GROUT AND ROCK NZ LTD STANDARD TERMS AND CONDITIONS OF TRADE AS PER THE CONSTRUCTION CONTRACTS ACT 2002

1. Definitions

1.1 “Seller” shall mean Grout and Rock NZ Ltd and its successors and assigns.

1.2 “Buyer” shall mean the buyer or any person acting on behalf of and with the authority of the buyer.

1.3 “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the Buyer if a Limited Liability Seller on a principal debtor basis.

1.4 “Goods” shall have the same meaning as in section 2 of the Sale of Goods Act 1908 and are goods supplied by the Seller to the Buyer (and where the context so permits shall include any supply of Services as hereinafter defined).

1.5 “Services” shall mean all services supplied by the Seller to the Buyer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods).

1.6 “Price” shall mean the cost of the goods as agreed between the Seller and the Buyer subject to clause 4 of this contract.

2. Acceptance

2.1 Any instructions received by the Seller from the Buyer for the supply of Goods shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the Seller.

2.2 The Seller has no obligation to provide the Buyer with a start date or program of works until the Buyer has given the Seller written acceptance of the Seller’s quotation.

2.3 None of the Seller’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Seller in writing nor is the Seller bound by any such unauthorised statements.

3. Goods / Services

3.1 The Goods and/or Services are as described on the invoices, quotation, work authorisation or any other work commencement forms as provided by the Seller to the Buyer.

3.2 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that;

(a) such discrepancy in quantity shall not exceed 5%

(b) the Price shall be adjusted pro rata to the discrepancy.

4. Price And Payment

4.1 At the Sellers sole discretion;

(a) The Price shall be as indicated on invoices provided by the Seller to the Buyer in respect of Goods and/or Services supplied; or

(b) The Price of the Goods and/or Services shall be the Seller’s quoted price which shall be binding on the Seller provided that the Buyer shall accept the Seller’s quote within 30 days.

4.2 At the Sellers sole discretion a deposit may be required. The deposit amount or percentage of the Price will be stipulated at the time of the order of the Goods / Services and shall become immediately due and payable. If no amount is stipulated the deposit amount shall be 50% of the value of the Goods/Services.

4.3 Should the scope of the Services increase, additional costs may be applicable accordingly.

4.4 Should the scope of the Service decrease significantly, adjusted rates may be calculated to cover overheads, as the original price was designed against the project as specified.

4.5 Where the cost of raw materials increases/decreases by 3% or more, Seller reserves right to increase/decrease respectively the price in proportion to such increase/decrease.

4.6 Time for payment for the Goods and/or Service shall be of the essence and will be stated on the invoice, work authorisation and quotation form or any other order forms. If no time is stated then payment shall be due on delivery of the Goods/Services.

4.7 For approved Buyers and with permission of the Seller payment shall be due on the 20th of the month following the invoice date.

4.8 The Seller may withhold delivery of the Goods until the Buyer has paid for them, in which event payment shall be made before the delivery date.

4.9 Payment will be made by cash, or by cheque, or by bank cheque, or by automatic payment, or any other method as agreed to between the Buyer and the Seller.

4.10 The Price shall be increased by the amount of any GST and other taxes/duties which may be applicable, except to extent that such taxes are expressly included in any quotation.

5. Risk

5.1 If the Seller retains property in the Goods nonetheless all risk for the Goods passes to the Buyer on delivery. 5.2 If any of the Goods are damaged or destroyed prior to property in them passing to the Buyer, the Seller is entitled, without prejudice to any of its other rights or remedies under these terms and conditions (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable in respect of the Goods. This applies whether or not the Price has become payable under these terms and conditions. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries. The Seller will apply the insurance proceeds as follows:

(i) first, in payment of the Price of the Goods that are damaged or destroyed, if unpaid;

(ii) second, in payment of the outstanding Price of any other Goods supplied to the Buyer by the Seller whether under the terms and conditions or otherwise;

(iii) third, in payment of any other sums payable to the Seller by the Buyer on any account,

(iv) fourth, any balance is to be paid to the Buyer.

6. Delivery Of Goods

6.1 Delivery of the goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.

6.2 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.

6.3 When the Goods at the date of this agreement are in possession of a third person there is no delivery by the Seller to the Buyer unless and until such third person acknowledges to the Buyer that the Goods are being held on behalf of the Buyer subject to the issue or transfer by the Seller of documents of title to the Goods.

6.4 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.

6.5 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the delivery date.

7. Warranty

7.1 Where structures are to be anchored or secured by the Seller, and where those structures are subject to engineering advice supplied by a suitably qualified civil engineer, Seller guarantees those structures against failure of the anchors supplied and installed by Seller.

7.2 The Warranty shall be for the period stated in the engineer’s specifications.

8. Consumer Guarantees Act 1993

8.1 This agreement is subject, in all cases except where the Buyer is contracting within the terms of a trade/business (which cases are specifically excluded), to the provisions of the Consumer Guarantees Act 1993.

9. Default & Consequences Of Default

9.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 3% per calendar month and shall accrue at such a rate after as well as before any judgement.

9.2 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all of EC Credit Control Limited’s costs of collection.

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

9.4 If any account remains unpaid at the end of the second month after supply of the Goods or Services the following shall apply: An immediate amount equivalent to 10% of the amount overdue levied for administration fees which sum shall become immediately due and payable.

9.5 In the event that:

(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or

(b) the Buyer 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 Buyer or any asset of the Buyer; then

(i) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and

(ii) all amounts owing to the Seller shall, whether or not due for payment, immediately become due and payable; and

(iii) the Seller shall be entitled to reclaim any Goods in the Buyer’s possession or control, which have been supplied by the Seller and to dispose of the Goods for its own benefit and shall be entitled to enter, directly or by its agents, upon any land or premises where the Seller believes the Goods which it has supplied are stored without being liable to any person.

10. Title

10.1 It is the intention of the seller and agreed by the Buyer that property in the goods shall not pass until (a) The Buyer has paid all amounts owing for the particular Goods; and (b) The Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer, and that the Goods, or proceeds of the sale of the Goods, shall be kept separate until the Seller shall have received payment and all other obligations of the Buyer are met.

10.2 It is further agreed that:

(a) The Buyer shall not deal with the money of the Seller in any way which may be adverse to the Seller.

(b) Until such time as ownership of the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the Buyer to return the Goods or any of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease.

(c) If the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.

(d) Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Seller’s ownership of rights in respect of the Goods shall continue.

(e) The Buyer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller.

(f) The Seller may require payment of the Price or the balance of the Price due together with any other amounts due from the Buyer to the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.

(g) The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

11. Personal Property Securities Act 1999

11.1 Upon assenting to these terms and conditions the Buyer acknowledges and agrees that:

(a) These terms and conditions constitute a security agreement for the purposes of section 36 of the Personal Property Securities Act 1999 (“PPSA”); and

(b) A security interest is taken in all Goods previously supplied by Seller to Buyer and all Goods that will be supplied in the future by Seller to Buyer during the continuance of the parties relationship

11.2 The Buyer undertakes to:

(a) sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which the Seller may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

(c) not register a financing change statement (in accordance with Regulation 9) or a change demand (in accordance with Regulation 10) without the prior written consent of the Seller;

(d) give the Seller not less than 14 days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s address, facsimile number, or business practice); and

(e) immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

11.3 Unless otherwise agreed to in writing by the Seller, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA

12. Security And Charge

12.1 Notwithstanding anything to the contrary contained herein or any other rights which the Seller may have howsoever:

(a) Where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

(b) Should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Buyer and/or Guarantor shall indemnify the seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.

13. Cancellation

13.1 The Seller may cancel these terms and conditions or cancel delivery of Goods and Services at any time before the Goods are delivered by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price for those Goods. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

13.2 At the Seller’s sole discretion the Customer may cancel delivery of Goods/Services. Should the Customer be permitted to do so, the Customer is liable for costs incurred by the Seller up until cancellation.

14. Privacy Act 1993

14.1 For the purposes of the Privacy Act 1993 the Buyer and the Guarantor/s authorises the Seller to collect, retain and use any information about the Buyer, for the purpose of assessing the Buyers creditworthiness or marketing any Goods and Services provided by the Seller to any other party.

15. General

15.1 The Buyer shall provide to the Seller as soon as practicable following request, all information in their power to obtain which relates to the services. The Seller shall not, without the buyer’s prior consent, use information for purposes unrelated to the Services. In providing the information, the Buyer shall ensure compliance with the Copyright Act 1994 and identify any proprietary rights that other persons may have.

15.2 If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

15.3 All Goods and Services supplied by the Seller are subject to the laws of New Zealand.

15.4 The Buyer shall not set off against the Price amounts due from the Seller.

15.5 The Seller may license or sub-contract its rights and obligations without the Buyer’s consent.

15.6 The Seller reserves the right to review these terms and conditions from time to time, and any change will take effect from the date the seller notifies the Buyer of such change.

TERMS

• 25% Deposit required before ordering of piles
• Pricing subject to change based on information from geotechnical report
• Balance due 7 days following completion of job unless prior arrangement.
• No Retentions
• No liquidated damages
• Pile positions to be clearly marked on site
• Work Under or inside buildings require 2.4 m clearance between bottom of house and ground level and or ceiling and working platform .
• No returns unless agreed

TAGS

• No allowance for rock or basalt
• No allowance for loading out or cartage of waste spoil
• No allowance for casing of pile pre-drill bores
• No allowance for STMS or similar
• No allowance for silt fencing or silt/sediment control
• All Weather access to be provided
• No allowance for load testing
• No allowance for PDA testing
• No allowance for un-drivable material (eg surface rock or stumps)
• All weather access to be provided to suit equipment generally a 25 or 35 ton digger (3.6m wide and 4.0m high) or bobcat and associated equipment. · A 20ft container with our equipment will generally be required to be left in a suitable position within the site. Assume there will be a suitable area for this. Any requirement and or a consent to leave this outside the site boundary will be the responsibility of the client or project manager.
• Obstacles dug out at extra cost
• All Services (eg power, water, telephone, storm water, sewer etc) to be located and protected /isolated prior to starting job. Includes services that may be vulnerable to possible access points outside site boundary by our equipment.
• No responsibility for damage to existing roadway or access points
• Assumes site is safety fenced
• No allowance for setting out, cutting off, joining or cartage away from site waste materials .
• For works inside under existing buildings no allowance for shifting braces etc in any way
• A stable working platform is to be provided by customer.