ICONTROLS Limited, New Zealand

GENERAL TERMS AND CONDITIONS OF SALE

Goods and services are sold and supplied by ICONTROLS Limited on the following General Terms and conditions of business unless otherwise expressly agreed in writing between ICONTROLS Limited and the Purchaser.

1. DEFINITIONS
1.1 “Vendor” means ICONTROLS Limited, a New Zealand company having its registered office at 3a, St Leger Close, Huntington Park, Auckland,
New Zealand.
1.2 “Purchaser” means the person, company or other relevant legal entity to whom or to which this document is addressed.
1.3 “Goods” means the goods, equipment, material and/or chattels supplied by the Vendor to the Purchaser as indicated.

2. GENERAL
2.1 These terms form part of any quotation or contract to which they are attached, and any Goods to be supplied, or supplied, by the Vendor
will be or are supplied subject to these terms.

3. QUOTATION AND OFFER TO PURCHASE
3.1 The Vendor’s quotation is not to be construed as an obligation to sell Goods to the Purchaser but is rather an invitation to the Purchaser to
make an offer to purchase Goods subject to these terms. The Purchaser’s order shall constitute such an offer to purchase. The Vendor reserves
the right to make alterations to its quotation at any time before its acceptance of an order from the Purchaser.
3.2 Notwithstanding that a quotation has been made no contract exists between the Vendor and the Purchaser until the Vendor accepts the
Purchaser’s order in writing.
3.3 The Vendor’s quotation relates only to such Goods as are specified therein and is given subject to such Goods being available at the time of
receipt of the Purchaser’s order.
3.5 The quotation remains open for acceptance for a period of thirty (30) days from the date of the quotation unless an alternate period is
specified in the quotation.

4. SPECIFICATIONS AND DRAWINGS
4.1 All descriptive and shipping specifications, drawings, dimensions and weights submitted by the Vendor in relation to any quotation are
approximate only and any descriptions, illustrations and data contained in any catalogues price lists and/or other advertising or promotional
material are intended by the Vendor only to present a general view of Goods described therein and none of such specifications, drawings,
dimensions, weights, descriptions, illustrations or data shall form part of any contract arising between the Vendor and the Purchaser.

4.4 The Purchaser’s order shall be accompanied by sufficient information to enable the Vendor to commence work and proceed without
interruption. The Purchaser shall be responsible for, and warrant, the accuracy of the information it provides.
4.6 The Purchaser shall be responsible for and bear the cost of any alteration to Goods supplied by the Vendor arising from any discrepancy,
error or omission in any drawing, specification or other information supplied by or approved by the Purchaser.

Suitability for Purpose
4.7 Unless the Vendor has specifically agreed otherwise in writing, it has no knowledge of the use to which the Purchaser proposes to put any
Goods supplied by the Vendor to the Purchaser and the Vendor makes no representation nor gives any warranty in respect of such particular
use.

5. PERFORMANCE
5.1 Any performance figures provided by the Vendor are based on the Vendor’s experience and are such as the Vendor could expect to obtain
on testing. The Vendor shall be under no liability or damages should Goods supplied by it fail to attain such performance figures unless the
Vendor has specifically guaranteed in writing the attainment of such performance figures, subject always to recognised tolerances applicable
to such performance figures.
5.2 Where the Vendor has guaranteed performance figures in respect of Goods supplied by it and the performance figures attained in respect
of such Goods on any test are outside applicable tolerances, the Vendor shall be given reasonable time to rectify the performance of such
Goods and the Vendor’s liability shall be subject to clause 11 of these terms.

6. TIME/DATE FOR SUPPLY
Base Date
6.1 All dates or times quoted for completion or delivery shall be calculated from date of acceptance by the Vendor of the Purchaser’s order,
together with sufficient information as referred to in clause 4.4 of these terms.
Quoted Time
6.2 The Vendor will use reasonable endeavours to meet any delivery or completion date or period quoted but such date or time is a bona fide
estimate only and is not to be construed as a fixed date or time unless specifically agreed to by the Vendor in writing.

7. POINT OF DELIVERY
Delivery ex-works
7.1 Unless stated otherwise in any quotation, Goods are supplied ex-works at the place of manufacture and delivery to a carrier’s vehicle,
7.2 Unless the Vendor has provided in any quotation for delivery beyond the place of manufacture, where the Purchaser requests delivery
beyond such point the Vendor, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage
and insurance in relation thereto will be to the Purchaser’s account.
Damage or Loss in Transit
7.3 Where damage to the Goods in the course of delivery is the Vendor’s responsibility, the Vendor shall at its sole discretion repair or replace
free of charge Goods so damaged provided the Vendor is notified of such damage within three days of delivery.
Shortages in Delivery
7.4 Any claims for shortages in deliveries shall be notified in writing to the Vendor within ten days of receipt of such delivery.
Partial Deliveries
7.5 The Vendor reserves the right to make partial deliveries of any Goods the subject of any contracts between the Vendor and the Purchaser
and to invoice such deliveries separately. Unless otherwise agreed in writing by the Vendor and the Purchaser,
7.6 If after a period of 14 days from the date of notification by the Vendor to the Purchaser that Goods the subject of a contract between the
Vendor and the Purchaser are ready for delivery and delivery of such Goods is delayed for any reason beyond the Vendor’s reasonable control
the Vendor shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and the Vendor
shall take reasonable measures to protect the Purchaser’s interest in such Goods. The Purchaser shall pay all costs of such storage together
with all costs of insurance, demurrage, handling and other contingent charges.
Cost
7.7 Except where stipulated in the quotation, all freight and transport costs are at the Purchaser’s cost. In the absence of instructions from the
Purchaser on the choice of carrier, the Vendor will instruct on the Purchaser’s behalf a carrier to complete delivery.

8. INSURANCE, RISK AND PROPERTY
8.1 Goods in respect of which the Vendor acts as the Purchaser’s agent in accordance with clauses 7.2, 7.6 and 7.7 of these terms will, unless
otherwise required in writing by the Purchaser, are insured for their contract value plus 10%. The Vendor’s liability in respect of such Goods
shall be limited to the extent of such insurance.
Insurance Cover for Goods under Repair
8.2 Risk in Goods the subject of any contract for repair, overhaul, modification or other work, between the Vendor and the Purchaser shall
remain with the Purchaser. The Purchaser shall be responsible for effecting insurance which provides cover for the goods which are being
repaired, including at the Vendor’s premises, or at subcontractor’s premises, or in transit to and from those premises.
Risk
8.3 Risk in Goods the subject of any contract between the Vendor and the Purchaser shall remain with the Vendor only until the first in time of
anyone of the following events:
(i) The passing of property in such Goods to the Purchaser; or
(ii) The delivery of such Goods by the Vendor to the Purchaser or to a carrier at the contractual point of delivery; or
(iii) Upon such Goods leaving the Vendor’s premises at the request of the Purchaser; or
(iv) The expiry of 14 days from the date of notification by the Vendor to the Purchaser that such Goods are ready for delivery;
and thereafter risk of damage, loss or deterioration of the Goods from any cause whatsoever shall pass to the Purchaser.
Preservation of Property Rights
8.4 Notwithstanding that risk in any Goods the subject of a contract between the Vendor and the Purchaser may in whole or in part be with
the Purchaser title and property in such Goods shall remain with the Vendor until paid for in full by the Purchaser. Prior to the passing of
property in such Goods they may not be resold, pledged or given in security by the Purchaser in any circumstances whatsoever.

9. PAYMENT
Payment Due
9.1 Unless otherwise agreed in writing by the Vendor and the Purchaser payment shall be due as follows:
(i) on the 20th day of the month following the date of the invoice issued by the Vendor to the Purchaser; or
(ii) In the case of contracts which include deposit payment provisions, the deposit payment is due on invoicing.
(iii) as to any additional costs incurred by the Vendor for the Purchaser’s account in accordance with these terms, within 30 days of the
Purchaser’s receipt of the Vendor’s invoice in respect of such costs.
The Purchaser is not entitled to withhold payment or make any deduction from the contract price in respect of any set-off or counter claim.
Delay or Default in Payment
9.3 Should the Purchaser make default in respect of any payment due to the Vendor then the Vendor shall have the right, in addition to all
other rights to which it is entitled at law, to:
(i) Charge Interest on the overdue amount at three percent (3%) above the rate charged to the Vendor by its major banker for overdraft
accommodation and calculated from the due date of payment to the actual date of full and final payment. Any payment subsequently made by
the Purchaser to the Vendor shall be credited first against any interest so accrued;
9.4 If as a result of the Purchaser’s default in payment, a solicitor or debt collector is instructed by the Vendor, the Purchaser agrees to pay the
solicitor or debt collector[s fees and disbursements and charge to the Vendor in full. The Vendor shall be entitled at any time to assign to any
other person all or any part of the debt owing to the Vendor and notwithstanding any rule of common law or equity to the contrary, or the
appointment of a liquidator, receiver and/or manager over the Purchaser and the assets thereof, and the assignee thereof shall be entitled to
claim full rights of set-off or counter-claim against the Purchaser as charge holders or successors in respect of the debt or part thereof so
assigned.

10. WARRANTY
10.1
(i) The Vendor hereby warrants to the Purchaser that Goods manufactured by the Vendor, or its related companies, shall be free from defects
due to faulty design, materials and workmanship (except as regards defects specifically drawn to the Purchaser’s attention, before any
contract is formed between the Vendor and the Purchaser or, if the Purchaser examines the Goods the subject of such contract before such
contract is formed then except as regards defects which that examination ought to reveal).
(ii) With respect to Goods or parts or components of Goods purchased by the Vendor and sold to the Purchaser which are not manufactured
by the Vendor or its related companies, the Vendor will use its reasonable endeavours to assign to the Purchaser any warranties which the
Vendor may have received from the supplier of such Goods or parts or components.
10.2 If it is proven to the Vendor’s reasonable satisfaction that Goods manufactured by the Vendor or its related companies are not free from
defects due to faulty design, materials and workmanship (except as revealed by examination as referred to in clause 10.1 of these terms) then
the Vendor shall, at no cost and at its option, either:
(i) Repair such Goods;
(ii) replace such Goods with the same or equivalent Goods at the point of delivery applicable to the contract under which such Goods were
supplied to the Purchaser by the Vendor; or
(iii) Refund to the Purchaser the contract price of such Goods.
10.3 This warranty does not apply in respect of defects due to or arising from:
(i) incorrect or negligent handling, disregard of operating and/or maintenance instructions, overloading, unsuitable operating conditions,
defective civil or building work, lightning, accident, neglect, faulty erection (unless carried out by the Vendor), acts of God, causes beyond the
Vendor’s control or whilst unauthorised repairs or alterations have been carried out or non-compliance with Goods’ power and grounding
specifications;
(ii) The use of goods of consumable nature; or
(iii) Fair wear and tear.
10.4 This warranty does not apply unless:
(i) The Goods have been properly handled, located, used, maintained and stored;
(ii) defects occur within 12 calendar months after the Goods have been delivered to the Purchaser or, if delivery was delayed for reasons
beyond the Vendor’s control then within 12 calendar months of deliveries or within 18 calendar months after the Vendor first notified the
Purchaser that the Vendor was ready to deliver the Goods (whichever period expires earlier);
(iii) the Vendor is notified in writing within seven days of the alleged defect first coming to the notice of the Purchaser and the Purchaser
returns the defective Goods to the Vendor, or if necessary, at the sole discretion of the Vendor, to the works where such Goods were
manufactured or assembled, free of charge; and
(iv) The Purchaser has fulfilled all of his/its contractual obligations.

11. LIMITATION OF LIABILITY
Notwithstanding anything else contained in this Contract to the contrary, the Vendor shall not be liable (to the fullest extent permitted at law)
whether by way of indemnity, guarantee, or by reason of any breach of contract, or of statutory duty or by reason of tort (including but not
limited to negligence) or any other legal principle or doctrine for:
(i) any loss of profits, loss of use, loss of revenue or loss of anticipated savings or for any financial or economic loss (whether direct or indirect)
or for any consequential or indirect loss or damage whatsoever; or
(ii) any other amount which in aggregate with any other liability (being any past, present or future liability) to which this clause applies, that
exceeds the aggregate value of all payments of the contract price made under these terms.

12. GENERAL
12.1 Change of Address
Each of the parties will give notice to the other of the change or acquisition of any postal or email address or telephone, fax or similar number
at the earliest possible opportunity but in any event within forty-eight (48) hours of such change or acquisition.
12.2 Warranties by the Parties
Each of the parties warrants that it has the power to enter into this Contract and has obtained all necessary resolutions and approvals to do so.
12.3 Proper Law and Jurisdiction
This Contract is governed by and construed with reference to the laws for the time being in force in New Zealand. Each party irrevocably and
unconditionally submits to the exclusive jurisdiction of the courts of New Zealand, and of any courts that have jurisdiction to hear appeals from
any of those courts, and waives any right to object to any proceedings being brought in those courts.

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