Paramount Plumbing Supplies Ltd (‘the company’) products and services (‘goods’) are supplied subject to the following Terms and Conditions of sale which shall prevail despite any indication to the contrary given by any person acting or purporting to act on this company’s behalf. Any variations to conditions set out below require our written confirmation (including all representations or understandings which may conflict with any of them).

1. Purpose

All goods are supplied to buyers for business purposes and accordingly the Consumer Guarantees Act 1993 does not apply to these conditions of sale.

2. Acceptance

Receipt of an order will be deemed acceptance by the buyer of these terms, notwithstanding anything stated to the contrary in the buyer’s enquiries on the buyer’s order.

3. Delivery

Goods are offered subject to availability and are sold on the basis that the place of delivery is the buyer’s premises. Delivery to the buyer’s nominated carrier or to a carrier appointed by the Company shall be deemed delivery to the buyer. Where the buyer requires delivery other than their own premises (Store), the buyer accepts liability for loss or damage and subsequent payment(s).

4. Freight and Insurance

Freight and transit insurance are to the buyer’s account unless specified to the contrary.

5. Assignment

The customer may not assign all or any of its rights or obligations under this contract without the prior consent of the company.

6. Waiver

The failure of the company at any time to enforce any provision of this agreement shall not be construed as a waiver of any such provision or shall not in any way affect the validity of this contract or any part thereof. All waivers shall be effective only in the writing by the company.

7. Tolerances

Unless otherwise agreed in writing or specifically prescribed by any applicable specification or standard, all goods are sold subject to:

7.1 Manufacturers normal tolerances, variations and limitations in respect of dimensions, mass, straightness, composition, mechanical properties, surface and internal conditions chemical composition and quality and:

7.2 Diversions from such tolerances, variations and limitations consistent with

practical testing and inspection methods and:

7.3 Any discrepancy in quantity not exceeding 10% from that ordered; and

7.4 The company’s normal packaging practice.

8. Payment

8.1 All prices are net on delivery of the goods to the custody of the first carrier.

8.2 Payment is due on the 20^th of the month following date of delivery to the custody of the first carrier, except that for the goods supplied direct from overseas on

indent or specific order for the customer payment is due on receipt of the company’s invoice, or bill of lading, or another negotiable instrument, whichever is presented first. Paramount Plumbing Supplies Ltd reserves the right to treat each separate delivery as a separate contract for the purpose of payment.

9. Default of Payment

9.1 It is acknowledged that the relationship between the company and the buyer is that of the vendor and purchaser for cash, and that this clause has effect only when the buyer defaults on the obligation to pay for goods.

9.2 The buyer agrees to pay interest on all sums outstanding at 2.5% per month from the date of default (i.e when payment becomes due and is not made) until payment is made.

9.3 If a solicitor or debt collector is instructed by the company, the buyer agrees to pay the solicitor or debt collector’s reasonable fees and disbursements as charged to the company in full.

9.4 All payments made by the buyer shall be applied first in the reduction of interest and costs due pursuant to 9.2 and 9.3 and the balance shall then be applied in reduction of amounts due under 8.2.

9.5 The company shall be entitled at any time to assign to any other person (being a related company of LTD within the meaning ascribed to the term by section 2 (3) of the Companies Act 1993) all or any part of the debt owing to the company and notwithstanding any rule of common law or equity to the contrary of the appointment of a liquidator receiver and/or manager over the buyer or the assets thereof, the assignee shall be entitled to claim full rights of set-off or counterclaim against the buyer, it charge holders or successors in respect of the debt or part thereof so assigned.

9.6 Without prejudice to such other rights as the company may have the buyer agrees to grant to the company such further security as the company may from time to time to request to secure to the company all sums due to it. Such security may be by way of a mortgage of land or director’s personal guarantees or a debenture charge over the assets of the buyer and shall be prepared at the buyer’s expense by the company’s solicitors and shall contain all usual provisions.  Should the buyer default granting of any such security in registrable form then the company is hereby irrevocably appointed the buyer’s attorney in the buyer’s name and on its behalf to enter, execute and sign all deeds, instruments, acts and things whatsoever which may be necessary to complete such further security.

10. Ownership and Risk

10.1 Ownership in the goods shall remain vested in the company until the buyer has made payment in full for all goods supplied by the company to the buyer, together with all interest and monies due.

• Until payment in full in terms of clause 10.1:

10.2.1 All goods supplied shall remain the sole and absolute property of the company:

10.2.2 The buyer will hold goods in trust for the company as bailee of the company;

10.2.3 The buyer shall store the goods on the buyer’s premises in such a manner as to make them readily identifiable as belonging to the company and shall display such identification as may from time to time to be requested by the company:

10.2.4 If the goods are sold by the buyer ten all proceeds of sale shall be the property of the company and shall be retained in a separate account by the buyer in trust for the company and shall not be intermingled with any other monies or paid into any overdrawn bank account and shall at all times be kept identifiable as monies held in trust for the company;

10.2.5 If before it becomes the owner of the goods the buyer makes new objects from the goods or incorporates them into or with other goods those other or new goods shall be held on trust for the company;

10.2.6 The buyer will ‘on demand’ (as those words are defined in the Fifth schedule in the Chattels Transfer Act 1924 no repealed) assign to the company all proceeds of sale of the goods by the buyer and will upon request disclose to the company full details of the sale and proceeds;

10.2.7 Where the company has reasonable cause to believe the buyer has not strictly complied with these Terms and Conditions or that the buyer has or will commit as act of bankruptcy or being a company has had a receiver appointed or about to be appointed  the company may repossess any or all of the goods supplied any for such purpose may at any time day or night enter by force if necessary upon any premises where such goods are reasonable thought to be stored

10.3 Notwithstanding anything else herein contained, the risk in any and all good supplied

Shall pass to the buyer on dispatch of the goods from the company’s premises and in particular, the buyer shall be responsible for all goods in transit and shall fully insure them.

10.4The buyer shall reimburse the company for all liabilities and expenses (including legal

expenses) incurred by it enforcing or attempting to enforce any rights it has under this Clause 10.

11. Cancellation

11.1 Notwithstanding any other agreement as to the terms of payment, the total purchase price shall immediately become due and payable, and the company shall have the right to forthwith cancel this contact (without prejudice to any other of its rights) upon the occurrence of any of the following events:

11.1.1 The buyer ceases or threatens to carry on the business;

11.1.2 The buyer enters into any negotiations for any arrangement or composition with its creditors.

11.1.3 The buyer is unable to pay its debts (including contingent liabilities) as they fall due;

11.1.4 The buyer becomes bankrupt or commits an available act of bankruptcy or proceedings are taken for liquidation of the buyer’s affairs.

11.1.5 The buyer, being a company, goes into liquidation whether voluntarily or compulsory or anything or fails to do anything which would allow a receiver or manager to be appointed or a receiver or manager to take possession of any of the buyer’s assets or which would entitle any person to present an application for winding up or is would up or dissolved or placed under the statutory managements or enters into a scheme or arrangement with its creditors or any class thereof:

11.1.6 Any distress or execution is levied to the buyer.

11.1.7 Breach by the buyer of any other terms contained in this agreement.

11.2 Upon the happening of any or more than one of the above events, the company will be

entitled to repossess and resell goods which remain the property of the company within the terms of clause 8.

12. Prices

12.1 Prices quoted are GST exclusive and are based on rated and charges in effect at the date of the sales contract or as listed in the company’s price book.

12.2 Any difference between these rates and charges and those ruling at the time of delivery or incurred by the company will be to the buyer’s account.

12.3 The rates and charges referred to above include, but are not limited to:

12.3.1 The rates of currency exchange, freight, insurance and customs duty.

12.3.2 The cost of labour, wharfage, clearing, handling and delivery.

12.2.3 The cost of the goods to the company.

12.4 Where contracts are based on the latest terms of supply available to the company from

a specific supplier, the company reserves the right to pass on to the buyer any extra costs

incurred by the company as a result of

12.4.1 Changes in the terms of supply by that supplier; or

12.4.2 The company accessing an alternative supplier.

12.5 Where the company issues special quoted prices on the company’s standard quote form, the conditions of the quotation document shall apply, notwithstanding other related standard terms and conditions of sale as contained herein.

13. Tax

13.1 Any tax is additional to the company’s quoted prices and shall be the buyer’s

responsibility.

14. Limitation of Liability

14.1 The following provisions shall not apply to any supply of goods made to a buyer for

personal, domestic or household use but only to supplies made for business purposes.

14.2 The company’s liability in any event (whether under these Terms and Conditions or

otherwise, how so ever) is limited to

14.2.1 The replacement of any goods supplied free of charge on the same basis as originally agree or as set out in Clause 3 hereof; or

14.2.2 At the option of the company a refund of the sale price; and

14.2.3 In respect of defective goods not manufactured by it, the company shall in no event be liable to pay to the buyer any amount in excess of such amount (if any) as it shall have received from its supplier in respect of the defect; and

14.2.4 If the contract is frustrated, and/or the goods cannot be delivered for any cause whatsoever, then it is expressly agreed that all expenses incurred by the company in connection with the contact are to be set off against any sum payable by the company to the buyer; and the balance, if any, of the company’s expenses in connection with the contact over the amount of the set-off is to be paid to the company by the buyer.

14.3 The company accepts no responsibility for labour, material and other costs incurred in

removing defective goods and refitting its replacement or for any loss or damage howsoever arising from and whether directly or indirectly attributable to, any defect in any good supplied.

14.4 Without limiting anything elsewhere contained in these Terms and Conditions, the

Company will not be liable for labour, material and other costs or any consequential losses incurred in respect of the company’s failure to supply the goods, or to supply them by any time or at any particular place.

14.5 ‘Downgrade’ material is sold without warranty as to product quality fitness for purpose or compliance with specification.

14.6 Except as expressly provided in the conditions all express or implied conditions, statements or warranties, whether statutory or otherwise, are expressly excluded.

14.7 The buyer shall indemnify the company against all liability to the company may incur as a result of supplying or agreeing to supply goods to the buyer other than any liability arising under Clause 14.2 or any liability to a consumer arising under The Consumer Guarantees Act 1992. This indemnity shall extend to any liability of the company to any third party who has acquired the goods from the buyer for business purposes and the buyer has failed to contract out of the provisions of the Consumers Guarantee Act 1993.

14.8 No clause herein shall be construed as limiting any other clause but shall be construed as extending the widest limitation of liability in favour of the company (which in term shall for the purposes of this clause be deemed to include officers, employees and agents).

15. Law Applicable

15.1 This contract shall be construed and governed by the laws of New Zealand

16. The Privacy Act 1993

16.1 The buyer acknowledges that:

16.1.1 Personal information collected or held by the company (whether contained in this document or otherwise obtained) is provided and may be held, used and                               disclosed for the following purposes:

16.1.1.a Administering whether directly or indirectly, the company’s contracts and enforcing the company’s rights there under;

16.1.1.b Marketing goods and services by the company

16.1.1.c Ascertaining at any time the buyer’s creditworthiness and obtaining at any time credit reports, character references or credit statements.

16.1.1.d Enabling the company to notify any credit agency of any application for credit or default on any obligation of the buyer to the company, enabling the company to provide such personal information to any credit agency can maintain effective accounting records;

16.1.1.e Enabling the buyer to communicate with the company for any purpose.

16.1.2 Such personal information is collected by and will be held by the company whose address is 15 Station Road, Rangiora 7400

16.2 The buyer has the right under the Privacy Act 1993 to obtain access to and to request

correction of any personal information concerning it held by the company.

16.3 The buyer authorises the company to obtain at any time from any person or entity, any

information the company may require processing and/or accept any application for credit

the buyer may make to the company or to perform or complete any of the other purposes for

which the buyer has provided personal information to the company. The buyer authorises

any such person to release to the company any personal information that person holds

concerning the buyer.

16.4 For the purposes of the preceding clauses the term ’The Company’ includes any

Financier or discounter of the company’s contract or any related company of the company.

The term ‘related company’ has the meaning given it by the Companies Act 1993 or Replacement legislation.

17. Force Majeure

17.1 The company is not liable for failure or delay in supply or delivery occasioned by strike,

Industrial dispute, natural disaster, shortage or unavailability of stocks of products or raw

Materials, shortage of labour, lack of skilled labour, failure of the customer’s supplier’s delay

In transit, import restrictions, legislative governmental or other prohibition or restriction, fire

flood, hostilities, commotions or other causes whatsoever beyond the company’s

reasonable control including power outage or telecommunication disruption or act of war

or terrorist attack.

18. Local Laws

It shall be entirely the responsibility of the buyer to ensure that the goods and the use thereof comply with the laws, regulations and codes of a particular country or local authority and with the requirements of the buyer.

19. Acceptance of Quotation

The company’s quotation shall be deemed to be withdrawn unless accepted by the buyer within a period of 30 days from the date of issue, unless otherwise agreed.

20. GST

Prices will be quoted inclusive or exclusive of GST and such option shall be specified in writing on the quotation.

21. Allocation of Payments Received

Where, at any time, there is an amount by the buyer under any two or more contracts, the company may apply a payment made by the buyer in such manner (including in such order and to any amounts owing to the company, including under another contract) as the company thinks fit and in the company’s sole discretion (despite any direction to the contrary and whether before or after any default by the buyer). The security interest provided for by these terms and created by this agreement also secures the amount owing under each contract and this agreement shall be construed accordingly.

22. Payment by Other Than Cash

Receipt by the company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured.

23. Inspection and Returns

The buyer agrees to inspect the good and verify delivery within 24 hours of receipt. If no notice to the contrary has, within 24 hours of delivery, been communicated to the company, the buyer is deemed to have accepted the goods or services received. The company will, at the company’s option issue a credit notes for the goods or will repair or replace the goods where disclosed as fault on such inspection following delivery and when the goods are authorised but the company to be returned to the company as faulty.

24. Queries/Disputes

The company will not consider any job or account queries which are not raised within 7 days from the date of invoice.

25. Security Interest

(a) Each contract for the supply of goods entered between the buyer and company creates, in favour of the company, a security interest in the goods which are the subject of the contract, and such security interest secures the payment by the buyer to the company of all the amounts the buyer may owe the company from time to time and at any time, including future advances.

(b) The buyer authorises the company to take possession of the collateral if the company from time to time deems it necessary to do so to perfect or re-perfect the company’s security interest in the collateral. For the purposes of this clause, possession includes but is not limited to the meaning ascribed to in section 18 of the PPSA.

(c) The buyer agrees that it will not do anything or allow any act to be done which would have the effect of allowing the creation of a lien over any or all the collateral that is the subject of the company’s security interest.

(d) The buyer agrees to indemnify the company, upon demand from the company, for all costs and expenses (including legal fees) incurred company as a result of the buyer defaulting under this agreement and in complying with any demand made under section 162 of the PPSA.

(e) On the request of the company, the buyer shall promptly do all things necessary and provide all information required by the company to enable that company to perfect and maintain the perfection of any security interest granted to the company by the buyer (including registration of a financing statement over the goods or the proceeds thereof).

(f) The buyer shall promptly notify the company of any changes to its personal details as supplied on the credit application form. Where the buyer proposed to change its name, it shall notify the company accordingly within 5 days of the change taking effect.

(g) The buyer shall, within five working days of receiving a written request from the company, supply the company with copies of all security interests registered over the buyer’s personal property and the customer hereby authorises the company, as its duly appointed agent, to request information from any secured party relating to any security interest to which the buyer is a debtor.

26.Security Interest Where Goods Become Accessories

The company’s interest in the goods continues if the goods are processed included or dealt with in any way causing them to become accessions processed or commingled goods (as defined in the PPSA). The security interest in the original goods will continue in the whole in which they are included, and the buyer agrees that it will not grant to any other person, a security interest in either the goods or in the whole.

27. Verification Statement

The customer waives its right to receive a copy of the Verification Statement in respect of any financing statement relating to the security interest granted to the company by the buyer.

28. Receiver

In addition to any other right, power or remedy of the company expressed or implied in this agreement, at any time after the customer has defaulted in its obligations, the company may appoint in writing any person or persons receiver of all or any of the collateral and the receiver shall have the power set out in the Receiverships Act 1993.

29. Trustee Liability

Where the customer is a trust, each trustee of the trust is bound by this agreement and the trustees’ liability shall not be limited to the assets of trust unless the trustee is an independent trustee (being a trustee who has no right to or interest in any of the assets of the trust either directly or indirectly except in the trustees’ capacity as trustee of that trust). However, this limitation of liability for independent trustees shall not affect the liability of the independent trustee that personally guarantees the buyer’s obligations under this agreement

30. Contracting out of the PPSA:

The parties contract out of sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA.

The parties contract out of buyer’s rights in sections 116, 119, 120(2), 121, 125, 129, 131 and 132 of the PPSA.