LINDSAY & DIXON - TERMS AND CONDITIONS

PAYMENT AND ACCOUNTS

a)

The Customer will pay Lindsay & Dixon Limited (‘L&D’) for all goods supplied, or any other monies due hereunder, on the 20th of the month following delivery or demand as the case may be.

b)

In the event of the Customer failing to make payment in accordance with these Terms and Conditions, the Customer will pay interest on all monies due at 2% above the overdraft charged to L&D by its banker together with all costs (including solicitors fees) incurred by L&D in recovery or attempted recovery of any monies due.

c)

The Customer shall pay the above sums without deduction, set off (both at common law or in equity), or counterclaim of any kind.

PRICING/STANDARDS

The price at which L&D will supply goods to the Customer and the standards and specifications to which such goods have been manufactured shall be those published by L&D on its web-site www.lindix.co.nz (“the L&D website”) at the time the Customer places its order.

3.

Any variation to the above must be in writing and signed by both L&D and the Customer.

4.

The Customer acknowledges that it has read and understood and agrees to the pricing, specifications and standards published on the L&D website.

DELIVERY

a)

L&D shall not be responsible or liable in any way to the Customer for delay or default in delivery of an order.

RISK AND RESERVATION OF TITLE

a)

The risk in any goods supplied by L&D shall pass to the Customer on delivery of the goods.

b)

Title and property to any goods supplied to the Customer by L&D shall remain with L&D until the Customer has paid in full for the goods supplied.

c)

The Customer shall hold on trust for L&D any goods supplied to the Customer by L&D which goods have not been paid for in full, as bailee of L&D.

d)

The Customer shall without cost to L&D store any goods supplied by L&D for which full payment has not been made separately from other goods in the possession of the Customer, and shall clearly distinguish and identify such goods as L&D’s goods.

e)

The Customer agrees that L&D’s rights in respect of the goods (and proceeds of the same) continue in respect of any goods with which the goods supplied become part of or are co-mingled with and extend further to include any moneys wherever held which are the proceeds of any sale of the goods supplied prior to full payment being made in respect of the same by the Customer to L&D.

f)

Where the Customer has received payment for goods, but has not yet paid L&D for the same, the Customer shall receive and hold all such proceeds of sale in a separate account as a trustee for L&D.

g)

The Customer irrevocably grants L&D, by its officers, servants and agents, leave and licence to enter into and, if necessary, break into any building occupied by the Customer, where the goods supplied pursuant to the Terms and Conditions may be supposed to be, and as agent of the Customer without notice, enter upon any other land or premises to search for and take possession of the goods without being liable to the Customer or any other person claiming under the Customer for so doing. L&D shall incur no liability to the Customer arising from the repossession of the goods. The Customer shall be liable for all costs, expenses and charges incurred by L&D in effecting repossession as aforesaid.

h)

The Customer shall not charge the goods in any way nor give any interest in the goods while they remain in the property of L&D.

i)

The Customer shall insure and keep insured the goods to the full price payable against all risks until all payment in full for the goods has been received by L&D.

j)

The foregoing provisions shall not entitle the Customer to return the goods without demand by L&D.

k)

The Customer agrees that the provisions herein constitute a Security Interest in Personal Property (as those terms are defined in the Personal Property Securities Act 1999 (“PPSA”)) in respect of which L&D may register a financing statement on the Personal Property Securities Register.

l)

The Customer hereby waives its rights contained in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.

RETURN OF GOODS

a)

The Customer shall not be entitled to return any goods supplied by the Supplier except in the event that it has obtained the written agreement of L&D to do so.

b)

In the event that L&D gives its agreement to the return of goods supplied, it shall be a term of such agreement that the Customer will pay all reasonable costs incurred by L&D.

QUOTATIONS

L&D shall be entitled to add to any quotation given all increases notified to L&D including, but not limited, to increases:

a)

Due to tariffs, duties, imports or other Government charges imposed on goods supplied.

b)

Due to overseas freight charges.

c)

Due to exchange rate fluctuations.

d)

By any other supplier after the date of quotation.

ADDRESS FOR SERVICE OF NOTICES

Any notice given by L&D to the Customer may be served by L&D posting such notice to the Customer’s registered office or place of business set out in the Application for Supply of Goods completed by the Customer.

TERMINATION

If any one or more of the events set out in subparagraphs (a) - (e) of this clause occur, L&D shall be entitled to terminate supply and cancel its agreement with the Customer:

a)

The Customer becomes insolvent, bankrupt, or mentally incapable, makes an arrangement with creditors, or has a Receiver appointed.

b)

Ownership or effective control is transferred or the nature of the Customer’s business changes materially.

c)

The Customer fails to pay any amount payable to L&D when due.

d)

The Customer is in breach of any of these terms or any other terms of supply which are notified by L&D.

e)

In L&D’s opinion the Customer is likely to be unable to meet payment obligations to L&D.
On termination, all amounts outstanding to L&D shall become immediately payable.

SECURITY

Upon the happening of any one or more of the events set out in clause 10 above, the Customer will forthwith upon demand give and execute in favour of L&D or its assigns a good registerable memorandum of mortgage over land owned by the Customer to secure payment of all monies due to L&D.

a)

The said mortgage shall be in such form and contain such covenants, conditions, provisions and powers as are usually inserted in mortgages of land by solicitors practicing in Christchurch, New Zealand.

b)

In the event the Customer fails to provide such mortgage, the Customer hereby irrevocably appoints L&D as it’s attorney for the purposes of executing and registering the said mortgage.

PRIVACY ACT 1993

a)

The Customer confirms that L&D may make enquires about the Customer considered necessary by L&D and may obtain from the Creditor named referees, credit reporting/credit rating agencies, financial institutions or trade organisations any additional information that L&D considers necessary for these purposes and the Customer authorises such information to be provided to L&D.

b)

The Customer agrees that the provision by L&D of the Application for Supply of Goods signed by the Customer shall be sufficient authority for a person or organisation to provide L&D with the information requested.

c)

Nothing in this section will or is intended to prevent L&D providing information to third parties pursuant to section 173 of the Personal Property Securities Act 1999.

VARIATION OF TERMS

These terms may be varied by L&D giving notice in writing and/or publishing such variations on the L&D website. Any supply of goods after such notification or publication shall be on the terms as varied.

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