1. AGREEMENT

Homestead Picture Framers Limited (“Homestead”) company number (7281817) agrees to use its reasonable efforts to provide reliable and high quality products and services as requested from time to time by the customer and the customer agrees to be bound by the following terms and conditions of supply.

2. PERFORMANCE

Homestead will endeavour to supply the products, and provide the services as ordered from time to time by the customer within a reasonable timeframe. If Homestead is unable to perform any part of this agreement by reason of any event or cause which is beyond the reasonable control of Homestead, including without limitation governmental regulations, any act of God, fire, flood or any disaster, any industrial dispute or unavailability of materials, Homestead shall be excused from such performance to the extent of such prevention.

3. PRICE AND PAYMENT

It is acknowledged by the customer that Homestead shall be entitled to determine the contract price for the provision of goods and services as specified in the pricing schedule incorporated herein, on the basis that Homestead may, adjust the contract price anticipated hereunder from time to time, with such prices to be subject to alteration or withdrawal with prior notice.

In particular, the customer acknowledges that any costing supplied by Homestead are deemed to be an estimate and as such does not amount to a quotation unless expressly recorded as such at the time of invoice. The contract price shall be subject to the applicable taxes of New Zealand, and will be subject to adjustment by Homestead as may be required at law or by any public body or by any change in supplier and production pricing from time to time. Homestead shall notify the customer of any amendments to the contract price in writing. All amounts due under this agreement shall be paid in full without any deduction or withholding and the customer is not entitled to any set-off or counter-claim against Homestead.

All courier and storage costs are payable by the customer and will be invoiced independently of the contract price referred to herein.

4. TITLE

Title to any goods produced by Homestead, including but not restricted to the incorporation of material supplied by the customer shall remain with Homestead and shall not pass to the customer until payment of the contract price and other costs anticipated hereunder have been received by Homestead as cleared funds. In the event that the customer has failed to attend to payment of tl1e contract price and other costs anticipated hereunder within 5 working days of the required date for payment then the customer irrevocably authorises Homestead to proceed with the orderly sale of tile product, tile definition of which will include reference to any material supplied by the customer that has been incorporated into manufacture of the product by Homestead in tile absence of the prior consent of the customer. The proceeds of sale received by Homestead shall be applied firstly in payment of the contract price and any other costs payable hereunder, secondly in payment of penalty interest and costs of recovery, pursuant to which the balance will be held by Homestead on trust for the customer. The customer acknowledges that Homestead is authorised to convey any information relating to any default by the customer under tllis agreement to any credit reference and/or collection agency, and shall be entitled to carry out a credit check on the customer with any agency and supply to the agency such information about the customer as is necessary for completing tile credit check.

5. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”)

Without limiting the provisions of these terms and conditions of supply the customer acknowledges and agrees that pursuant to the PPSA these terms and conditions of sale constitute a security agreement in tile goods in favour of Homestead, and in particular extends to Homestead the ability to register a financing statement with reference to all monies due and payable hereunder.

6. RETURN OF GOODS

The customer acknowledges and accepts that credit will only be issued by Homestead on the following circumstances:
(a) Where Homestead is unable to perform any part of this Agreement anticipated pursuant to clause 2 herein.
(b) Where the customer has notified Homestead of any fault or defect with the products and/or services in writing within 7 days from the earlier of the date of invoice, or the date upon which the customer takes delivery of the product.

7. GENERAL

This agreement may only be varied in writing and signed by both parties. No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.

This agreement shall represent the entire agreement and understanding of the parties and supersedes all prior agreements or arrangements ( oral, written or otherwise) relating to the subject matter of this agreement.

If any provision of this agreement is or becomes for any reason whatsoever invalid or unenforceable, it shall be devisable from this agreement and shall be deemed to be deleted from it, and the validity of tile remaining provisions shall not be affected in any way.

Any dispute arising between the parties arising out of or in connection with this agreement shall be referred to the arbitration of a single arbitrator ( or two arbitrators if the parties are unable to agree on a single arbitrator) in accordance with, or subject to, the provisions of (and amendments to) the Arbitration Act 1996. The costs of such referral shall be borne by the customer.

This agreement shall be governed by the laws of New Zealand and subject to the exclusive jurisdiction of the New Zealand Courts.

8. CONSUMER GUARANTEES ACT

In circumstances where the customer is a “consumer” as defined in the Consumer Guarantees Act 1993, and does not use the materials and services as supplied by Homestead for the purposes of a business, then the provisions of the this contract which are prohibited by the Consumer Guarantees Act 1993 are deemed to have been deleted from this contract. If the customer is a “consumer” as defined in the Consumer Guarantees Act 1993 but uses the materials and services for tile purposes of a business, then the customer agrees that the provisions of the Consumer Guarantees Act 1993 shall not apply and the terms of this contract shall exclusively govern the relationship as between the parties.

9. GUARANTEE

Where is customer is a limited liability company, the directors of that company, hereby guarantee the payment of all money now due or any time or times hereafter to become due and payable to Homestead by tile said customer including but not restricted to the following:

(i) The contract price; and
(ii) All other costs resulting from or in accordance with this agreement.