the Customer to cancel any order.

6. Guarantees And Conditions.

6.1. Except as provided in these terms, no representation, warranty or condition shall be implied against the Supplier (including but not limited to those conferred in the Sales of Goods Act 1908), unless it is in writing and signed by the Supplier.

6.2. The Customer acknowledges that the Supplier does not provide any express guarantees (as defined in the Consumer Guarantees Act 1993) other than those expressly confirmed by the Supplier

6.3. The Customer indemnifies the Supplier upon demand against any liability of cost incurred by the Supplier under the Consumer Guarantees Act 1993 as a result of any breach by the Supplier of any of its obligations pursuant to these terms and conditions.

6.4. Nothing in these Terms and Conditions is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act, and these Terms and Conditions are to be modified to the extent necessary to give effect to that intention.

7. Limits of the Supplier's Ability

7.1. Regardless of anything to the contrary in these terms, if the Goods are purchased for business purposes, the Consumer Guarantees Act 1993 does not apply to these terms; and

7.1.1. The liability of the Supplier to the Customer shall not in any case exceed the purchase price of the Goods in respect of which such liability arises;

7.1.2. The Supplier will have no liability for damages or consequential loss to the Customer arising from such breach;

7.1.3. The Supplier will not be responsible for any damages whatsoever to the Goods resulting from the malfunction of such Goods where they are:

7.1.3.1. Fitted by unequal tradespeople;

7.1.3.2. Fitted in an untradespersonlike manner;

7.1.3.3. In any way adapted to a use to which they are not specifically intended; and/or

7.1.3.4. Added to or repaired by components not recommended or approved by the Manufacturer of the Goods; and

7.2. Where the Consumer Guarantees Act 1993 does not apply to these Terms, the Customer may reject non-conforming or defective Goods by lodging a claim with the Supplier within seven (7) days of receipt, quoting the packing slip numbers and date, and the Supplier may, in its sole discretion, repair, replace, or refund the purchase price of the Goods. No Goods are refundable after seven (7) days.

8. Personal Property Securities Act 1999 (PPSA)

8.1. Without limiting anything else in these Terms and Conditions, the Customer acknowledges that:

8.1.1. These Terms and Conditions create, in favour of the Supplier, a security interest in all present and after acquired Goods (being, for the avoidance of doubt, all the Customer's present personal property and after-acquired property except for any item of personal property which has not (or which is exclusively the proceeds of any item of personal property which has not) been supplied by the Supplier to (or for the account of) the Customer) to secure the payment by the Customer to the Supplier of the Amount Owing; and

8.1.2. These Terms and Conditions will apply notwithstanding anything, express or implied to the contrary contained in any purchase order (or its equivalent, whatever called) of the Customer; and

8.1.3. The Security Interest shall continue until the Supplier gives the Customer a final release.

8.2. The Customer Undertakes to:

8.2.1. Promptly do all things, sign any further documents and/or provide any information which the Supplier may reasonably require to perfect and maintain the perfection of its Security Interest (including by registration of a financing statement);

8.2.2. Give the Supplier (addressed to the Financial Controller or equivalent) not less than 14 days prior written notice of any proposed changes in the Customer's name and/or any other change in the Customer's details (including, but not limited to, changes in the Customer's address, facsimile number, trading name or business practice).

8.3. The Customer waives its right to receive a verification statement in respect of any financing statement relating to the Security Interest.

8.4. To the extent permitted by law, the Customer and the Supplier contract out of:

8.4.1. Section 114(1)(a) of the PPSA; and

8.4.2. The Customer's rights referred to in sections 107(2)(c), (d), (h), and (i) of the PPSA.

8.5. The Customer agrees that the Security Interest has the same priority in relation to all amounts forming part of the Amount Owing, including future advances.

9. Use of Information

9.1. The Customer irrevocably authorises the Supplier to receive, use and disclose information about the Customer or any other person (including members of and associated with Adsafe Ltd and any credit or debt collection agencies) to assist credit approval, debt collecting, direct marketing activities and management of any credit facility granted to the Customer.

9.2. The Customer must notify the Supplier of any change in circumstances that may affect the accuracy of the information provided by the Customer to the Supplier.

9.3. If the Customer is an individual (i.e. natural person) the Customer has rights to access and correlation of information held by the Supplier.

10. Dimensions and Specifications.

10.1. Dimensions and Specifications contained or referred to in any agreement or in any publications maintained or issued by the Supplier are estimates only. Unless otherwise expressly agreed in writing it is not a condition of any agreement that the goods will correspond precisely with such dimensions and specifications and customary tolerances or reasonable tolerances will be allowed.

10.2. The Customer specifically warrants and represents to Apex Safety Products 2007 Ltd. (The Supplier) that all the goods and services that it acquires under this agreement are required for the purposes of a business and that Section 42(2) of the Consumer Guarantees Act applies.

11. Change of Name:

11.1. The Customer shall notify the Supplier in writing no later than seven (7) days following any change of the Customer’s name and such notification shall be accompanied by documentary evidence of the Customer’s new name.

12. Amendments or Variations:

12.1. These terms may be amended or varied by the Supplier and the purchase of goods after a copy of such amended or varied terms has been provided to the Customer shall constitute acceptance.

13. Termination:

13.1. The Supplier shall, entirely at its discretion, be entitled to terminate written notice with immediate effect any credit arrangement with the Customer and thereafter to supply goods on a cash sale basis only.

14. Interpretation.

In these Terms and Conditions:

14.1. 'Amount Owing' means, at any time, the unpaid price charged by the Supplier for the Goods, and any other sums which the Supplier is entitled to charge under these Terms and Conditions or which are otherwise owing by the Customer to the Supplier (in whatever capacity).

14.2. An 'Event of Default' means an event where:

14.2.1. The Customer fails to comply with these Terms and Conditions or any other agreement with the Supplier; or

14.2.2. The Customer is subject to any event which is in the nature of dissolution, winding up, bankruptcy, liquidation, insolvency or receivership, or which may generally precede such an event; or

14.2.3. An event occurs or information becomes known to the Supplier, which in the Supplier's opinion, might materially affect the Customer's creditworthiness, the value of the Goods the subject of the Security Interest, or the Customer's ability or willingness to comply with its obligations under these Terms and Conditions or any other agreement with the Supplier; or

14.2.4. Any guarantor of the Customer's obligations under these Terms and Conditions is in default under any agreement with the Supplier (in any capacity)

14.3. 'Goods' means all Goods supplied from time to time by the Supplier to the Customer, provided that:

14.3.1. (but solely for the purpose of the application of the PPSA) where the Goods supplied are inventory of the Customer, then all references to Goods in these Terms and Conditions shall, in respect of those Goods, be read as references to inventory for so long as they are held as inventory; and

14.3.2. Where the Goods supplied are not inventory of the Purchaser, then all references to Goods in these Terms and Conditions shall ,in respect of those Goods, mean the Goods described in any one or more of teh relevant order form, packing slip or invoice (or its equivalent, whatever called), prepared by the Supplier and relating to those Goods, on the basis that each such order form, packing slip or invoice (or its equivalent) is deemed to be assented to by the Customer, incorporated in, and and form part of, these Terms and Conditions, and (unless the context requires otherwise) includes all proceeds of such Goods and any product or mass which the Goods subsequently become part of.

14.4. 'Seller' means the entity identified at the top of these Terms and Conditions, namely "Adsafe Ltd", and includes that entity's permitted successors and assigns.

14.5. 'Security Interest' means the security interest provided for by these Terms and Conditions.

14.6. References to the PPSA, the Consumer Guarantees Act 1993 and the Privacy Act 1993 include that legislation as it is from time to time amended, re-enacted or substituted and any statutory instruments, regulations and orders issued under such legislation.

14.7. Unless the context otherwise requires, words and phrases have the meanings given to them in, or by virtue of, the Personal Property Securities Act 1999.

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