1. PRICE:

The price of the goods will be as published by SCCL. SCCL reserves the right to alter its prices at any time and to pass on any cost increases outside its control including exchange fluctuations which arise between date of acceptance of order and date of delivery. Once given an order may not be cancelled without the consent in writing of SCCL. Goods and Services Tax will be added to and form part of the price.

2. PAYMENT:

1. Payment shall be made in full on delivery or if agreed in writing, on the 20^th of the month following installation/delivery and without deduction. No payment shall be withheld nor reduced by virtue of alleged setoff, counterclaim or otherwise. Time for payment shall be of the essence.

2. Interest shall be payable at 2.5% per month calculated on a monthly basis on all outstanding amounts from date on which payment was due until actual date of payment

3. The customer shall in the event of default in payment pay all expenses incurred by SCCL in recovering the debt including legal costs (on a solicitor-client basis).

4. Payment by a bill of exchange or cheque shall not be deemed payment until the bill of exchange or cheque has been paid by the customer's banker and credited to SCCL's bank account.

3. WARRANTY:

1. All warranties, descriptions, conditions, and representations, whether implied by law, trade, custom or otherwise and whether relating to fitness, merchantability, suitability for purpose, or otherwise and all specific conditions, even though such conditions may be known to SCCL, are expressly excluded, except to the extent that they are unable to be excluded by statute.

2. SCCL's liability (if any) shall be restricted to the repair of the goods or to their replacement, or, payment of damages not exceeding the price of the goods. Notwithstanding the provisions of the Contractual Remedies Act 1979 these shall be the only remedies available to the customer.

3. SCCL will as far as it is legally able to do so assign the customer the benefit of the manufacturer's warranty (if any) expressed or implied relating to the goods.

4. LIABILITY:

CCL shall not be liable in any way whatsoever to the purchaser or any third party whether in tort (including negligence) contract or otherwise for any loss or damage whatsoever whether direct, indirect, special or consequential and all such liability is expressly excluded.

5. INSTALLATION:

The goods shall be at the sole risk of the customer from the date of installation. Installation shall be carried out during the usual hours of business at the address nominated by the customer and shall be completed on the goods being installed at that address. Where no installation is required goods shall be deemed to be at the sole risk of the customer upon receipt of goods by the purchaser or the purchaser's agent.

1. The goods may not be returned except with the written consent of SCCL and in that event on terms prescribed by SCCL who may, inter alia, impose handling fee equal to 20% of the price of the goods.

2. Claims in respect of incorrect installation and or delivery must be made in writing within 24 hours of installation and or delivery.

3. SCCL shall not be liable for any delay in installation and or delivery due to causes of whatever kind beyond SCCL's control.

6. OWNERSHIP:

1. Title in goods supplied by SCCL shall not pass from SCCL to the purchaser until all amounts owing by the purchasers to SCCL in respect of those goods and all other goods have been satisfied.

2. Notwithstanding clause 6.1 the risk in the goods supplied by SCCL shall pass from SCCL to the purchaser when the goods are installed and/or delivered as the case may be.

3. Until Title passes from SCCL to the purchaser in accordance with clause 6.1 the following terms shall apply:

• (a) The purchasers shall be deemed to be in a fiduciary capacity as bailee of SCCL in respect of any goods supplied by the company; and
• (b) The purchaser shall if required by SCCL store the goods in such condition and place that it is clear that they are owned by SCCL; and
• (c) The purchaser shall not under any circumstances mix the goods supplied by SCCL with other goods in any manner whatsoever; and
• (d) If the purchaser wishes to resell any goods before the purchaser has Title to them the purchaser may do so only by way of bona fide sales in ordinary course of business and as SCCL's agent, but the purchaser shall not represent to any person that the purchaser is acting for SCCL or has an authority to bind SCCL. The purchaser shall account to SCCL for the proceeds of saleof the goods.
• (e) Until such time as ownership of the goods shall pass from SCCL to the purchaser, SCCL may give notice in writing to the purchaser to return the goods or any of them to SCCL. Upon such noticethe rights of the purchaser to obtain ownership or any other interests in the goods shall cease.
• (f) If the purchaser fails to return the goods to SCCL then SCCL or SCCL's agent may enter upon and into building and premises owned, occupied or used by the purchaser where the goods are situated and take possession of the goods.

4. On repossessing the goods SCCL shall be at liberty to cancel the contract and to resell the goods at such time and at such price and on such terms and conditions as SCCL deems appropriate. SCCL shall be entitled to the cost of repairing and refurbishing the goods (if necessary) and to a handling fee equal to 20% of the price of the goods. SCCL may deduct from the resale proceeds all amounts payable pursuant to the provisions of this contract and recover from the customer any deficiency

7. RETENTION OF TITLE (ROMALPA AND PPSA)

1. For the purposes of clause 7, the following definitions shall apply to these terms:

“PPSA” means the Personal Properties Securities Act 1999
“Security Interest”, “Non-Purchase Money Security Interest”, “Purchase Money Security Interest”, “Accession”, “Commingled”, “Proceeds”, “Perfect”, shall have the meanings given to these terms in the PPSA.
“PMSI” means purchase money security interest.

2. Ownership in the goods shall not pass to the Customer and any proceeds of sale of the goods shall belong to SCCL until the Customer has paid for the goods in full.

3. Notwithstanding Clause 7.2, risk in the goods supplied by SCCL shall pass from SCCL to the customer when the goods are installed and or delivered (as the case may be).

4. The Customer acknowledges and agrees that SCCL may register any security interest that the Company has in respect of the goods and their proceeds on the Personal Property Securities Register and that such security interest survives until the goods are fully paid for.

5. If SCCL perfects any security interest that SCCL has in relation to the goods, the Customer will not do anything that results in SCCL having less than the security or priority position in respect of the PPSA that SCCL assumed at the time of that perfection.

6. The Customer will assist SCCL by completing any formalities or providing any information required by SCCL such that SCCL may establish and maintain the best security position that it is entitled to under the PPSA.

7. Until payment to SCCL has been made in full for the goods, the Customer acknowledges and agrees that:

• (a) SCCL supplies the goods to the Customer on the condition that SCCL has a PMSI in the goods;
• (b) In relation to goods that are inventory, the Customer will not allow any non-purchase money security interest to arise in respect of the goods unless the SCCL has perfected its PMSI prior to the Customer's possession of the goods;
• (c) The Customer will not permit the goods to become accessions or commingled with other goods or mass if SCCL has not perfected any security interest that the SCCL has in relation to the goods; and
• (d) If the Customer (notwithstanding clause 7.2 of this agreement) sells the goods prior to payment for the same to the Company, the Customer will pay the proceeds arising from that dealing into a separate account with separate records so that those proceeds remain identifiable and traceable to that dealing and the goods. The Customer agrees that there will be no other funds in the account. If the Customer further deals with such proceeds, the Customer will manage that dealing or dealings in a manner having the result that the proceeds remain identifiable or traceable to the original goods. If the Customer sells the goods prior to payment for same to SCCL, all claims which the Customer holds against third parties shall be handed over to SCCL.
• (e) SCCL may give notice in writing to the customer to return the goods or any of them to SCCL. Upon such notice the rights of the customer to ownership or any other interest in the goods shall cease.
• (f) If the customer fails to return the goods to SCCL then SCCL or SCCl's agent may enter upon and into building and premises owned, occupied or used by the customer where the goods are situated and take possession of the goods.
• (g) Where SCCL has rights in addition to those in Part 9 of the PPSA the customer agrees that those rights shall continue to apply and in particular, will not be limited by section 109 of the PPSA.
• (h) SCCL and its agents have the right to enter upon the Customer's premises, without giving notice and without being in any way liable to the Customer, or to any person or company claiming through the Customer, if the Seller has sufficient cause to exercise any rights that SCCL has under section 109 of the PPSA.

8. If SCCL is a secured party under the PPSA, the parties contract out of PPSA as follows:

• (a) the rights and obligations contained in sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 125, 129, 132, 133 and 134 of that Part do not apply between SCCL and the Customer.
• (b) the Customer waives its rights granted in section 121 and 131 of the PPSA.
• (c) in accordance with section 148 of the PPSA, the Customer waives its right to receive any verification statement from SCCL after registration of a financing statement or financing change statement.

8. WAIVER:

SCCL shall not be deemed to have waived any conditions hereof unless the waiver is in writing. SCCL's rights, powers and remedies shall remain in force notwithstanding any forbearance or delay on its part. SCCL may exercise its rights and powers hereunder and at law or in equity at such time and in such manner as it sees fit.

9. CONTRACT:

These terms and conditions express the whole agreement of SCCL and the customer and shall not be subject to change without the agreement in writing of the customer and a principal officer of SCCL.

10. INTERPRETATION:

SCCL means Systemtech Communications (Canterbury) Ltd. its successors and assigns.

11. DISPUTES:

All disputes which may arise between the parties in respect of this agreement shall be referred to arbitration in accordance with the Arbitration Act 1996 or any statutory enactment thereof.

12. VARIATION:

SCCL reserves the right to vary this contract in writing.