MASTERPET CORPORATION LIMITED - ("THE SUPPLIER")

TERMS AND CONDITIONS OF SALE

1. Acceptance by "the Customer", which term shall hereinafter include purchasers, and their successors or assigns, of goods in the course of trade from the Supplier, is, and shall be deemed to be, irrevocable acceptance of these conditions.
2. The price, which is payable in cash on or before the 20^th of the month following invoice, is subject to change without notice notwithstanding any estimate, quote, or published price list. Unless otherwise stated all prices are exclusive of GST, other taxes, freight or insurance charges which, if applicable, will be an extra charge. Quotations are valid for 14 days from date the signed quote is delivered to the Customer. The Supplier will not be responsible for any delay in delivery, nor will the Customer be entitled to cancel any orders because of any delay in delivery. Dates given for delivery are given in good faith but are not to be treated as a condition of the sale. Delivery by the Supplier to a carrier shall be deemed to be delivery to the Customer.
3. The Customer shall not be entitled to question the strict right of the Supplier to payment for its goods and/or services.
4. The purchaser grants the supplier a security interest in the goods for the credit given and costs if any to expire on payment in full of all amounts owing to the supplier.
5. Until payment in full the Supplier shall be entitled to retake possession of the goods. The Customer grants the Supplier an irrevocable right to enter (including break and enter) at any time any premises or place where the goods are held or thought to be held and to remove the goods. The Supplier may then resell the goods and retain the proceeds of such sale. Any shortfall shall be a debt owed by the Customer to the Supplier. All costs, expenses and other liability incurred in the exercise of these rights shall be a debt due to the Supplier.
6. The Supplier shall be entitled to additional reasonable security from the Customer in respect of any amounts that become overdue to the Supplier and the Customer hereby grants a registrable mortgage over any land in which the Purchaser or its director(s)/officer(s)/agent(s) has an interest, and/or debenture and/or chattel mortgage to the Supplier on terms identical to those for the time being standard to the Auckland District Law Society, in respect of all amounts overdue for a period of more than fourteen days. For this purpose the execution of a mortgage, debenture or chattel mortgage shall be deemed to take place on the date on which the Supplier receives notice of breach of these conditions by the Customer to which the Supplier has not agreed in writing.
7. The customer agrees that if, at any relevant time, the Supplier does not have priority over all other secured parties in relation to the vehicle, then the customer and the Supplier will, for the purposes of s109(1) of the Personal Property Securities Act (“PPSA”) , be deemed to have contracted out of that section but specifically on the basis that, as between them and for the purposes of this contract and the operation and application of the PPSA that s109(1) (but amended only by the deletion of the words “with priority over all other secured parties”) is reinstated and contracted back in.
8. The customer waives its right to: object to the suppliers proposal to retain the goods under s121 of the PPSA; not have goods damaged by the Supplier when it removes an accession under s125 of the PPSA; receive notice of the removal of an accession under s129 of the PPSA; apply to the Court for an order concerning the removal of an accession under s131 of the PPSA; receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to the security interest created by this agreement; and, receive notice of sale under s114(1)(a) of the PPSA.
9. In the event of non-payment or other breach of these conditions, the Customer will pay all of the actual costs of any debt collection incurred by the Supplier (including solicitor and client costs) and interest at the rate of 2.5% per month on all overdue amounts including all costs and in the event of legal action will pay continuing interest at that rate after judgment until full payment has been received by the Supplier. All payments shall be applied first in payment of default interest (if any). The Supplier reserves the right to not extend further credit on overdue accounts.
10. Prior to payment, the Customer shall hold the goods safe and ascertainable in its possession as bailee of the Supplier and keep the same properly insured. All carriers shall be deemed to be agents of the Customer. All claims for loss of or damage to goods must be made on the carrier within 30 days from the date of delivery. It shall be the sole duty of the Customer to: identify and keep separate all goods supplied pursuant to these conditions; to establish that the Supplier has been paid for all goods supplied by the Supplier which remain at any time in the possession of the Customer; to pay into a separate trust fund the proceeds of any sale, in breach of these conditions, of any goods supplied by the Supplier for which payment has not been made to the Supplier and from there only to the bank account of the Supplier or as directed by the Supplier; and to give notice of these conditions to its customers and to financiers of the Customer. Liquidated damages to the value of the total amount due to the Supplier accrue upon discovery by the Supplier of incorporation of the goods into any third party supplied or owned goods or property.
11. The Supplier shall be entitled to deliver and invoice by instalment and to withhold delivery of any instalment until all money due to the Supplier has been paid. If the Customer makes any default or commits any act of bankruptcy or becomes insolvent or has a receiver appointed or goes into liquidation then the Supplier may cancel any order to the extent that it is unfulfilled but without prejudice to its rights to payment or otherwise in respect of goods and/or services already delivered. In the case of force majeure either party may cancel any undelivered portion if delay in delivery exceeds 60 days.
12. STATUTORY DEMAND - Every Statement from the Supplier, to a Customer which is an incorporated company, is a STATUTORY DEMAND pursuant to and Section 289 of the Companies Act 1993. The sum due is that stated therein and is for goods supplied, full details of which have already been delivered. Take notice that if the Customer neglects or fails to pay the said sum, or fails to enter into a compromise or otherwise compound with the creditor, or fails to give a charge over its property to secure payment of the debt, to the reasonable satisfaction of the Supplier within 15 working days, or such longer period as the Court may order, of service of this notice then the said Supplier may apply to the High Court for an order to put the Customer company into liquidation.
13. All liability of the Supplier shall be limited to the value of the goods and/or services supplied within the thirty days preceding any claim by the Customer and all claims for replacement, repair, return, or mis-delivery shall be made in writing to the Supplier within ten working days of supply. The Supplier shall not be liable in any way whatsoever for any consequential loss, damages, or claim arising from the use to which the goods are put or intended to be put.
14. No time or other indulgence by the Supplier will affect the strict rights of the Supplier pursuant to these conditions of service. The agreed address for service of the Customer shall be the Customer's usual postal address.
15. The Customer acknowledges that personal information collected or held by the Supplier may be held, used and disclosed for the purposes of; assessing, from time to time, the Customer’s credit worthiness and obtaining credit references; maintaining the Supplier’s contracts and enforcing the Supplier’s rights thereunder; marketing the Supplier’s goods and/or services; providing personal information to any credit agency. The Customer authorises the Supplier to make, from time to time, any inquiries regarding the credit worthiness of the Customer to process any credit application or to maintain a credit account. The Customer authorises and instructs all referees, including banks, solicitors, and accountants, to provide all information to the Supplier, or its agents, in order to assist in obtaining payment. The Customer authorises any third parties to disclose to the Supplier any personal information held regarding the Customer. Under the Privacy Act 1993 the Customer has the right to access and request correction of, any personal information regarding the Customer held by the Supplier.
16. The Customer agrees that the Supplier has no liability in tort, contract, or otherwise, for any representations, express or implied, by the Customer or by statute, to the Customer’s customers. No dispute between the parties shall be subject to arbitration but shall be subject to New Zealand law and tried in a Court in New Zealand.
17. The Customer warrants to the Supplier that the goods are supplied to the Customer for use in trade and accordingly the Consumer Guarantees Act 1993 does not apply to this contract. The Customer agrees to indemnify the Supplier for any claims by consumers against the Supplier where the Purchaser or its agent has not legitimately contracted out of the Consumer Guarantees Act 1993.
18. The Customer acknowledges, by initialling this paragraph, that the Customer has been orally advised by the Supplier as to the way in which the Customer’s right to undisturbed possession of the goods could be affected and also that the Customer has received a written copy of this agreement. If this paragraph is not initialled and the goods are not for use in trade then the provisions of the Consumer Guarantees Act 1993 apply wholly unaffected by these conditions. Initials:__________
19. The Supplier will not be liable for faults or defects that occur for reasons beyond its control.
20. Any resale price indicated by the Supplier is a recommended price only and there is no obligation to comply with the Supplier’s recommendation.
21. The Customer, its directors (where applicable), and authorised officers agree to stand as surety and guarantor for all debts arising under this agreement and to stand jointly and severally as principal debtors in the event of non-payment by the Customer.
22. any case where these conditions conflict with any other conditions, for example, conditions of purchase, the conflicting conditions shall be of no effect against the Supplier and these conditions shall be deemed to be incorporated into the conditions of purchase as special conditions.
23. The Supplier reserves the right to alter these conditions without prior notice to the Customer.