Trading Terms and Conditions

CABLE LAYING PRODUCTS PTY LTD ABN 68 394 474 094 t/as Cable Laying Products under NZ IRD Number 113-358-262 STANDARD TRADING TERMS

1. INTRODUCTION

These Standard Trading Terms apply to all goods sold by Cable Laying Products Pty Ltd ABN 68 394 474 094 t/as Cable Laying Products under NZ IRD Number 113-358-262 (“the Company”) and any of its servants, agents, employees or related corporations within the meaning of the Corporations Act 2001 (“Related Persons”). No variations to these Standard Trading Terms which the Customer seeks to introduce will be effective unless expressly agreed by the Company in writing. The Customer, if more than one, for the purpose of these Standard Trading Terms means each of them jointly and severally.

2. QUOTATIONS, ORDERS

2.1 Withdrawal and Variation

All quotations given by the Company are subject to withdrawal or variation by the Company at any time prior to acceptance by the Company of the Customer’s order. 2.2 Acceptance and Counter Offer No Customer’s order will bind the Company unless accepted by the Company. No provisions of the Customer’s order will, where there is an inconsistency between them and these Standard Trading Terms, override the provisions of these Standard Trading Terms and to the extent that they do, the subsequent delivery of the goods will be deemed to be a counter offer on the basis of these Standard Trading Terms and acceptance of that offer will be deemed to occur on acceptance of the goods.

2.3 Quotation

The Customer acknowledges that all orders are supplied “EXW” and that it has checked all quotations and is satisfied that all goods required by the Customer are set out in the quotation. The Company takes no responsibility for any omissions or errors in respect of the description of the goods or the price set out in the quotation. Unless previously withdrawn the Company’s quotations are open for acceptance within the period stated therein or, when no period is stated, within 30 days only after its date. The Company reserves the right to refuse any order based on a quotation.

2.4 No Cancellation

The Customer will not have the right to cancel any order placed with the Company.   Orders for special design, cut-to-order, buy ins or non-standard items cannot be subject to cancellation or credit.

2.5 Minimum Order

A minimum order of $150.00, excluding freight, will apply to the Customer’s order. The Customer shall place its order in multiples of carton quantities unless otherwise permitted.

3. PRICE

3.1 Amount

The Customer will pay to the Company the price for the goods applicable at the date of dispatch unless otherwise quoted by the Company, ordered by the Customer and accepted by the Company in writing and signed by an authorised officer of the Company.

3.2 Payment Prior to Dispatch

The Company will invoice the Customer prior to dispatch and the Customer will, unless terms of credit have been arranged expressly in writing, pay the Company prior to dispatch. Should payment not be received as required by these Standard Trading Terms, the Customer will pay interest at the rate of 2% per month on any amount not paid by the due date, calculated from the due date and capitalised monthly and all costs incurred by the Company in recovering payments including, without limitation, legal costs on an indemnity basis.

3.3 Change in Costs

If between the date of quotation and delivery of goods there is a rise or fall in the price of the goods based on the cost of production, freight, insurance, exchange, duties or other importation costs, then the price quoted in accordance with the quotation will increase or decrease pro rata.

3.4 GST and Other Statutory Charges Excluded

Unless agreed to in writing and signed by an authorised officer of the company, all prices are exclusive of sales tax, goods and services tax and other statutory duties and are net cash at the Company’s warehouse unless otherwise stated. The Customer will pay all of these charges. 3.5 Payment in Full All payments must be for the full invoice amount without any deduction or equitable or other offset.

4. DELIVERY

4.1 Instructions

The Customer will give delivery instructions in its order, and if possible, the Company will arrange for delivery in accordance with those instructions. The Customer will pay the costs of freighting the goods from the Company’s warehouse according to the Customer’s delivery instructions in addition to the price referred to in clause 3 above. If the Customer does not select a carrier then the carrier will be as selected by the Company in its absolute discretion at the Customer’s risk.

4.2 Timing Estimates Only

All times quoted by the Company for supply and delivery are estimates only. Delay in supply or delivery will not affect the Customer’s obligation to accept or pay for the goods.

4.3 Instalments

The Company reserves the right to supply or deliver by instalments, and each instalment will be deemed to be sold under a separate contract. Failure to supply or deliver by any instalment will not entitle the Customer to repudiate the order.

4.4 Risk of Loss

The Customer bears the risk of any deterioration, loss or damage to the goods from the time they are touched by the carrier or their employees, agents or subcontractors for loading and transportation purposes.

4.5 Insurance

In circumstances where the Company elects to deliver goods on its own freight account, the Company is responsible for the insurance of those goods in transit. In all other circumstances, the Customer is responsible for all insurance of the goods in transit.

5. CONSIGNMENT

If the goods, which includes all display stands and other non-sale items, are provided to the Customer on consignment then:- (a) The Customer shall pay for goods as sold by the Customer which shall be deemed to be the number by which the undamaged goods inspected on the Customer’s premises is less than the number of goods delivered on consignment as conclusively determined by a representative or agent of the Company. The date of delivery of the goods for the purpose of payment in accordance with these Standard Trading Terms shall be the date of determination of the goods sold. The Customer shall be responsible for goods stolen, lost or damaged. (b) The Customer shall take all reasonable steps to promote and sell the goods (other than goods including display stands and other non-sale items) in the ordinary course of business in accordance with marketing procedures issued by the Company from time to time; and (c) The Customer shall at all times at its cost insure and keep insured the goods for their full replacement value against all risks including theft loss and damage whether accidental or otherwise with an insurer approved by the Company, such policy to recognise the interests of the Company as the owner of the goods and be produced to the Company together with receipts for premiums paid on the request of the Company.

6. PRODUCT WARRANTY

6.1 Benefit to Customer

The Company hereby provides to the Customer the benefit of all warranties granted to it by its suppliers.

6.2 Warranty Period

Without limiting the rights of the Customer under the Competition and Consumer Act 2010 or other applicable legislation, the Company expressly warrants that all goods manufactured by it will be free from defects in material and workmanship under normal use and service for a period of 12 months from dispatch provided this warranty will not apply and be absolutely void if in the Company’s opinion the goods have been subject to abnormal wear and tear, damaged, modified, not maintained, had maintenance carried out on them other than by maintenance personnel authorised by the Company or any decals or identification plates have been removed.

6.3 Repair or Replacement The warranty in this clause will apply to the extent of repair or replacement of any defect at the option of the Company at a service facility elected by the Company and the Customer will bear all transportation costs to and from that service facility.

7. LIMITATION OF LIABILITY

7.1 Governing Legislation

(a) If the Customer is a “Consumer” within the meaning of that term as defined in Schedule 2 of the Competition and Consumer Act 2010 (as amended from time to time), then the Customer will have the benefit of certain non-excludable rights and remedies in respect of the goods, including, in certain circumstances, a refund of the price paid for those goods. (b) In all other circumstances: (i) the application of the provisions of the Competition and Consumer Act 2010 and other legislation applicable to these Standard Trading Terms is expressly excluded except to the extent that exclusion is prohibited by the legislation; and (ii) where the Company’s liability is permitted to be limited, the Company’s liability is limited to the maximum extent permitted to be limited.

7.2 Warranties and Liabilities

Subject to clauses 6.2 and 7.1:- (a) The Company and Related Persons give no warranty in relation to the goods sold to the Customer, whether in regard to the quality of the goods, fitness of the goods for any purpose or the compliance of the goods sold with any description or sample produced by either party to the other at any time, whether prior to, at the time of or subsequent to the Customer placing an order for the goods with the Company, or otherwise; (b) The liability of the Company to the Customer arising from the supply of the goods by the Company to the Customer and from any agreement pursuant to which the goods are so supplied will, whether the liability arises for breach of contract or at common law, including the law relating to negligence by the Company or Related Persons, be limited to repair by the Company of the goods, the supply by the Company of replacement goods at no additional charge or the refund of the price paid by the Customer for the goods giving rise to liability, whichever the Company will deem appropriate. In no case will the Company incur liability for any loss or damage suffered by the Customer including loss of profit, damage to property or personal injury arising from that supply or that agreement, whether arising directly, incidentally or consequently; (c) All information contained in catalogues, price lists, photographs, brochures and other illustrations or advertising material and drawings represent generally the subject matter of the goods but will not be taken as necessarily representing the goods the subject of any order and will not form part of any contract or agreement for supply; (d) Except as otherwise expressly provided in these Standard Trading Terms, the Customer releases the Company from all actions, claims, demands, losses, liabilities, damages and expenses arising from or in relation to the supply of the goods; and (e) Any property of the Customer under the Company’s custody or control shall be entirely at the Customer’s risk as regards loss or damage caused to the property or by it.

8. PASSING OF TITLE

8.1 Title Passes on Full Payment

Title and property in all goods delivered by the Company to the Customer on the basis of any agreement will not pass to the Customer until payment in full for all goods supplied has been unconditionally received by the Company.

8.2 New Goods

Where the Customer makes new goods or mixes the goods with other goods or materials, the new goods or mixed goods become the property of the Company and are deemed to be included in the goods supplied by the Company. The Customer may only sell the goods in the ordinary course of its business. The Customer authorises the Company’s representatives to enter any premises to view and inspect the goods at any time.

8.3 Storage

Upon taking possession of any goods, the Customer will store them, subject to its fiduciary obligation to the Company not to interfere with the Company’s ownership of the goods, so that they are readily recognisable as the property of the Company including appropriate labelling or storage as required. Until titles passes, the Customer must not alter, remove or tamper with any marks or numbers on goods supplied to it by the Company. 8.4 Default If the Customer fails or neglects to pay the Company or otherwise is in default under any agreement in relation to the supply of goods to the Company, in the case of a natural person, commits an act of bankruptcy or has a bankruptcy petition or bankruptcy notice issued against him or in the case of a company is served with a demand under Section 459E of the Corporations Act 2001 or commits an act pursuant to which insolvency proceedings may be commenced, then: (a) the Company and its representatives may immediately enter the Customer’s premises or any other premises for the purpose of recovering the possession of the goods; (b) payment of all monies owing by the Customer to the Company will immediately become due and payable on demand; (c) the Company may vary the terms of payment or suspend or terminate any contract for the supply of goods to the Customer; and (d) in addition to any other lien which the Company may by statutory or otherwise be entitled, the Company will be entitled to a general lien on all money, property or goods belonging to the Customer then in the Customer’s possession to the extent of the unpaid price of any goods sold to the Customer by the Company.

8.5 Indemnity

The Customer will indemnify the Company against any action in respect of recovery, possession, handling and re-sale and the balance of any amount owing following re-sale will be immediately due by the Customer to the Company. A certificate under hand of the Company or its representatives will be conclusive evidence of the balance of the amount owing by the Customer to the Company. 8.6 Right to Trace On a re-sale of the goods by the Customer to a third party the Company will have the right to recover any monies on account of that sale owing to the Customer and to trace and recover the proceeds of that sale. The Customer hereby appoints the Company and each of its directors and managers as its joint and several attorneys for the purpose of doing all acts, matters and things as the Company thinks necessary to give effect to this clause.

9. RESTRAINT

No provision expressed or implied in these Standard Trading Terms restricts the Company’s right to sell the goods to third parties, whether or not the Customer has sold the goods to those third parties at any time.

10. CONFIDENTIALITY

The Customer will treat all information provided to it in the course of its dealings with the Company as private and confidential, and will not disclose that information to any person nor attempt to use it in any way which may injure or cause loss to the Company, unless that information is public knowledge or was known by the Customer prior to the Company providing it.

11. GUARANTEE

11.1 Principal Obligation

All persons authorising a Customer’s order, and in the case of a Company all directors of the Customer (“Guarantors”), hereby guarantee and indemnify the Company in respect of all monies owed by the Customer to the Company in relation to the supply of goods in accordance with these Standard Trading Terms or otherwise. The obligation in this clause will be a principal obligation and the guarantee a continuing guarantee and will not be affected by any act or omission by the Company or the Customer and will be binding on the Guarantors despite any irregularity in this guarantee or its execution.

11.2 Payment of Monies

The Guarantors will pay all monies owed by the Customer to the Company on demand. 12. SECURITY The Customer and Guarantors to further secure the monies owing by the Customer to the Company hereby charges all their present and future interest in any real or personal property held by them as beneficial owners for the payment of monies owing from the Customer to the Company. The Customer and the Guarantors hereby:- (a) Consent to the registration of a consent caveat over any real property hereby charged; (b) Appoints the Company and each of its directors and managers as its joint and several attorneys for the purpose of doing all such acts, matters and things as the Company thinks necessary to give effect to this clause including the execution of a Bill of Mortgage in any form they require and acknowledges that the Company may sell the property hereby charged in accordance with the Property Law Act 1974 on default under these Standard Trading Terms.

13. PERSONAL PROPERTY SECURITIES ACT

13.1 Defined terms

Defined terms in this clause have the same meaning as given to them in the Personal Property Securities Act 2009 (as amended from time to time).

13.2 Registration

(a) The Company and the Customer acknowledge that the Company, as Secured Party, is entitled to register its interest in the goods supplied or to be supplied to Customer, as Grantor, under these Standard Trading Terms, on the Personal Property Securities Register as Collateral. (b) Prior to the passing of title to the Customer in accordance with the above clause 8, the Customer must not sell, lease, dispose of, part with possession of, assign, charge, mortgage, pledge or otherwise encumber or create any form of security interest in, or otherwise deal with, the goods in any way without the prior written consent of the Company which may be withheld in its absolute discretion. (c) The Customer must not change its name, address or contact details without first providing the Company with written notice of such change. (d) The Customer irrevocably consents to the Company taking such steps as it considers desirable to register, protect, perfect, record, or better secure the Company’s position in respect of these Standard Trading Terms, including the goods sold under these Standard Trading Terms and the proceeds of any dealing with the goods under the Personal Property Securities Act. (e) The Customer agrees to do, at any time, any act or thing and sign any document required by the Company: (i) to register, protect, perfect, record, or better secure the Company’s position in respect of these Standard Trading Terms, including any security interest arising under these Standard Trading Terms in respect of the goods and the proceeds of any dealing with the goods under the Personal Property Securities Act; (ii) to preserve the Company’s priority position in respect of the goods as contemplated by these Standard Trading Terms; and (iii) overcome any defect or adverse effect arising from the Personal Property Securities Act. (f) The Customer agrees not to register or permit to be registered a financing change statement in respect of any security interest contemplated by these Standard Trading Terms, including a security interest in relation to the goods or the proceeds of the goods, in favour of a third party without the Company’s prior written consent which may be withheld in its absolute discretion. (g) The Customer will comply with the Company’s requirements under this clause within a reasonable time.

13.3 Confidentiality

In respect of these Standard Trading Terms and the supply of goods on any account from the Company to the Customer, neither the Customer nor the Company will disclose to any other person information of the kind mentioned in section 275(1) of the Personal Property Securities Act nor will the Customer or the Company authorise, and will ensure that no other party authorises, the disclosure of such information. The Customer hereby irrevocably waives any right it may have under section 275(1) of the Personal Property Securities Act to authorise the disclosure of such information.

13.4 Collateral

For the purposes of the Personal Property Securities Act, the collateral is the goods including any goods which are described in these Standard Trading Terms or any other document describing the goods purchased from the Company by the Customer under these Standard Trading Terms from time to time. The Customer and the Company also agree that these Standard Trading Terms are a security agreement for the purposes of the Personal Property Securities Act.

13.5 Attachment

The Customer and the Company agree that any security interest arising under these Standard Trading Terms attaches to the goods at the time the Customer is given possession of the goods and not at a later time. {

13.6 Notices

The Customer irrevocably agrees to waive any right it may have to receive any notices (including but not limited to a Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer, as Grantor, to the Company) from the Company under the Personal Property Securities Act, except to the extent the requirement for such notices cannot be excluded.

13.7 Enforcement

The Customer agrees to waive any rights it may have under section 115 of the Personal Property Securities Act upon enforcement.

13.8 Costs

Except as provided in this clause, the Customer and the Company will bear their own costs in complying with this clause.

14. FORCE MAJEURE

The Company will not be liable for any failure to perform in accordance with these Standard Trading Terms or any agreement of supply or for any loss or damage suffered by the Customer in consequence that failure which arises from any cause beyond the reasonable control of the Company including but not limited to delays in transportation and handling, accidents at sea, fire, accident, labour disputes, any inability of the Company’s suppliers to deliver materials or finished products, the operation of any law, proclamation, regulation or ordinance of any Government agency or other circumstance whether or not of a similar nature beyond the reasonable control of the company.

15. TRADE-IN

The Customer warrants that all goods or other items agreed to be traded in by the Customer to the Company are the sole and absolute unencumbered property of the Customer and are free from any bill of sale, hire purchase, lien, charge or other adverse interest and that the Company will become the absolute owner of them.

16. RELEVANT LAW These Standard Trading Terms and the supply of goods on any account from the Company to the Customer will be governed by and construed in accordance with the laws of Queensland and the parties submit to the jurisdiction of the Queensland Courts in Brisbane City, Australia.

17. CREDIT APPLICATION DETAILS

17.1 True and Correct

The Customer certifies that all information provided to the Company in accordance with any credit application or otherwise provided to induce the Company to supply the goods are true and correct.

17.2 Credit Reports

If the Customer is a sole trader or partnership, the Customer consents to the Company obtaining a credit report on them individually for the purpose of assessing any credit application. In the case that the Customer is a company, the directors and guarantors consent to the Company obtaining a credit report on the directors and guarantors and acknowledge and agree that any information set out in any credit application or provided to the Company to induce the Company to supply the goods may be disclosed to a credit reporting agency or another credit provider.