Terms and Conditions of Trade Interpretation

1. In these Terms and Conditions of Trade (Terms):

• ‘Company’ means Fieldline NZ 2023 Limited;

• ‘Contract’ means any contract between the Company and the Customer for the supply of the Goods and/or the provision of Services, whether created by a Quotation accepted by the Customer, an order form, electronic mail or by any other means.

• ‘Contract Date’ means: o where the contract arises from an order placed by the Customer, the date of acceptance of the order by the Company; o where the contract arises from a Quotation given by the Company, the date written notification of acceptance of the Quotation is received by the Company.

• ‘Customer’ means the party buying the Goods and/or Services from the Company.

• ‘Contract price’ means the price of Goods and/or Services agreed between the Customer and the Company.

• 'Delivery’ means the earlier of: o when the Company notifies the Customer that the Goods are available and ready for collection by the Customer; or o when the Goods are collected by the Customer.

• ‘Goods’ means all Goods supplied by the Company to the Customer from time to time. • ‘GST’ means Goods and Services Tax;

• ‘Manager’ is the Company’s appointed decision maker.

• ‘Person’ includes a corporation, association, firm, company, partnership or individual. • ‘Price’ means the: o price of Goods and/or Services agreed between the Company and the Customer; or o the Price in a Quotation. subject to any variations in accordance with these Terms, and unless agreed in writing, is before the addition of GST, and any other applicable taxes. If the Customer makes payment of the Price by credit card, the Price is expressed as being before the addition of any applicable credit card payment fees.

• ‘PPSA’ means the Personal Property Securities Act 1999.

• ‘Quotation’ means a price on offer by the Company for a fixed duration, as set out in the Quotation.

• ‘Services’ means all Services provided to the Customer by the Company from time to time.

1.2.        Headings do not affect the interpretation of these Terms.

1.3.        A reference to any party under these Terms including that party’s successors and permitted substitutes and assigns.

1.4.        A reference to any enactment includes that enactment as substituted or amended and includes any regulations made under any enactment.

1.5.        These Terms will be, or are deemed to be incorporated into, and form part of each Contract, as if these Terms were set out or implied in full.

1.6.        The Customer’s written agreement to the Terms forming part of each Contract (as evidenced by the Customer’s signature on the Company’s credit application form or other document which incorporates these Terms) is, and constitutes, a security agreement providing for both future advances and a security interest in favour of the Company in all the Customer’s present personal property and after acquired property. For clarity, these Terms do not apply to property not supplied by the Company.

1.7.        Each Contract will create or creates, in favour of the Company, a security interest in the Goods which are the subject of the Contract. 1.8. The security interest granted to the Company by the Customer secures payment by the Customer to the Company of all amounts that the Customer may owe to the Company from time to time.

2. Quotation

2.1.        The Customer may request a Quotation from the Company setting out the price and quantity of the Goods/Services to be supplied. If the Quotation is acceptable to the Customer, the Customer may place an order within the timeframe set out in the Quotation.

2.2.        The Company is not responsible for any errors or omissions caused by incorrect transmission of electronic mail.

 2.3.       A Quotation is based on the current price for the Goods and Services (based on the Company carrying out the work during normal working hours) and subject to the availability from the Company’s usual source of supply as at the date of the Quotation. The Quotation will not be binding on the Company unless the Customer has accepted it within 14 days from the date of the Quotation (time being of the essence).

 2.4.       No allowance is made for items set out under the ‘Special Conditions’ of the Quotation.

3.            Acceptance

By requesting the Company to supply Goods and/or Services to the Customer, the Customer agrees and acknowledges (or will be deemed to acknowledge and agree) that for any instruction received by the Company from the Customer for the supply of Goods and/or Services, it shall constitute acceptance of the terms and conditions contained in these Terms. Upon acceptance of these Terms by the Customer, the Terms are definitive and binding.

4.            Price

4.1.        The Price shall be as indicated on invoices provided by the Company to the Customer in respect of Goods and/or Services supplied; or

4.2.        Time for payment for the Goods and/or Services will be stated on the order, invoice, or Quotation, including where any deposit, or progress payments are required. If no time is stated, then payment shall be due prior to the Goods being collected by the Customer.

4.3.        The Company may at any time require the Customer to pay some or all of the Price in advance of the Delivery date.

 4.4.       The Company reserves the right to implement a surcharge for alterations to specifications of Goods after the order has been placed.

5.            Variations Any variations requested to the Goods/Services by the Customer, must be notified in writing to the Company. If the Company agrees in writing to the variation, the Company’s Quotation and the Price will be adjusted accordingly. If a variation is agreed after the Contract is formed, the Contract and Price will be adjusted accordingly.

6.            Payment, Late Payment, Default of Payment and Consequences of Default of Payment

6.1.        The method of payment will be cash, credit card, or by direct credit, or by any other method as agreed to in writing between the Customer and the Company.

6.2.        Subject to any provision to the contrary in the Contract, payment shall be received on or before collection by the Customer.

6.3.        Late payment shall incur interest at the rate of 10% per annum calculated on a daily basis, and will be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Company. Without prejudice to the Company’s other rights or remedies for an Event of Default the Company may charge costs (including collection costs and legal costs on a solicitor client basis) and suspend the provision of further Goods and/or Services until your account is paid in full.

6.4.        Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods/Services to the Customer and any of its other obligations under the Terms. The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company exercised its rights under this clause.

6.5.        Payments you make to us will be applied first to any amount owing in respect of Services, then to payment for any Goods which have been purchased and sold, then to payment for Goods supplied by us which have not been sold by you.

6.6.        Property and ownership in Goods, whether in their original form or incorporated in, co-mingled with or attached to another product, will not pass to you but will remain with us until we receive payment in full of the purchase price of the Goods and all other amounts that you owe us for any reason.

6.7.        Until title passes to you, you shall hold any Goods and proceeds of all kinds in trust in a fiduciary capacity for us as bailee, and store and sell them in a manner to enable them to be identified and cross referenced to particular invoices.

 6.8.       Unless otherwise notified in writing, where Goods are sold to you as inventory or consignment stock or otherwise for resupply (including by way of attachment to or incorporation into manufactured or assembled Goods), you are authorised to sell the Goods in the ordinary course of your business, but you must hold any accounts receivable or other proceeds for our behalf. If you use any money proceeds to purchase replacement inventory, whether from us or from a third party, you hold that replacement inventory and its proceeds as collateral for our benefit until all sums owing to us are paid.

 6.9.       You must not resell or part with the possession of any Goods or equipment that we supply for your use before you have paid for it in full, unless we have given you written consent.

6.10.     In the event that: a. any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payments as they fall due; or b. the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or c. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer; then without prejudice to the Company’s other remedies at law; d. an event occurs or information becomes known to the Company, which in the Company’s opinion, might materially affect the Customer’s credit worthiness, or the Customer’s ability or willingness to comply with its obligations under the Contract; e. any guarantor of the Customer’s obligations to the Company is in default under any agreement between the guarantor and the Company, the Company shall be entitled to cancel all or any part of any Contract with the Customer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to the Company shall, whether or not due for payment, immediately become payable.

6.11.     Where the Customer has not paid for the Goods and the Company reasonably believes that the Goods have been or will be destroyed, damaged or disposed of, sold, endangered, disassembled, removed or concealed or that the Customer is or will be in breach of clauses 6 or 7 of these Terms, the Company or its agent may enter the Customer’s premises without further notice to the Customer or any other person, to remove any Goods which the Company’s property, including Goods which are incorporated into any other Goods using such force as is necessary and without prejudice to our other rights and you indemnify us against all costs and claims in respect of our exercise of all rights under this clause 6.

6.12.     The Company will, without prejudice to any other remedy available to it at law, be entitled to treat any failure to make payment on the due date as a repudiation of the Contract by the Customer. In no circumstance will the Company be obliged to make any delivery of Goods or to provide Services where a breach of clauses 6 or 7 of these Terms has occurred.

6.13.     The Company’s obligation to pay amounts (other than the Price) to the Company under these Terms shall be continuing and separate obligations which will survive termination of the Contract and payment of the Price.

7.            PPSA

7.1.        The Contract constitutes a security interest in the Goods supplied by the Company to the Customer for the purposes of the PPSA as security for payment by the Customer of all amounts due under the Contract, including any future amounts. If the Company already has a perfected security interest in the Goods supplied by the Company to the Customer together with their proceeds, that security interest is continued under these Terms otherwise the Customer grants a security interest to the Company in the Goods that it supplies to the Customer. That security interest covers the Goods together with proceeds of all kinds, to the value of all Goods and Services that the Company has supplied to the Customer whether or not those Goods have become accessions to other Goods or processed or co-mingled into or mixed with other Goods. The Goods and Services subject to the security interest will be described in the Company’s invoices.

7.2.        Where Goods that the Company supplies to the Customer have become mixed with other similar Goods supplied by other persons, the Customer grants a security interest in the mixed Goods to the value of the Goods in the mixture that the Company has supplied to the Customer, but which have not yet been paid for.

 7.3.       The Customer agrees to promptly execute and deliver to the Company all assignments, transfers and other agreements and documents and do anything else which the Company may deem appropriate to perfect the Company’s security interest over the Customer, or obtain the priority required by the Company or register (and renew registration) a financing statement for a security interest in favour of the Company.

7.4.        To the extent that Part 9 of the PPSA applies, the Customer agrees that the provisions of sections 114(1)(a), 120, 122, 133 and 134 of the PPSA which are for the Customer’s benefit, or place any obligations on the Company in the Customer’s favour, will not apply; and where the Company has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

7.5.        To the extent that Part 9 of the PPSA applies, without limiting anything in the previous paragraph, the Customer hereby waives its rights under sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA, and its rights to receive a copy of a verification statement under section 148 of the PPSA in respect of any financing statement or financing change statement registered by the Company.

7.6.        The Customer agrees to treat the security interest in the Goods as a continuing and subsisting security with priority over a registered general security interest and any unsecured creditors, regardless of whether the Goods have become fixtures at any time before payment has been made for them.

7.7.        You must reimburse the Company its reasonable costs including legal costs on a solicitor/client basis, associated with the discharge or amendment of any financing statement registered by the Company whether or not the change was initiated by the Customer.

7.8.        If the Company repossesses Goods under these Terms, the Company may retain those Goods or dispose of them without notice to the Customer or any other person, and, after deducting reasonable costs of sale the Company will credit any surplus by way of setoff against any sums owing to the Company. The Company shall not be obliged to furnish the Customer with a statement of account or to pay any person other than the Customer or its receiver or liquidator any sum in excess of the total amount the Customer owes the Company at the time the Company credits the Customer’s account. The Company will not be obligated to reinstate these Terms or resupply any repossessed Goods to the Customer.

8.            Governing laws These Terms will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the Goods and/or Services or these Terms.

9.            Warranty

9.1.        The Company warrants that it will repair or make good any product defects, either in components manufactured by the Company or in components supplied by third parties and fitted to the product by the Company, if notice is received by the Company within one year from the date the Goods were delivered. No claim shall be accepted under such warranty if any attempt to repair the defective Goods is made by any person not authorised by the Company, or if the defective Goods have been modified or incorrectly stored, maintained or used. If the Company elects to repair or replace any defective Goods under warranty, such work shall be undertaken at such place as the Company may reasonably specify and the Company shall be responsible at its cost and risk for shipment of the defective Goods to the place specified.

9.2.        Where the Consumer Guarantees Act 1993 applies to the supply of Goods or Services under these Terms, the Customer may have additional rights under that Act.

9.3.        Where Goods are subject to manufacturer warranties the Company will pass on the benefit of those warranties to the Customer without being directly liable to the Customer under any warranty. The Customer is responsible for the cost of returning Goods to the manufacturer or to the Company under any warranty, and the Customer may be responsible for additional costs including but not limited to freight. Where the Customer required the Company to do anything related to a warranty claim, the Customer must pay the Company’s service and callout charges. The Company may refuse to assist with warranties if any sum owed to the Company is for any reason overdue.

9.4.        Any warranty may be voided by unreasonable use, damage from improper storage, damage or misuse of equipment, damage after the Goods left the Company’s possession, negligence, operation, cleaning or maintenance, unauthorised repairs, tampering, modifications or the use of parts not supplied by us.

9.5.        If the Customer is not a consumer as defined in the Consumer Guarantees Act 1993 (CGA) or the Customer acquires or holds itself out as acquiring the good or Services under the Contract for the purposes of a business, nothing in the CGA will apply to the supply of the Goods or Services.

9.6.        If the Customer acquires any Goods or Services from the Company for resupply, use, or incorporation in, any Goods or Services ordinarily acquired for personal household or domestic use or consumption (consumer Goods) the Customer warrants that:

a. If it supplies the consumer Goods directly to an in-use user/consumer the Customer will do so using terms of supply which exclude liability for any claims under the Consumer Guarantees Act 1993; and

b. If the Customer’s customer acquires any Goods or Services for resupply, that customer and each person in the distribution chain will exclude liability in its contract for supply for any claims under the Consumer Guarantees Act 1993, but in each case only where the end user/consumer acquires consumer Goods for business purposes.

c. The Customer agrees to indemnify the Company, the Company’s suppliers and the manufacturers of any Goods against any failure by the Customer and its customers or any person in its distribution chain to properly contract out of liability to business end users/consumers under the Consumer Guarantees Act 1993.

10.         Liability

10.1.     The Company will not be liable for any losses of any kind or any delay in supplying Goods or Services which are caused in whole or in part by circumstances beyond the Company’s reasonable control.

10.2.     Subject to clause 10.3 the Company’s liability is limited to the value of any defective Goods, or Services supplied, and neither the Company, or its employees, contractors or agents, any manufacturers or developer of the Goods or any of their materials or components or any suppliers of Services, will be liable to the Customer for loss or damage of any kind however that loss or damage is caused or arises. This limitation of liability includes but is not limited to, costs (including costs of returning Goods to the Company or any manufacturer), loss of data, direct, indirect or consequential loss, loss of contracts, loss of profits, damage caused by or arising from delays in supply, delivery, faulty or delayed installation, unreasonable use, negligence (including a failure to do something which should have been done or to prevent something from happening), faulty specifications and design or faulty materials or components of the Goods.

10.3.     If for any reason a Court finds despite clause 10.2 that the Company is liable to the Customer then to the maximum extent permitted by law such liability will be limited to $10,000.00.

10.4.     The Company will not be liable for any loss, cost, or expense incurred by the Customer arising in connection with the Goods or Services not being suitable for the purpose intended by the Customer, regardless of whether or not the Customer made the Company aware of that purpose. In selecting Goods and Services, the Customer has relied entirely on its own skill and judgement.

10.5.     All risk in, and for, the Goods passes to the Customer on Delivery by the Company. The Company will not be liable for losses of any kind from the time the Goods are available for Delivery to the Customer. The Company reserves the right to charge a storage fee for every day Goods remain on its premises after they are available for Delivery.

11.         Waiver and Severability

11.1.     All the rights, powers, exemptions and remedies of the Company remain in force despite any neglect, forbearance, or delay in enforcing them. The Company will not be considered to have waived any right, power, remedy, or condition unless the waiver is in writing and signed by the Company or an authorised officer of the Company.

11.2.     If any part of the Contract (including these Terms) is held by any court to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining parts of the Contract, including these Terms, or any other Contract.

12.         Intellectual Property Rights

12.1.     The Customer does not acquire any right, title or interest in any copyright, trademarks or other intellectual property rights relating to any of the Goods supplied to the Customer.

12.2.     The Customer must not use any intellectual property (including trademarks) which belong to the Company or its suppliers or manufacturers, or cause, assist or permit anything to occur which may interfere with, damage or endanger those intellectual property rights.

12.3.     The Customer must advise the Company immediately when it becomes aware of any unauthorised use or attempted use by any person of the Company’s trademarks or other intellectual property rights or those of the Company’s suppliers.

12.4.     The Customer must ensure that all confidential information the Company gives to it is protected and in particular made available to its employees only on the basis that those employees at all times maintain strict confidentiality.

13.         Two or More Contracts

13.1.     Where at any time, amounts are outstanding under two or more Contracts with the Company, the Company may apply a payment made by the Customer under a Contract in such manner (including the order and amounts owed to the Company, including under another Contract) as the Company thinks fit (despite any direction to the contrary and whether before or after any default by the Customer).

13.2.     The security interest provided for under these Terms and created by the Contract also secures amounts owed under any other Contract and each Contract (and these Terms), will be construed accordingly.

14.         Privacy Statement

14.1.     The Company may collect, update, and retain information about the Customer that the Company gathers from the supply of Goods and the provision of Services to the Customer. The Company may use this information for purposes in connection with:

a. Providing and marketing the Company’s existing and future Goods and Services to the Customer;

b. Keeping the Customer informed of opportunities and developments in areas or activities the Company believes the Customer may be interested in.

c. Assessing the Customer’s creditworthiness and, if applicable, enforcing debts owed to the Company.

14.2.     The Customer agrees the Company may disclose information about the Customer to such persons as may be necessary or desirable to enable the Company to exercise any power or to enforce or attempt to enforce any of its rights, remedies, and powers under these Terms.

14.3.     If the Company holds personal information about an individual associated with the Customer, that individual is entitled to request the correction of their personal information. If an individual wishes to check the personal information that the Company may have collected and holds about them, that individual can contact: The Privacy Officer, 280F Peake Road, Hautapu, Cambridge.

15.         Trustee Liability If the Customer is a trust, the Contract will bind each trustee of that trust and each of the trustees personally. The Company’s rights against each trustee will only be limited if the trustee is an independent trustee (that is a trustee who has no interest in any of the assets of the trust, expect in the trustee’s capacity as trustee of the trust). The liability of an independent trustee shall be limited to the assets of the trust. However, this shall not affect the liability of an independent trustee who has guaranteed, in his or her personal capacity, the Customer’s obligations under the Contract.

16.         General Conditions

16.1.     The Company may change these Terms from time to time by notice to the Customer in writing which may be by email or by notification on its website.

16.2.     If the Company fails to enforce any terms or to exercise any right under these Terms or to exercise any right under these Terms at any time it has not waived that right.

16.3.     The Customer may not assign or subcontract any of its rights or obligations under these Terms.

16.4.     The Company may assign any of its rights under the Contract without the Customer’s consent.

16.5.     The Customer must give the Company no less than 10 days prior written notice of any proposed change to its name or any contact details.

16.6.     If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions shall MLB-299856-3-16-V1 remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent to the parties as shown by these Terms.

16.7.     These Terms and the Contract are governed by the laws of New Zealand.