1. In these terms and conditions of sale:

“NZFH” means NZFH Ltd in NZ and NZFH Pty Ltd in AU or any of its related bodies corporate.

“Purchaser” means the purchaser of the Goods

“Goods” means the goods the subject of an Order by the Purchaser.

2. The Purchaser warrants and declares that any credit provided by NZFH is to be applied wholly or predominantly for business or investment purposes and not for personal, domestic or household purposes.

3. Order

(a) An order for goods constitutes an unconditional and irrevocable offer to purchase the Goods

by the Purchaser subject to these terms and conditions (“Order”).

(b) Acceptance of an Order by NZFH takes effect on delivery by NZFH of the Goods and an

agreement for the supply of goods comes into existence between NZFH and the Purchaser.

(c) NZFH may at its absolute discretion decline any Order either in whole or in part.

4. All Prices are subject to change without notice.

5. On or after delivery of the Goods, NZFH may provide an invoice to the Purchaser which

reproduces these terms and conditions for the information of the Purchaser. The invoice is not a contractual document.

6. Payment (Credit Customers):

(a) Payment must be made on the 30th of the month after the invoice date.

(b) If payment is not made when due, NZFH may:

i. withdraw any credit; and

ii. charge interest on all amounts owing by the Purchaser to NZFH on a daily basis at a rate equal to [2]% per annum above the rate currently known as the Secured Overdraft base of [ANZ Bank] Limited or any other rate replacing that rate, accruing and calculated on a daily basis.

(c) All costs incurred in the collection of outstanding debts or resolving disputes will be paid for by the Purchaser, including interest and legal fees.

7. Retention of title

Until full payment has been made of the price of any Goods purchased form NZFH in

accordance with these terms and conditions or otherwise:

(a) The price and any other sums payable to NZFH in accordance with these terms and

conditions or otherwise, shall become immediately due and payable if the Purchaser makes default in paying or if the Purchaser shall become bankrupt or commit any act of bankruptcy or compound with its creditors or have judgement entered against it in any court or, being a company, have a provisional liquidator, receiver or manager appointed.

(b) The property in the Goods shall not pass to the Purchaser and the Purchaser shall keep the Goods as bailee for NZFH (returning the same to NZFH upon request). The Goods shall nevertheless be at risk of the Purchaser from the time of delivery.

(c) NZFH is irrevocably authorized to enter any premises where the Goods are kept, and to use the name of the Purchaser and to act on it behalf, if necessary, to recover possession of the Goods.

(d) NZFH reserves the right to register their interest on PPSR.

8. The Recommended Retail Price set out or referred to in any Price Schedule distributed by NZFH is a recommended price only, and there is no obligation to comply with the recommendation. The provisions of the Fair Trading Act 1986 is to apply.

9. Risk and Insurance for Goods in transit are the responsibility of the Purchaser.

10. All Claims in relation to the Goods must be made in writing within 7 days of delivery. The Buyer must inspect all Goods supplied upon delivery.No returns will be accepted without the authority of NZFH, and the original invoice or delivery docket number must be quoted on all correspondence. Goods cannot in any circumstances be returned to the Seller:

(a) without the prior written consent of an authorized employee of the Seller; and

(b) unless accompanied by a delivery document showing the Seller’s Return Materials Advice number.

11. Product returns may be subject to 15% restocking fee.

12. NZFH and the Purchaser agree that the supply of goods by NZFH to the Purchaser under these terms and conditions is governed by the laws of New Zealand and agree to submit to non-exclusive jurisdiction of the Courts in New Zealand and any court hearing appeals from those Courts.

13. NZFH may from time to time at its absolute discretion vary these terms and conditions of sale.

14. The Purchaser expressly agrees and acknowledges that it is a condition of NZFH approving the Purchaser’s application for credit that any supply of Goods by NZFH is subject only to these terms and conditions. In no circumstances may the Purchaser introduce or attempt to introduce contractual terms governing such supply which are inconsistent with these terms and conditions.

15. The Products and technologies to be supplied by NZFH Ltd will not be exported, re-exported or transhipped in violation of any applicable export control laws and regulations promulgated and administered by the government of the country claiming jurisdiction over the parties or transactions. The Products and technologies to be supplied by NZFH Ltd will not knowingly be applied in the design, development, production, stockpiling or use of the weapons of mass destruction, such as nuclear, chemical and biological weapons or missiles to deliver any such weapons, nor for any use supporting these weapons activities. We further certify that these products and/or technologies will not be sold or disposed of to any party intending to use the products and/or technologies for any purpose or activity specified above.

16. NZFH will not be liable for any breach of contract due to any matter or things beyond NZFH’s control (including but not limited to transport stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident).