CONDITIONS OF TRADING WITH SPECIALIZED TECHNOLOGIES NZ Ltd

In these Conditions:

Conditions : are these terms and conditions, any special terms and conditions on the face of any written Tender or the Vendor’s written acceptance of the Buyer’s order; Contract : is the
contract for the purchase and sale of the Goods or Service; Buyer : is the person who accepts a quotation of the Vendor for the sale of the Goods or Service or whose order for the Goods
or Service is accepted by the Vendor; Goods : are the goods (including any installment of the goods or any parts for them) which the Vendor is to supply; Tender : is a tender made by the
Vendor’s authorized representative and includes any quotation; Vendor : is Specialized Technologies NZ Ltd, PO Box 15246, Tauranga, NZ

1. BASIS OF THE SALE
1.1 All Goods and Services are sold subject to the Vendor‘s prior approval of the Buyer’s credit and to the Conditions, which shall govern the Contract to the exclusion of any other terms
and conditions subject to which any Tender is accepted or purported to be accepted, or any order is made or purported to be made, by the Buyer.
1.2 Any advice or recommendation given by the Vendor or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or Services
which is not confirmed in writing by the Vendor is followed or acted upon entirely at the Buyer's own risk and, accordingly, the Vendor shall not be liable for any such advice or
recommendation which is not so confirmed.
1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Vendor
shall be subject to correction without any liability on the part of the Vendor.

2. CONTRACT
2.1 The Vendor’s quotation shall be deemed to be an invitation to the Buyer to make an offer to purchase the Goods subject to the Conditions and such offer by the Buyer shall not
constitute a valid Contract until accepted by the Vendor’s authorized representative.
2.2 The Vendor reserves the right at any time to refuse orders and cancel any incomplete orders or to suspend delivery due to circumstances outside its direct control.
2.3 The Buyer is responsible for ensuring the accuracy of the terms of any order and for giving the Vendor any necessary information, including specifications and details of models
within a sufficient time to enable the Vendor to perform the Contract.

3. DELIVERY
3.1 The place for delivery of the Goods or service will be notified to the Vendor by the Buyer prior to dispatch. If the Buyer fails to take delivery of the Goods, meet the installation team,
or fails to give the Vendor adequate instructions at the time stated for delivery or installation then the Vendor may charge the buyer at the hourly labor rate.
3.2 Any periods or times stated for delivery or for compliance with any other contractual obligation on the Vendor’s part (“Estimated Times”) are estimates only. The Vendor shall not be
responsible for loss or damage resulting from delay or failure to notify the Buyer of any delay. Changed specifications or instructions may result in changes to Estimated Times.

5. CANCELLATION AND RE-SCHEDULING
5.1 No order which has been accepted by the Vendor may be cancelled or re-scheduled by the Buyer except with the agreement in writing of the Vendor (which shall normally involve a
cancellation charge) and on terms that the Buyer shall indemnify the Vendor in full against all loss (including loss of profit), costs (including the cost of all labor and materials used),
damages, charges and expenses incurred by the Vendor as a result of cancellation. The Vendor reserves the right to charge a 25% re-stocking administration fee for unused purchases.
5.2 The Vendor may cancel the Contract with the Buyer by giving written notice in the event that:-
5.2.1 any invoices for the sale of the Vendor’s Goods are overdue for payment;
On the giving of such notice of cancellation, the Vendor shall repay to the Buyer any sums paid in respect of the price of the Goods.

6. RETURN OF GOODS AND RETURNS PROCEDURE
6.2 The Buyer must ensure Goods are returned in original packaging complete with all cables, manuals, and disks/CD’s, failure to comply will render the warranty void. The Vendor
reserves the right to make a $25 + gst administration charge per order for any Goods or service received physically damaged, not to be found faulty or Goods from which security labels
have been removed or damaged.
6.3 If the Buyer wishes to return any Goods purchased in error or incompatible for the intended use, the Vendor reserves the right to charge a 25% re-stocking fee.
6.5 Any Goods returned to the Vendor without a valid reason will not be accepted by the Vendor and will be returned to the Buyer freight collect. The Vendor shall specifically not accept
the Goods unless it includes the original packaging.

7. PAYMENT AND INTEREST
7.1 All prices are quoted subject to acceptance within any period specified and to any increase which may occur as a result of factors falling outside the control of the Vendor.
7.2 GST and any other duties or taxes where applicable will be added to all invoices at the rate ruling at the date of dispatch. Credit card payments are subject to a surcharge of 7.5% per
transaction
7.3 Quotations are made at current prices and are exclusive of the costs of packaging, carriage, insurance and unloading. Quotations may be withdrawn at any time prior to acceptance of
order and shall automatically be taken to have lapsed after 14 days from the date of the Tender.
7.4 Payment shall either be made in full when ordering the Goods or service or the Goods shall be accepted C.O.D. unless the Buyer has a credit account with the Company. If the Buyer
has a credit account with the Company, payment shall be made on the date on which the Vendor issues its invoice (the “Invoice Date”). In the event that the invoice is not paid by the
Buyer within 30 days of the month end following from the Invoice Date then the Vendor shall be entitled to charge interest on late payments from the Invoice Date at a rate equivalent to
the rate of 3.5% above the national interest rate available at the time of the invoice. The Vendor reserves the right at the Vendors discretion to refuse to establish a credit account for any
Buyer, to refuse credit to any Buyer notwithstanding that a credit account may already have been established, and to withdraw credit account facilities without prejudice to the Vendors
rights.
7.5 If the Buyer has a credit account with the Vendor, the credit limit as determined from time to time by the Vendor shall not be exceeded without the written consent of the Vendor’s
authorized representative. Credit terms may be withdrawn at the discretion of the Vendor.

8 RETENTION OF TITLE AND RISK
8.1 The risk in the goods shall pass to the Buyer on delivery or installation of the Goods. At that moment, the Buyer shall become responsible for the care and protection of the goods and
shall take out at its own expense adequate and comprehensive all risks cover on the goods (with a note of the Vendor’s interest endorsed therein until the Vendor has received payment of
the price in full).
8.2 Notwithstanding delivery and the passing of risk in the goods, title in the goods (including full legal and beneficial ownership) shall not pass to the Buyer until the Vendor has received
(in cash or cleared funds) payment in full for all Goods and service supplied by the Vendor to the Buyer under all contracts between them. Payment of the full price for the Goods shall
include the amount of any interest or other sums payable under contracts between the Vendor and the Buyer.

9. TERMINATION
9.1 The Vendor shall have the right immediately to terminate, or suspend any further deliveries under, the Contract or any other contract with the Buyer without any liability to the Buyer,
and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:
9.1.1 the Buyer fails to make any payment when due or breaches any provision of the Contract;

10. DEFAULT
The Buyer shall fully and effectively indemnify the Vendor against the total expense to the Vendor arising out of the Buyer’s breach or breaches of these conditions of sale. Such expense
shall include (without limitation) (1) all expenses incurred by the Vendor in souring and building the goods (2) all court fees (3) all amounts payable to the Vendor's professional advisers
(payable on an indemnity basis) in pursuing claims against the Buyer for breach or breaches of these conditions of sale and for enforcing any judgment/s and/or order/s (4) all amounts
payable to the Vendor’s insurers and/or debt recovery agents, in each case including anticipated sums payable by the Vendor only after payment of any sums from the Buyer.

11. GUARANTEE
Unless otherwise stated all Goods carry a twelve month return to base guarantee from invoice date. If any Goods are or become faulty or defective by reason only of the use of defective
materials or workmanship within a period of twelve months from the date of invoice, the Vendor will at the Vendors option either replace or repair such Goods provided that the Buyer
shall have notified the Vendor in writing of the fault or defect in the Goods, and shall have returned the faulty or defective Goods to the Vendor for inspection in accordance with clause 6
of these conditions.
11.1 The Vendor reserves the right to terminate the guarantee if the Goods became defective due to willful damage, negligence, abnormal working conditions, failure to follow the
Vendors instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Vendors written approval. The Vendor shall be under no liability to honor the
guarantee of any Goods (or any other warranty condition or guarantee) if the total price of the Goods has not been paid for by the due date for payment.
11.2 For parts, materials or equipment not manufactured by the Vendor, the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to
the Vendor.

12. FORCE MAJEURE
The Vendor shall (1) in any event not be liable for loss or damage and (2) be entitled to cancel or rescind the contract if the performance of its obligations under the contract is in any way
adversely affected by any cause whatsoever beyond the Vendor’s control including (but not limited to) the delays or default of any sub-contractor, war, strike, lock-out, trade disputes,
flood, accident to plant or machinery, shortage of materials or labor."