1. DEFINITIONS

1.1 “Customer” shall mean any person or entity receiving products and/or services from JHC, and any person acting on behalf of and with the authority of that person or entity and any person signing the JHC Credit Application Form.

1.2 “Goods” shall mean:

1.2.1 All goods, services and advice provided by us to you and shall include without limitation the supply of associated goods and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of goods by JHC to the Customer; and

1.2.2 All of the Customer’s present and after-acquired goods that we have performed work on or to or in which goods or materials supplied or financed by us have been attached or incorporated.

1.2.3 The above descriptions may overlap but each is independent of and does not limit the others.

1.3 “JHC” shall mean John Hewinson Canvas Limited, or any agents or employees thereof.

1.4 “Price” shall mean

1.4.1 The total cost to the Customer of the goods as appearing in any invoice issued by JHC and may include a deposit, freight and all disbursements e.g. charges JHC pays to others on the Customer’s behalf. GST is payable by the Customer in addition to the contract price unless JHC expressly states otherwise in writing.

1.4.2 The price to be paid shall be according to any quotation submitted by JHC to the Customer. If no quotation has been submitted, the prices shall be according to the price list in force at the time of dispatch of the goods. If neither of these apply, the price shall be as indicated on an invoice by JHC upon completion of the order.

2. ACCEPTANCE

2.1 These terms and conditions apply to the supply of any goods supplied or provided by JHC to the Customer, unless specified otherwise in writing, and prevail over any other terms even if before this agreement or at some later date we purport to accept other terms unless we do so expressly under this clause.

2.2 On requesting or placing any order for goods from or with JHC the Customer shall be deemed to have read, understood and accepted these terms and conditions.

2.3 JHC reserves the right to review and change these terms and conditions at any time.

3. CUSTOMER DETAILS

3.1 The Customer will at JHC’s request promptly provide all necessary complete, accurate and up-to-date information that JHC deems relevant to consider the Customer’s credit application and/or the ongoing supply of credit to the Customer. All information collected will be held exclusively by JHC. JHC may refuse to provide credit to the Customer if the requested information is not provided.

3.2 The Customer shall give JHC at least 14 days’ prior written notice of any proposed change in the Customer’s contact details including, but not limited to, changes of operational control, directorship, address, and/or trading name.

3.3 The Customer authorises JHC to collect, retain and use any information about you from any person, for the purpose of assessing your credit worthiness, enforcing any rights under this contract, or marketing any goods provided by JHC to any other party including contact the credit references given by the Customer and to collect any information from those referees that JHC deems relevant to consider the Customer’s credit application and/or the ongoing supply of credit to the Customer.

3.4 The Customer authorises JHC to disclose any information obtained to any person for the purposes set out in clause 3.3.

4. PAYMENT

4.1 Unless specified otherwise by JHC in writing payment shall be made in full by the 20th of the month following the month of invoicing (“the due date”).

4.2 If the Customer does not pay the full amount invoiced by the due date, then the Customer shall pay default interest on the unpaid amount at the rate of 2.5% per month, compounding monthly, from the due date until the date of actual payment in full of the unpaid amount together with any default interest accrued thereon.

4.3 The Customer agrees to fully indemnify JHC for any costs incurred by JHC arising out of, or incidental to, the enforcement or attempted enforcement by JHC of its rights under this contract, including but not limited to solicitor-client costs and/or debt collector fees, disbursements and charges.

4.4 A deposit may be required and if so it shall be paid immediately an order is placed by the Customer. All and any deposits paid are non-refundable.

4.5 JHC reserves the right, at its sole discretion, to withdraw credit facilities at any time from the Customer.

5. QUOTATION

5.1 Where a quotation is given in writing by us for goods:

5.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and

5.1.2 Prices quoted shall be exclusive of GST unless specified otherwise in writing;

5.1.3 Prices quoted by JHC shall be subject to adjustment, correction or withdrawal at any time before acceptance of the Customer’s order by JHC. Unless specified to the contrary, prices quoted are “ex JHC premises”, and freight will be charged where applicable.

5.1.4 Prices quoted by JHC may be increased by the amount of any increase, between the date of quotation and the date of delivery of the goods, in the cost of materials, freight, labour, duties or levies.

5.2 Where goods are required in addition to the goods specified in the quotation, the Customer agrees to pay for the additional cost of such goods.

5.3 A quotation that is not in writing on JHC’s letterhead shall not be valid and JHC shall not be bound by it.

6. RISK AND RESERVATION OF TITLE

6.1 Risk shall pass to the Customer when the goods leave JHC’s premises, even though JHC may arrange delivery or

insurance cover.

6.2 JHC shall retain title to the goods sold until they are paid for in full whether or not the goods have been supplied to the Customer. Full payment includes the whole of the price and any other sum(s) payable by the Customer on any account whatsoever, including any default interest incurred. Until full payment is made the Customer undertakes to: 1) ensure that the goods will at all times be able to be identified as the property of JHC; 2) maintain the goods in the same condition they were in when supplied to the Customer (subject to clause 6.3 below); 3) pay all proceeds to JHC if the goods are sold to a sub-buyer; 4) notify JHC immediately of any change in the address at which the goods are kept; 5)not grant a security interest over the goods to a third party.

6.3 If the goods are attached, fixed, or incorporated into any of the Customer’s property, by way of any manufacturing or assembly process by the Customer, JHC or any third person, title in the goods shall remain with JHC until the Customer has made full payment for all goods, and where those goods are mixed with other property so as to be part of any new goods, title to the new goods shall be deemed to be assigned to JHC as security for the full amount the Customer owes JHC.

6.4 If the Customer fails to comply with JHC’s terms of payment, JHC shall have all rights and remedies as may be available to it, whether in law or equity or otherwise howsoever arising, and JHC or its authorised agent may enter upon any premises where the goods are situated and take possession of such goods. The Customer shall fully indemnify JHC for any claim and/or demand which may be brought against JHC in respect of such entry and taking of possession.

7. PERSONAL PROPERTY SECURITIES ACT 1999

7.1 JHC shall have a Purchase Money Security Interest in all goods sold to the Customer until full payment has been made by the Customer in respect of all amounts invoiced to the Customer.

7.2 The Customer gives JHC a security interest in all of the Customer’s present and after-acquired property that JHC has performed services on or to or in which goods or materials supplied or financed by JHC have been attached or incorporated.

7.3 The Customer acknowledges that the above clause create a security interests (as that term is defined in the Personal Property Securities Act 1999 (“PPSA”)) in the goods. JHC may perfect its Security Interest by registering a financing statement(s) pursuant to the PPSA. The Customer will at JHC’s request promptly execute any documents, provide all necessary complete, accurate and up-to-date information and do anything else required by JHC to ensure that the security interest constitutes a perfected security interest (as that term is defined in the PPSA) including all information required to register a financing statement on the personal property security register.

7.4 The Customer waives its right to receive a copy of any verification statement (as that term is defined in the PPSA) under s148 of the PPSA.

7.5 The Customer agrees that, to the extent permitted by s107 of the PPSA, the Customer shall have no rights under, and JHC shall have no obligations under, the provisions of Part 9 of the PPSA. JHC reserves its rights under Part 9 and the Customer further agrees that where JHC has rights in addition to those under Part 9 of the PPSA, those rights shall continue to apply.

8. MORTGAGE

8.1 For any goods supplied over $10.000 the Customer agrees that in the event of any default of the provisions of these terms and conditions and as security for all the Customer’s indebtedness to JHC from time to time, in consideration of among other things JHC forbearing to sue immediately for the debt, the Customer hereby irrevocably agrees to grant JHC a registered mortgage over all land in New Zealand in which the Customer has an interest on the most current Auckland District Law Society all moneys memorandum of mortgage form and acknowledge that JHC may lodge a caveat over all such land pending registration of such mortgage. The Customer hereby:

8.1.1 grants an irrevocable authority to JHC to execute such documents on the Customer’s behalf as may be required to perfect and register this interest, and

8.1.2 agrees to provide such assistance as may reasonably be required by JHC to execute and register such documents.

9. GENERAL LIEN

9.1 The Customer agrees that JHC may exercise a general lien against any goods or property belonging to the Customer that are in JHC’s possession for all sums outstanding under this contract and any other contract to which the Customer and JHC are parties.

9.2 If the lien is not satisfied within seven (7) days of the due date JHC may, having given notice of the lien at its option, sell such goods or part thereof upon such terms as JHC shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.

10. DEFAULT

10.1 “Default” by the Customer includes the following:

10.1.1 Non payment of any sum by the due date.

10.1.2 The Customer intimates that it will not make full payment by the due date.

10.1.3 Any goods are seized by any of the Customer’s other creditors or any other creditor intimates that he, she or it intends to seize the goods.

10.1.4 Any goods in the Customer’s possession are materially damaged before full payment is made by the Customer.

10.1.5 The Customer is bankrupted or insolvent or has committed any act of bankruptcy or assigned its estate for the benefit of the Customer’s creditors and/or being a company is subject to liquidation proceedings or the threat thereof or are voluntarily wound up and/or have a receiver appointed.

10.1.6 A Court judgment is entered against the Customer and remains unsatisfi ed for seven (7) days.

10.1.7 Any material adverse change in the Customer’s fi nancial position.

10.1.8 Any other breach of these terms and conditions or any agreement the Customer has with JHC.

10.2 If the Customer is in default JHC may cancel any agreement the Customer has with JHC without prejudice to JHC’s rights and remedies under that agreement and these terms and conditions and any security interest held by JHC shall become immediately enforceable.

10.3 If the Customer defaults JHC may suspend delivery of goods under any other contract it has with the Customer.

10.4 If the Customer defaults then the Customer agrees that goods fixed to the Customer’s land gives JHC a legal or equitable interest in the Customer’s land which entitles JHC to enter a caveat against the Customer’s land pursuant to the Land Transfer Act 1952 and its amendments or any legislation in substitution thereof.

11. DELIVERY

11.1 Unless otherwise specified in writing by JHC, delivery is deemed to be complete when the goods have been uplifted by the Customer or the Customer’s agent or JHC’s carrier.

11.2 Delivery dates are approximate only and are not of the essence of the contract. JHC will do its best to comply with any delivery date agreed with the Customer but shall not be liable for any delay or for consequential loss resulting from late delivery of goods or for loss or damage to goods after dispatch from JHC’s premises. Delay in delivery shall not entitle the Customer to cancel the contract.

11.3 If JHC is prevented from or is delayed in fulfilling JHC’s obligations to the Customer as a direct or indirect result of something out of the control of JHC, JHC may terminate its agreement with the Customer by giving written notice of termination to the Customer.

12. INSURANCE

12.1 Insurance for goods during delivery within NZ is the responsibility of the Customer, even if JHC arranges the carrier on the Customer’s behalf. Insurance for all export shipments is automatically included where export freight is arranged by JHC on behalf of the Customer. This insurance will be on-charged to the Customer.

13. LIMITATION OF LIABILITY

13.1 In respect of any implied warranties, conditions or terms imposed on JHC by law, its liability shall, where it is allowed, be limited to replacement or repair of such defect and shall not exceed the amount appearing in the relevant invoice. Claims by the Customer must be made in writing and received by JHC within 14 days after the date of delivery of the goods.

13.2 Notwithstanding anything else expressed or implied in these terms and except where a statute requires otherwise, JHC shall not be liable whether in contract, tort or otherwise for:

11.1.1 any injury to persons or damage to property; or

11.1.2 any direct, indirect, consequential, financial or economic loss or damage to property arising out of any act or omission of JHC.

13.3 The Customer shall fully indemnify JHC for any claim and/or demand which may be brought against JHC, whether caused or arising as a result of JHC’s negligence or otherwise, brought by any person in connect with the goods.

13.4 JHC shall not be liable for any delay or failure to perform its obligations if the cause of the delay or failure is beyond JHC’s control.

14. WARRANTY

14.1 No warranties expressed or implied in law, trade, custom or otherwise and no representations, descriptions, conditions or statements are binding on JHC unless set out in these terms or unless contracting out is prohibited by law.

14.2 Any written warranty that JHC provides to the Customer will also form part of these terms and conditions.

14.3 A warranty that is not in writing on JHC’s letterhead shall not be valid and JHC shall not be bound by it.

14.4 JHC gives no undertaking or warranty that goods supplied are fi t or suited for any particular purpose unless expressly

stated in writing by JHC.

15. CONSUMER GUARANTEES ACT 1993

15.1 The guarantees contained Consumer Guarantees Act are excluded where the Customer acquires or holds itself out as

acquiring the goods for the purpose of a business.

16. PERSONAL GUARANTEE

16.1 If the Customer is a registered company, trust or other organisation, then in consideration for JHC supplying or agreeing to supply Goods to the Customer on credit in accordance with and subject to these terms and conditions, each director of the company, trustee of the trust or principal of the organisation (as the case may be) and anyone who signs these terms and conditions and/or JHC’s Credit Application Form on behalf of the Customer, also signs this contract in their personal capacity and hereby personally undertakes as principal debtors to JHC, and guarantees, the due and punctual payment of all monies and performance and observance by the Customer of all terms, conditions and obligations to JHC, whether contained in these terms and conditions or at law or otherwise and indemnifies JHC against non-payment by the Customer.

16.2 Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and the Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.

17. AUTHORITY TO ENTER CONTRACT

17.1 Each signatory to JHC’s Credit Application Form and/or these terms and conditions warrants that he or she or it has the power and authority to bind the Customer to any agreement with JHC and to these terms and conditions.

18. RETURNS

18.1 Only if JHC agrees with the Customer, at JHC’s sole discretion, that the Customer shall have a right to return any goods, then:

17.1.1 All goods returned are subject to a 10% handling charge.

17.1.2 Returns will not be accepted after seven days from the date of purchase.

17.1.3 All goods returned must be in the same condition as when delivered to the Customer and must be accompanied by an invoice.

17.1.4 Delivery costs will not be refunded to the Customer and freight charges must be prepaid on goods being returned.

18.2 Procured goods are NON RETURNABLE.

19. CANCELLATION

19.1 An order for goods may not be cancelled by the Customer without the written consent of JHC. The Customer shall reimburse JHC for materials, labour and other incidental expenses incurred before the order was cancelled.

19.2 Any claim made by the Customer against JHC shall not entitle the Customer to cancel or refuse delivery of or payment for any other order by the Customer which has been accepted by JHC.

20. MISCELLANEOUS

20.1 Failure by JHC to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations JHC has under this contract.

20.2 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

TERMS AND CONDITIONS OF SALE