1. APPLICATION:

1.1 These terms apply to all offers, quotations and agreements entered into between the Vendor and the Purchaser for the supply of goods and services.

1.2 The placement of an order shall be deemed to be acceptance of these terms by the Purchaser.

1.3 In the case of any conflict arising between these terms and any other terms of the Purchaser, these terms shall prevail.

2. NON CONTRACTUAL TERMS: All performance figures are based on estimates only and the description of the goods in the contract and in all drawings, specifications, brochures, catalogues and other information supplied is given as an aid to identification or description of the goods or services and is not a condition that the goods or services shall correspond precisely with any such description.

3. PRICE:

3.1 All prices are quoted on prevailing rates. Any increases in costs to the Vendor for goods or services whenever and howsoever arising shall be payable by the Purchaser.

3.2 Where applicable Goods and Services Tax shall be charged and payable in addition to the quoted price.

3.3 Quotations remain open for acceptance for a period of 30 days. Any offer may be withdrawn by the Vendor at any time before acceptance.

4. PAYMENT:

4.1 Payment of the price and any price increases shall be made in full without deduction as follows:

(a) Immediately upon delivery of any machine;

(b) On the 20th of the month following invoicing for parts and services;

(c) At the point of sale in respect of all cash sales of goods.

4.2 The Vendor may charge interest at the rate of 10% per annum (calculated daily) above its prevailing bank overdraft rate in respect of any overdue account up to and including the date of payment together with all associated costs incurred in recovering payment.

5. DELIVERY AND RISK: Delivery shall occur when the Vendor hands possession and control of the goods to the Purchaser or to a third party for transportation. Thereafter the goods shall be at the sole risk of the Purchaser and all costs of insurance, freight and delivery shall be paid by the Purchaser PROVIDED HOWEVER that the Vendor shall be under no obligation to arrange any such insurance, freight or delivery on behalf of the Purchaser.

6. DELAYS AND NON-DELIVERY: The Vendor shall not be liable for any loss or damage suffered by the Purchaser due to non-performance, non-delivery or delay in delivery of the goods howsoever arising through no fault of the Vendor.

7 PROPERTY:

7.1 Notwithstanding the passing of risk, the goods shall remain the sole property of the Vendor until the Purchaser has paid for the same in full together with all sums due from the Purchaser to the Vendor. Receipt by the Vendor of any cheque or other bill of exchange or any promisory note shall not be deemed to be payment or conditional payment until the same has been honoured or cleared and until such time shall not prejudice or affect the Vendor’s rights, power or remedies against the Purchaser and/or the goods.

7.2 Until payment in full has been made for the goods and all other sums due to the Vendor, the Purchaser acknowledges and agrees as follows:

(a) The goods are held by the Purchaser as bailee and may only be resold as the agent for and on behalf of the Vendor.

(b) The Purchaser shall store the goods separately from the Purchaser’s own goods and any other goods supplied to the Purchaser.

(c) The Purchaser hereby irrevocably gives the Vendor, its agents and servants leave and licence without the necessity of giving any notice to enter on and into any premises occupied by the Purchaser to search for and remove any of the goods supplied in which the Vendor has ownership without in any way being liable to the Purchaser or any person or company claiming through the Purchaser. If the goods or any of them are wholly or partially attached to other goods, the Vendor may, where practical, disconnect or sever in any way whatsoever as may be necessary to remove the goods.

(d) The Purchaser in reselling the goods as the Vendor’s agent shall not represent to any other person that it is acting for the Vendor and the Vendor will not be bound by any contract with any other person to which the Purchaser is a party. The Purchaser shall pay into a separate account the proceeds from the resale of the goods and shall pay the full price of the goods together with all or any other outstanding indebtedness to the Vendor from this account.

(e) This clause is inserted to protect the Vendor and is intended to enable the Vendor to retake possession of the goods, and at the Vendor’s option to resell the goods which it has resumed possession of, following the default of the Purchaser and in the event of the receivership or insolvency of the Purchaser.

(a) If one or more of the provisions of this clause 7 shall be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect.

8. CLAIMS:

8.1 The Vendor warrants all the new equipment manufactured by it against faulty workmanship or materials for 30 days and agrees to replace or repair the same at its cost (excluding travelling costs and expenses).

8.2 Proprietary articles supplied as part of the goods are subject only to the warranty given by the makers of the articles.

8.3 No claim will be met for damages due to fair wear and tear, lack of lubrication, dirt, non-compliance with operating instructions, misuse, neglect or accident. This warranty will be effective only where the Purchaser has complied with its payment obligations. To the fullest extent permitted by the law, this warranty shall be the Purchaser’s sole remedy against the Vendor.

9. GENERAL WARRANTY EXCLUSIONS: To the fullest extent permitted by the law the Vendor shall not otherwise be liable, whether under any statute, regulation, by-law or at common law or otherwise for any damage, loss or injury caused by any defect or non compliance of the goods or services of the Vendor. The Vendor shall not be liable for any consequential, indirect or special damage or loss of any kind whatsoever nor shall the Vendor be liable for any damage or loss caused to the Purchaser’s servants, agents, customers or other persons whomsoever.

10. CREDITS: Any credit note, discount, rebate or allowance to the Purchaser shall be deemed to be without prejudice and shall not be effective unless all monies owing have been paid and all obligations have been fulfilled by the Purchaser in accordance with these terms. Discounts shall not apply to sales tax, freight or other extras or ancillaries. Credits for returned parts are at the Vendor’s discretion provided the parts:

(a) are returned within 14 days of receipt.

(b) are returned freight free.

(c) are in good saleable condition in manufacturer’s/supplier’s original containers, unsoiled and undamaged.

(d) are accompanied by number and date of supplying invoice.

(e) are not a procured item.

11. DEPOSIT: All monies, prepayments, deposits and trade-ins shall be deemed to be a deposit as security for the due performance of the contract.

12. TRADE-INS: The title to a trade-in shall pass to the Vendor at the time of receipt by the Vendor. The Purchaser warrants that his title to the trade-in is unencumbered and that a valid title passes to the Vendor.

13. USED GOODS: Notwithstanding anything to the contrary the Vendor shall have no liability in respect of any used goods sold by it other than to deliver up the goods. No representation, statement, warranty or agreement whether collateral or otherwise shall be binding on the Vendor. All repairs after date of delivery shall be at the Purchaser’s expense.

14. RENTAL AND HIRE EQUIPMENT: Where equipment is supplied for hire the hirer shall be bound by the separate terms and conditions governing the hire and rental of such equipment supplied by the vendor. If the vendor has assigned a supplier, the hirer shall be bound by the separate terms and conditions governing the hire and rental of such equipment supplied by the assigned supplier of the rental equipment.

15. NON-COMPLETION OF CONTRACT: Notwithstanding but without limiting any other remedy at law if a contract of sale, hire purchase or rental is not concluded by the Purchaser for any reason, the Purchaser shall be liable at the discretion of the Vendor either to pay a reasonable sum for costs incurred by the Vendor including but not limited to costs of repossession, repairs to the goods, and breach of other commitments, together with a reasonable sum for loss of profits or to forfeiture of the deposit. In either case the Vendor may set-off all payments, deposits or trade-ins provided that the Vendor may at his discretion return the trade-in or retain the trade-in and credit the value of the trade-in at the time of receipt by the Vendor, less the value of any repairs or improvements carried out by the Vendor.

16. CHANGES IN DESIGN: The Vendor reserves the right at any time to change the design, construction or materials of the goods but shall not be required to incorporate such changes in goods already delivered.

17. PATENTS, DESIGNS ETC.: Where the Vendor has followed a design or instructions furnished or given by the Purchaser, the Purchaser shall indemnify the Vendor against all losses, damages, penalties, costs and expenses of the Vendor or in respect of which the Vendor may become liable to any other person, firm or company arising from the Vendor in following such design or instructions, infringing any patent, trademark, copyright, registered design or breaching any statutory provision or any common law or equitable right. The Purchaser warrants that any design or instruction furnished or given by the Purchaser to the Vendor will not cause the Vendor in execution of the order to infringe any of the aforesaid rights. The Purchaser acknowledges that the Vendor may supply any other person, firm or company with goods of the same or a similar design to those being supplied to the Purchaser unless this would breach a design which constitutes the original work of the Purchaser. The Vendor shall be entitled to utilise any know-how which it obtains or develops for filling the Purchaser’s order.

17. WAIVER: All the original rights, powers, exemptions and remedies of the Vendor shall remain in full force notwithstanding any neglect, forbearance or delay in the enforcement thereof. The Vendor shall not be deemed to have waived any conditions unless such a waiver be in writing from the Vendor and any such waiver shall apply to and operate only in the particular transaction, dealing or matter.

18. INTERPRETATION: These terms shall be given a fair, large and liberal interpretation to the fullest extent permitted by law and shall not be construed against the Vendor.

19. PROPER LAW: All contracts shall be governed by the law of New Zealand and the Purchaser hereby submits to the exclusive jurisdiction of the New Zealand Courts.

EFFECTIVE 1st AUGUST 2000