SPECTRATECH LIGHTING LIMITED TERMS OF SALE PRICE The price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that such taxes are expressly included in any quotation given by the Seller. The price may be increased by the amount of any increase in the cost of any items (including any change in currency exchange rates) affecting the cost of supply, production and/or delivery of the goods between the date of the contract and the date of delivery. The Buyer is bound to pay the price from the time that the Seller accepts the Buyer's order, such acceptance to be in writing. A quotation does not give rise to a binding contract until the Buyer places an order which is subsequently accepted by the Seller. Alterations to any price list shall be effective from the date specified by the Seller at the time of giving notice to the Buyer. PAYMENT Payment is due by the end of the month following the date of despatch. The Seller may impose a credit limit at its discretion and alter the credit limit without notice. Where the credit limit is exceeded, the Seller reserves the right to refuse to supply goods to the Buyer. The Buyer may not withhold payment or make any deductions from any Amount Owing without the Seller's prior written consent. DELIVERY Delivery shall be made at the Seller's premises and shall take place at the time when the goods are made available for despatch at the Seller's premises. If the Seller subsequently arranges transportation, storage or insurance of the goods, the Seller does this as the Buyer's agent. The Buyer shall indemnify the Seller for any liability incurred by the Seller in providing this service, and pay any transportation costs incurred as a result (except where the contract specifies that the Seller is responsible for such transportation costs). The Seller may deliver the goods by instalments, and each instalment shall be treated as a separate contract under the terms of the contract. If the Seller fails to deliver or makes defective delivery of part of the goods, this does not entitle the Buyer to cancel the contract. Any time stated for delivery is an estimate only. The Seller is not liable for any delay in delivery. RISK AND OWNERSHIP Risk of any loss, damage or deterioration of or to the goods passes to the Buyer on delivery. Ownership of the goods remains with the Seller and does not pass to the Buyer until the Buyer: pays the Amount Owing and any other moneys owing by the Buyer to the Seller from time to time, whether in relation to the contract or any other contract or on any other account whatever ("Buyer's Indebtedness"): or resells the goods pursuant to these terms. While ownership of the goods remains with the Seller: The Buyer must store them separately and clearly identify them as belonging to the Seller. The Seller authorises the Buyer in the ordinary course of its business to use the goods or sell them for full consideration. This authority is revoked from the time that: an Event of Default occurs; or the Seller notifies the Buyer in writing that this authority is revoked. As the Buyer's agent, the Seller may enter the premises where the goods are stored and remove them, without being responsible for any damage caused in doing so. The Seller may resell any of the goods and apply the proceeds of sale in reduction of the Buyer's Indebtedness. The Buyer must advise the Seller immediately of any Event of Default or any action by third parties (including any of its creditors) affecting the Seller's Interest in the goods. The Seller may apply any payments received from or on behalf of the Buyer in reduction of theBuyer'sIndebtedness as the Seller thinks fit.If the Buyer resells or uses the goods before ownership of the goods has passed to the Buyer, the proceeds of such sale or use shall be received and held by the Buyer (in whatever form) in trust for both the Buyer and the Seller. The Seller's Interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed the Buyer's Indebtedness to the Seller. The balance of the proceeds (if any) shall be the Buyer's beneficial interest under that trust. The Seller may bring an action for the price of the goods sold even where ownership of the goods may not have passed to the Buyer. GUARANTEES If the goods are acquired by the Buyer for business purposes, the Buyer agrees that the Consumer Guarantees Act 1993 does not apply. Where the Buyer supplies the goods to a person acquiring them for business purposes, it must be a term of the Buyer's contract with that person that the Consumer Guarantees Act 1993 does not apply in respect of the goods. The Buyer agrees to indemnify the Seller against any liability or cost incurred by the Seller under the Consumer Guarantees Act 1993 as a result of any breach by the Buyer of the obligations contained in the contract. The following terms apply wherever the Consumer Guarantees Act 1993 does not apply to the contract or where the following terms are not inconsistent with the Consumer Guarantees Act 1993: Defective goods which do not comply with the contract shall at the Seller's discretion be repaired or replaced, or the price refunded. Any right which the Buyer may have to reject non-conforming or defective goods shall only be effective if the Buyer notifies the Seller in writing within seven days following delivery and the Seller is given the opportunity to inspect the goods. The Seller accepts no liability for any Claim by the Buyer or any other person, including without limitation any Claim relating to or arising from: any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise, whether express or implied by law, trade custom or otherwise; any representations, warranties, conditions or agreement made by any agent or representative which are not expressly confirmed by the Seller in writing, and the Buyer agrees to indemnify the Seller against any such Claim. In any event, the Seller's liability under any Claim shall not exceed the price of the goods. Nothing in these terms is intended to have the effect of contracting out the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act, and these terms are to be modified to the extent necessary to give effect to that intention. DEFAULT: If an Event of Default occurs, the Seller may suspend or terminate the contract. If the Buyer does not pay the price by due date: the Seller may charge a default penalty at a rate per annum equal to 4% above the retail lending base rate of the Bank of New Zealand as varied from time to time and calculated on a daily basis on the unpaid portion of the price from due date until payment in full, plus GST; and any discounts may be disallowed. If an Event of Default occurs, the Amount Owing shall immediately become due and payable notwithstanding that the due date has not arisen. The Seller is entitled to recover from the Buyer all legal and other costs incurred by the Seller arising from the collection of any Amount Owing. USE OF INFORMATION: The Buyer agrees that the Seller may obtain information about the Buyer from the Buyer or any other person (including any credit or debt collection agencies) in the course of the Seller's business, including credit assessment, debt collecting and direct marketing activities, and the Buyer consents to any person providing the Seller with such information. The Buyer agrees that the Seller may use any information it has about the Buyer relating to the Buyer's credit worthiness and give that information to any other person, including any credit or debt collection agency for credit assessment and debt collection purposes. The Buyer must notify the Seller of any change in circumstances that may affect the accuracy of the information provided by the Buyer to the Seller. If the Buyer is an individual, i.e.: a natural person, the Buyer has rights under the Privacy Act 1993 to access and request the correction of any personal information which the Seller holds about the Buyer. MEDIATION: To the extent permitted under the Consumer Guarantees Act, either party may require any dispute arising which has not been resolved within 14 days to be referred to mediation. The mediator shall be appointed by both parties or, where the parties cannot agree within 14 days, appointed by the chairperson or any other office holder of the New Zealand chapter of LEADR. The mediator shall conduct the mediation in accordance with the guidelines agreed between the parties or, if the parties cannot agree within 14 days following appointment of the mediator, in accordance with the guidelines set by the mediator. The costs and expenses of the mediator shall be shared by the parties equally. OTHER AGREEMENTS: If there is any inconsistency between these terms and any order submitted by the Buyer, whether in writing, verbally or by Electronic Data interchange (EDI) or any other arrangement between the parties, these terms prevail unless otherwise agreed in writing by the parties. WAIVER: If the Seller exercises or fails to exercise any right or remedy available to it this shall not prejudice the Seller's rights in exercising that or any other right or remedy. Waiver of any term of the contract must be specified in writing and signed by an authorised officer of the Seller. DIMENSIONS, PLANS AND SPECIFICATIONS: All customary building tolerances shall apply to the dimensions and measurements of the goods unless the Seller and Buyer agree otherwise in writing. The Seller shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Buyer. If the giving of an estimate or quotation for the supply of goods involves the Seller estimating measurements and quantities, it shall be the responsibility of the Buyer to verify the accuracy of the Seller's estimated measurements and quantities before the Buyer places an order based on such estimate or accepts such quotation. Should the Buyer require any changes to the Seller's estimated measurements and quantities, the Buyer shall request such changes in writing, in the case of an estimate before placing an order based on that estimate and in the case of a quotation before acceptance of that quotation. Where a Buyer requests changes to be made to estimated quantities or measurements after the Seller has accepted the Buyer's order in writing, the price shall be appropriately adjusted and any estimated delivery date rescheduled. PRODUCT RETURNS: Where the Seller at its discretion allows the Buyer to return goods other than defective or non-complying goods, the Seller reserves the right to charge a return fee equal to 10% of the price of such goods. Custom made goods cannot be returned under any circumstances. RETENTIONS: No retentions shall be made. WORDS USED IN THE CONTRACT; "Amount Owing" means the price charged by the Seller for the goods, and any other sums which the Seller is entitled to charge under the contract. "Buyer" means the person purchasing the goods from he Seller pursuant to the contract, including that person's successors and assigns. "Claim" includes any claim: for loss of profits: or for any consequential, indirect or special loss, damage or injury of any kind suffered by any person arising directly or indirectly from: any breach of the Seller's obligations under the contract; or any cancellation of the contract; or any negligence, misrepresentation or other act or omission by the Seller or its employees, agents or contractors; or for compensation, demand, remedy, liability or action. an "Event of Default" means an event where: the Buyer fails to comply with the terms of the contract or any other contract with the Seller; or the Buyer commits an act of bankruptcy; or the Buyer enters into any composition or arrangement with its creditors; or if the Buyer is a company: the Buyer does anything which would make it liable to be put into liquidation; or a resolution is passed or an application is made for the liquidation of the Buyer; or a receiver or statutory or official manager is appointed over all or any of the Buyer's assets. "goods" means goods ordered by the Buyer from time to time under the contract and includes any services forming part of the supply of the goods. "ownership" means the property in and legal and beneficial ownership. "person" includes a corporation, association, firm, company, partnership or individual. "price" means the purchase price of the goods and any costs payable by the Buyer under the contract relating to transportation, storage and insurance. "Seller" means Spectratech Lighting Limited, its successors and assigns. References to the Consumer Guarantees Act 1993 and the Privacy Act 1993 include such legislation from time to time amended, re-enacted or substituted and any statutory instruments, regulations and orders issued under such legislation. E & O.E. Clerical errors and omissions in any quotation or invoice shall be subject to correction.