1: Application Of This Contract

This contract forms the basis on which CSP supplies goods and services to the customer. Each such supply shall be effected pursuant to the terms of this contract and this contract overrides the terms of any conflicting customer order unless in either case there is specifically agreement otherwise in writing signed by an authorised representative of CSP. Any quotation, invoice warranty or other document from CSP evidencing or describing any products subject to this agreement is incorporated into and forms part of this contract. If the customer obtains products through or on behalf of another legal entity, or organisation, the customer shall remain personally liable until CSP has received and granted a fresh formal application for credit from the new entity.

2: Definitions

“CSP” means Connect Security Products Limited”Customer” or “the customer” means the person shown as such in the section headed “Customer Information” and its successors and assigns. “Person” includes an organisation as defined in the PPSA. “Claim” includes any claim:

(a)For any form of damages, compensation or remedy including a claim for any consequential, indirect or special loss, damage or injury of any kind suffered by any person arising directly or indirectly from:

(b) Any breach of CSP’s obligations under this contract or from any cancellation of the contract; or from any negligence, misrepresentation, act or omission by CSP or its employees, agents or contractors.

“Default” means:

(a) The customer fails to collect ordered goods or accept them on delivery or

(b) While the customer owes CSP any money the customer fails to comply with the terms of this contract; or

1. The customer causes or allows some or all of the goods to be or become liable to be destroyed, damaged, endangered, disassembled, removed or concealed from CSP or the goods become liable to seizure by another creditor.
2. The customer allows another security interest in the goods to be registered or sells the goods other than in the ordinary course of the customer’s business; or
3. The customer allows any judgment against it to remain unsatisfied for 7 days or suffers any distress against the goods
4. The customer commits an act of bankruptcy; or
5. The customer enters into any composition or arrangements with its creditors; or
6. If the customer is a company:
   1. The customer does anything which would make it liable to be put into liquidation; or
   2. A resolution is passed or an application is made for the liquidation of the customer; or
   3. A receiver or statutory or official manager or an administrator is appointed over the customer or over all orany of the customer’s assets.

“Goods ” means security equipment of all kinds supplied to the customer by CSP, including (but not by way of limitation) cameras, sensors, intrusion, fire and emergency alarms, electronic and mechanical locking systems; communications equipment, warning and notification devices both wireless and wired; remote access and egress and locking and unlocking devices; computer software and hardware for the operation of other security equipment and all other goods which, in each case, are supplied by CSP to the customer or which are attached to goods supplied by CSP or in respect of which CSP has provided services. “The price” means the price of products quoted by CSP and accepted by the customer or, if there is no accepted quotation, the price shown in CSP’s invoice for those products. “Products” means goods as defined and services including without limitation training and advice on goods supplied by CSP. Words and expressions used in this contract have any meanings (if any) given to them in the Personal Property Securities Act 1999 and to remove doubt the parties acknowledge that CSP’s retention of title to goods (although a security interest) is not a mortgage as defined in the Property Law Act 2007. In this contract, the singular includes the plural and vice versa and any gender includes other genders.

3: Orders

The customer must pay on receipt of CSP’s invoice for all products:

(a) Ordered by means of email, fax or telephone call from any email or fax address or landline telephone number of the customer or from the number of any cellphone used by any employee of the customer or

(b) Ordered on any document (i) containing the customer’s letterhead or (ii) usually used by the customer to order.

(c) Received by the customer which, if not ordered by the customer, are not within 5 working days of receipt returned to CSP in the same condition as that in which they were delivered and in respect of which the customer has within 2 working days of receipt advised CSP that the products were not ordered.

4: Quotation And Price

A quotation shall last for 30 days after its date or, if it is undated, the date of receipt by the customer.

If product is required that is not provided for in the quotation, the customer must pay for it.

A quoted price may be increased by the amount of any increase in the cost of supply of product which is beyond the control of CSP and which occurs between the date of acceptance of the quotation and provision of the product to the customer. Price alterations shall be effective from the date specified at the time of giving notice to the customer.

The price shall be increased by the amount of any GST and other applicable taxes and duties and all costs under this contract relating to transportation, storage and insurance if such are not expressly included in any quoted or agreed figure.

Acceptance of a quotation is deemed to be an order for the work and the customer is bound to pay the price from the time that CSP begins activity to supply or obtain and supply the products or formally accepts the customer’s order.

5: Payment

If CSP grants credit, the customer shall pay the price immediately on presentation of CSP’s invoice but provided that the customer is not otherwise in breach, CSP will not exercise any rights or remedies for late payment of any invoice if customer pays no later than the 20th of the month following the date shown on that invoice without deduction whether by way of set-off, counter-claim or any other equitable or legal claim.

CSP may terminate the grant of credit or vary the terms upon which it grants credit at will by notice to the customer. If the grant of credit is terminated, the customer shall pay any outstanding debt forthwith.

Receipt of a cheque, bill of exchange or other negotiable instrument or electronic payment shall not be deemed to be payment if the negotiable instrument or electronic payment is dishonoured, cancelled or invalidated.

6: Risk And Delivery

Risk of any loss, damage or deterioration of or to goods passes to the customer when:

(a) CSP places the goods for collection by the customer at CSP’s premises or

(b) CSP delivers the goods to the customer or to a carrier, courier or other bailee for delivery to the customer or

(c) (if an employee of CSP is to deliver) the customer fails to accept the goods or requests delayed delivery after the goods have left CSP’s premises.

13. Unless otherwise agreed it shall be the customer’s responsibility to uplift and arrange and pay for transport of goods from CSP premises and to arrange any insurance and CSP shall not be liable for any loss or damage to the goods during such transport even although such loss or damage may be caused by CSP’ negligence or other default.

14. If CSP is to deliver the goods to the customer it intends to use all reasonable efforts to do so on any delivery date specified. However, any time stated for transport or delivery of the goods by CSP is an estimate only and CSP shall not be liable to the customer nor to any other person for any delay in transport or delivery.

15. CSP may deliver the goods by instalments and each instalment shall be treated as a separate contract. CSP may impose minimum transport requirements from time to time.

16. If the customer fails to uplift or accept goods by or on the delivery date specified or such other date as the parties agree the customer shall pay reasonable storage costs until such time as the customer uplifts or accepts the goods. On such delays, CSP may invoice the customer for payment on the terms set out in this contract or may cancel the order or both client basis. If CSP sues the customer, service of any document will be deemed to be effected on the customer if that document is left at the address shown as the customer’s business address or home address or registered address. The customer must also pay to CSP all costs and disbursements incurred by CSP in the protection or enforcement or the attempted protection or enforcement of the security interest created by this agreement or the priority or registration of that security interest. The customer must also pay CSP’s administration managerial and other internal costs in enforcing this contract. The customer agrees that the costs and disbursements payable under this clause are contractual damages.

(d) CSP may also (whether or not it has exercised any other right) appoint a person to be a receiver of all or any of the goods. In addition to and without limiting affecting any other powers and authorities conferred on a receiver (whether under the Receiverships Act 1993 or at law or otherwise), a receiver has the power to do all things in relation to the goods as if the receiver has absolute ownership of the goods.

(e) The customer, if a sole trader, irrevocably appoints the person shown as an agent for service for the purposes of section 359 of the Property Law Act 2007.

7: Security Interest And Contracting Out Of The Ppsa

CSP retains title to all goods (including goods paid for) supplied by it to the customer until all goods not paid for are paid for in full. In addition, the customer grants to CSP a security interest in all of the customer’s present and after-acquired property except goods supplied by CSP as security for the customer’s debt and obligations and for the avoidance of doubt this sentence applies to goods supplied in future and to “future advances” as that expression is defined in the PPSA. 18. CSP may allocate or re-allocate amounts received from the customer in any manner it determines, notwithstanding any purported allocation by the customer.

8: Seizure And Sale

If after any due date money remains owing to CSP, CSP (acting as the customer’s agent) may enter the customer’s premises or the place where the goods are and seize the goods and to dispose of them as CSP sees fit and to apply any proceeds or the value of the goods at the time of seizure towards the debt or the cost of satisfying the obligation. The customer hereby irrevocably authorises CSP or CSP’ agents to enter the premises of the customer to locate and seize the goods. 20. The customer waives the right to receive a copy of the verification statement confirming registration of a financing statement relating to any security interest under this contract and further waives its rights under sections 121, 125, 129, and 131 of the PPSA and further agrees that nothing in sections 114

(1)(a), 133 & 134 of that Act shall apply to this contract or the security under it.

9: Warranties

This contract assumes that products are required by the customer for business purposes, and if they are so required the customer agrees that pursuant to s43(2) of Consumer Guarantees Act 1993 (“the CGA”),that the CGA does not apply. If the customer on-sells any goods, then they shall ensure that it is a term of the sale contract that the CGA does not apply if the good are being acquired for business purposes by their customer. In the event of any such on-selling, whether the CGS applies or not, CSP and the customer agree that the customer is not acting as CSP’s agent. The Customer indemnifies CSP against any liability or costs incurred by CSP, whether under the CGA or otherwise, as a result of any breach by the customer of the obligations contained in this contract

On the basis that the CGA does not apply:

1. Defective goods or goods which do not comply with this contract shall at CSP’s discretion be repaired, or replaced or the purchase price refunded. Unless agreed by CSP, under this clause CSP shall not be liable for any labour or other associated costs with installing replacement goods, and they shall be a cost borne by the customer
2. Any right which the customer may have to reject non-conforming or defective goods shall only be effective if the customer notifies CSP in writing within five working days following delivery and CSP is given the opportunity to inspect the goods before return.
3. CSP shall not be liable for any claim by the customer or any other person, including without limitation any claim relating to or arising from any conditions, warranties, descriptions or other representations as to fitness or suitability for any purpose, merchantability or otherwise whether express or implied by law or trade custom or made by any agent, employee or representative, unless:
   1. Liability for the claim or the representation is expressly confirmed by CSP in writing, and
   2. CSP’s liability under the claim shall not exceed the purchase price of the products.
4. Any Written warranty given by CSP shall become a term of this agreement and be read together with this agreement.
5. The Customer must indemnify CSP against the costs of any unsuccessful claim including ( without limitation) actual legal costs and disbursements charged on a solicitor and own clients basis costs, and CSP’s administration managerial and other internal costs
6. If the customer alleges that goods are faulty and CSP determines that they are not, the customer will pay to CSP the cost of such determination including time and travel costs of any CSP staff member or contractor.
7. In the event of any inconsistency between this contract (including any written warranty given by CSP), and the provisions of the Sales of Goods Act 1908 ( “SGA”), CSP and the customer agree pursuant to s56 of the SGA that the terms this contract (including any written given by CSP) shall prevail over any right, duty, or liability that would arise under a contract of sale by implication of law, whether under the SGA or otherwise.

10: Default

If the customer defaults, CSP may suspend or terminate the contract and in any event any waiver of rights for payment by 20th of the month pursuant to paragraph 9 hereof shall cease automatically. In addition if the customer does not pay the amount of any invoice by the due date:

1. Default interest shall run at the rate of 3% per month compounding from the date of the invoice until payment in full so that such interest will continue after judgment and the right to interest shall not merge with the judgment. (b) Any discounts may be disallowed including discounts provided for in any invoice.
2. The customer must pay to CSP upon demand the cost of any legal fees charged to CSP in pursuit of any unpaid debt of the customer and such fees may include additional fees or commissions charged by debt collecting firms and actual legal costs and disbursements charged on a solicitor and own

No claim relating to Products will be considered unless made within forty-five (45) days of delivery. Goods will only be accepted for return undamaged and in original packaging. We reserve the right to apply a 10% re-stocking fee up to the value of the goods or $60, whichever is the lower.

The customer must, and warrants that it will:

1. comply with all applicable laws in relation to the conduct of its business including laws relating to bribery and corruption
2. ensure that its actions or omissions do not cause CSP to be in breach in breach of any applicable laws, and
3. immediately notify CSP of any breach of this clause.

CSP may, without liability to the customer and without limitation to its rights pursuant to clause 23, immediately terminate this contract and any outstanding orders if the customer or any of its employees or representatives :

1. are charged with any criminal offence in relation to bribery or corruption; or
2. act in a manner which in CSP’s reasonable opinion, brings CSP into disrepute or
3. act dishonestly, fraudulently or illegally or
4. are in breach of this clause.

If a clause or part of a clause of this document can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this document, but the rest of this document is not affected

This agreement is governed by New Zealand law and the parties irrevocably submit to the jurisdiction of the New Zealand courts. However, this does not limit CSP’s rights to enforce this agreement against the customer or any judgment against the customer or against the customer’s real and personal property in any country where the customer or that property may be.

The customer consents to CSP sending commercial electronic messages to the customer at any fax or electronic address provided in the application or to such other fax or electronic address as the customer provides to CSP from time to time.