Terms and Conditions

TERMS AND CONDITIONS

TO THE SIMPLE SALES AGREEMENT

1. DEFINITIONS

1.1 The following definitions shall apply to the Simple Sales Agreement and the contract between the Customer and Supplier, and Guarantor (if any):

“Balance” means the amount payable for Custom Orders for the purchase of the Goods after the Deposit is paid;

“Business Day” means any day other than a Saturday, Sunday, or a statutory public holiday in New Zealand;

“Customer” means the person, company, or entity purchasing Goods from the Supplier;

“Delivery Date” means 3-5 working days from the agreed payment(s);

“Deposit” means the deposit amount specified in the Agreement and herein for Custom Orders which shall be payable immediately on the date of the Agreement;

“Goods” means all products, materials, or items supplied by the Supplier (including building supplies, panels, or custom orders);

“Guarantor(s)” means the person(s) named as the Guarantor(s) under the Agreement and personally liable for the obligations of the Customer;

“Non-Credit Customers” means a customer who purchases goods and/or services from a supplier on a cash-before-delivery, cash-on-delivery, or immediate payment basis, and who is not approved for or does not hold a trade credit account with the supplier;

“Purchase Price” means the price of the Goods upon delivery unless previously fixed by written agreement between the parties. Purchase Price is exclusive of GST, delivery costs and any other applicable taxes;

“Simple Sales Agreement” means the form of agreement signed by the Customer, Supplier and Guarantor (if any) and subject to the terms set out herein, and referred to herein as the Agreement;

“Supplier” means SUN&L New Zealand Limited;

“Trade Credit Account Customers” means means a person or entity that has been approved by a supplier to purchase goods and/or services on credit pursuant to agreed commercial terms, and is subject to the supplier’s standard terms of trade or a credit agreement, including obligations relating to payment, interest on overdue accounts, and default remedies.

2. ACCEPTANCE OF TERMS

2.1 The Customer shall initiate an order for Goods by signing the Simple Sales Agreement which shall constitute an Agreement between the Supplier, Customer and Guarantor(s) together with these Terms and Conditions.

2.2 If there is a conflict between the Simple Sales Agreement and the Terms and Conditions, the Terms and Conditions shall prevail. 2

2.3 All orders placed by the Customer are subject to these Terms and Conditions, which supersede any other agreements, oral or written, unless expressly agreed upon in writing by the Supplier.

2.4 In continuing purchase of the Goods from the Supplier, the Customer accepts these Terms and Conditions as being legally binding on the Customer (and Guarantor(s)).

3. SCOPE AND APPLICATION

3.1 The Agreement applies exclusively to customers who are not the approved Trade Credit Account Customers. Where a Trade Credit Account is in place, the Supplier’s applicable credit account terms shall apply.

3.2 Unless expressly agreed in writing by the Supplier, the terms set out herein shall override any inconsistent or additional terms contained in the Customer’s order, purchase terms and/or any other communication from the Customer, which shall be of no effect.

4. ORDERS AND QUOTATIONS

4.1 All quotations, price lists and/or estimates provided by the Supplier are non-binding and are provided for indicative purposes only. Quotations are valid for a maximum period of fourteen (14) days unless otherwise stated in writing by the Supplier. All prices are exclusive of GST and may be adjusted by the Supplier at any time to reflect changes in costs, including but not limited to materials, labour, transport, and exchange rates.

4.2 No order shall be binding on the Supplier unless and until the parties have entered into the Agreement and the Supplier has expressly accepted the order in writing.

4.3 The Supplier reserves the sole and absolute right to accept or reject any order, in whole or in part, at its discretion and without the need to provide reasons.

4.4 The Customer is solely responsible for ensuring that all information provided to the Supplier in connection with any order is complete and accurate. The parties acknowledge and agree that the Supplier shall not be liable for any delays, additional costs, or other issues arising from inaccurate, incomplete, or omitted information provided by the Customer.

4.5 The Customer may cancel an order for standard stock items only by giving at least [2] working days’ prior written notice to the Supplier. No cancellations are permitted for non-stock, customised and/or special-order items. The Supplier reserves the right, at its sole discretion (acting reasonably), to charge reasonable cancellation or restocking fees to the Customer.

4.6 No variation, amendment, or modification to an order will be effective unless accepted in writing by the Supplier. Any variation requested by the Customer may result in additional costs and/or delays, and the Supplier may adjust the Purchase Price to 3

reflect such changes. The Customer shall give at least [2] working days’ written notice to the Supplier to request any variation, amendment or modification to an order.

5. PRICING AND PAYMENT

5.1 The Purchase Price shall be in New Zealand Dollars (NZD), unless otherwise agreed in writing by the Supplier.

5.2 The Purchase Price excludes GST, shipping, handling, or any other taxes, charges or duties, which will b shall be payable in addition by the Customer prior to delivery of the Goods.

5.3 The Goods shall be subject to Goods and Services Tax (GST) under the Goods and Services Tax Act 1985 and shall be payable by the Customer in addition to the Purchase Price.

5.4 Non-credit Customers must pay the full Purchase Price in cleared funds before dispatch or delivery of the Goods. For the avoidance of doubt, no Goods will be released or delivered until full payment is received.

5.5 The Deposit for Custom Orders are payable immediately upon the date of the Agreement and is non-refundable. The Customer is required to pay the Balance in full prior to delivery unless otherwise agreed in writing by the Supplier.

5.6 The Supplier may vary prices at any time prior to acceptance of an order and reserves the right to pass to the Customer on any increases in costs of materials, freight, currency exchange and/or other input costs.

5.7 The Supplier reserves the right to charge interest at the rate of 20% per annum on the Customer’s all overdue amounts from the due date until payment is received in full.

5.8 The Supplier may suspend delivery of Goods if the Customer is in default of any payment obligation under the Agreement and the terms set out herein.

5.9 The Supplier may apply any payment received from the Customer towards any outstanding amounts owing under the Agreement or any other agreement with the Customer, at its sole discretion, with written notice to the Customer.

6. DELIVERY OF GOODS AND RISK

6.1 The Customer acknowledges and agrees to pay all delivery and handling charges in addition to the Purchase Price, unless agreed in writing prior to the delivery.

6.2 The Supplier shall use its best endeavours to deliver the Goods to the Customer by the Delivery Date.

6.3 The Supplier shall provide updates on delivery status where reasonably practicable. 4

6.4 While the Supplier will use best endeavours to deliver the Goods by the Delivery Date, the Customer accepts that the Supplier shall not be liable for any loss or damage whatsoever (including consequential loss) arising from late or non-delivery.

6.5 Risk in the Goods passes to the Customer upon dispatch from the Supplier’s premises, or upon delivery to the Customer’s nominated address, whichever occurs first. The Customer must inspect the Goods and notify the Supplier in writing of any defects within seven (7) days of delivery.

6.6 Delivery is deemed complete when:

(a) Goods are collected by the Customer or its agent from the Supplier’s premises; or

(b) Goods are unloaded curbside at the Customer’s designated delivery location.

6.7 If the Customer fails or refuses to accept delivery, the Supplier may store the Goods at the Customer’s cost and risk. The Customer shall also pay any redelivery or holding charges incurred by the Supplier. If the Goods are uncollected by the Customer for 90 days, the Supplier may resell or dispose of the Goods without any liability and the Customer shall remain liable for any shortfall (if any).

7. RETURNS

7.1 No returns shall be accepted without the Supplier’s prior written approval. Returned Goods must be in original condition and packaging acceptable to the Supplier. The Customer shall be liable for all return shipping costs and further be liable for any repair, cleaning, repackaging, and/or restocking costs.

8. LIMITATION OF LIABILITY

8.1 The Supplier’s total liability under or in connection with the Agreement (whether in contract, tort, negligence or otherwise) shall be limited to the lesser of:

(a) the Purchase Price of the relevant Goods; or

(b) the amount recoverable under any applicable insurance policy held by the Supplier.

8.2 The Customer acknowledges and accepts that the Supplier shall not be liable for any indirect, consequential, special, or incidental loss, including but not limited to loss of profit, revenue, opportunity, production, or business interruption.

9. PRODUCT SAFETY AND COMPLIANCE

9.1 The Customer acknowledges and agrees that:

(a) it shall comply with all safety instructions provided with the Good;

(b) it shall not alter, modify or remove any safety features of the Goods;

(c) it shall be solely responsible for training its staff and end users in the safe and appropriate use of the Goods; and 5

(d) it shall be responsible for ensuring the Goods comply with any applicable laws or regulations in the Customer’s jurisdiction.

9.2 The Supplier shall not be liable for any loss, damage and/or injury arising from the Customer’s improper use of the Goods, failure to adhere to the provided safety guidelines and/or implementation of any third-party advice relating to the use of the Goods.

10. PERSONAL GUARANTEE

10.1 In consideration of the Supplier agreeing to supply the Goods to the Customer, the Guarantor(s) (as listed above) hereby jointly and severally personally guarantee to the Supplier the due and punctual payment and all obligations by the Customer of all amounts payable under the Agreement and the due performance and observance by the Customer of all its obligations under the Agreement.

10.2 The Guarantor(s) acknowledge and agree that the personal guarantee(s) shall be unlimited.

10.3 This guarantee is a continuing guarantee and will remain in full force and effect until all obligations of the Customer to the Supplier have been fully satisfied.

10.4 The Guarantor(s) agree that their liability under this guarantee will not be discharged, diminished, or affected by:

(a) any variation or modification of the Agreement;

(b) any extension of time or indulgence granted to the Customer;

(c) any compounding, compromise, release, abandonment, waiver, or other concession by the Supplier in respect of the Customer;

(d) the liquidation, bankruptcy, or insolvency of the Customer; and

(e) any other act, omission, matter, or thing whereby the Guarantor(s) would, but for the provisions of this clause, have been released from liability under this guarantee.

10.5 The Guarantor(s) waive any right they may have to require the Supplier to proceed against or enforce any other right or security or claim payment from any person before claiming from the Guarantor(s) under this guarantee.

10.6 The Guarantor(s) acknowledge that:

(a) They have read and understood the terms of the Agreement and set out herein;

(b) They have had the opportunity to seek independent legal advice before entering into this guarantee; and

(c) This guarantee has been entered into voluntarily and without any undue influence or duress.

10.7 If there is more than one Guarantor, their liability under this guarantee is joint and several. 6

10.8 The Guarantor(s) has been given the opportunity to seek independent legal advice and has entered into the guarantee and Agreement in any case.

11. FORCE MAJEURE

11.1 The Supplier shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, pandemics, endemics, national or local lockdowns, embargoes, fire, war, terrorism, civil unrest, equipment failures or transport failures.

11.2 In such events, the Supplier may, at its sole discretion, suspend or cancel any affected orders without any liability to the Customer.

12. DEFAULT AND ENFORCEMENT

12.1 The following shall constitute events of default:

(a) The Customer’s non-payment of any amount by the due date;

(b) The Customer becoming insolvent, bankrupt, or subject to external administration;

(c) Breach of any of the terms of the Agreement or set out herein by the Customer or Guarantor(s);

(d) Misrepresentation by the Customer; or

(e) Any adverse change in the Customer’s financial position.

12.2 Upon default, the Supplier may (without prejudice to any other rights):

(a) Suspend or cancel any orders;

(b) Demand immediate payment of all outstanding amounts;

(c) Repossess any unpaid Goods (whether installed or not);

(d) Enforce any security interest over the Customer’s assets;

(e) Appoint a receiver over the Customer’s business or property; or

(f) Recover all enforcement, legal, and collection costs on a full indemnity basis.

13. TERMINATION

13.1 Either party may terminate the Agreement by providing ten (10) working days’ notice to the other party of any material breach of the Agreement. Such termination shall not release the breaching party of any obligations or liabilities under the Agreement.

14. SECURITY INTEREST (PPSA)

14.1 The ownership of the Goods shall remain with the Supplier until the Supplier has received full payment in cleared funds for the Goods and any other amounts owed by the Customer under the Agreement. Until such payment is made, the Customer holds the Goods as bailee for the Supplier.

14.2 While the Goods remain the property of the Supplier, the Customer shall:

(a) store them separately in a manner that clearly identifies them as the Supplier’s property at its own cost; 7

(b) not remove, deface, or obscure any identifying marks or packaging;

(c) maintain appropriate insurance for the Goods against all usual risks at its own cost; and

(d) not sell, assign, or otherwise dispose of the Goods except in the ordinary course of business and must hold any proceeds from such disposal on trust for the Supplier in a separate bank account.

14.3 If the Customer fails to pay in full or otherwise defaults under the Agreement, the Supplier may (without notice) retake possession of any Goods to which it retains ownership. The Customer irrevocably grants the Supplier, its agents, and employees an unrestricted right of access to any premises where such Goods are stored for that purpose, and the Customer shall indemnify the Supplier against any liability in connection with such entry or repossession.

14.4 Security Interest (PPSA)

(a) The Customer acknowledges and agrees that the Agreement constitutes a security agreement for the purposes of the Personal Property Securities Act 1999 (PPSA), and creates a Purchase Money Security Interest (PMSI) in favour of the Supplier over the Goods and all proceeds (including book debts and receivables) derived from the Goods; and

(b) The Customer undertakes to do all things and provide all information reasonably required by the Supplier to perfect and maintain its security interest, including signing further documents and facilitating registration of financing statements.

14.5 The Customer acknowledges and agrees that the Supplier’s security interest continues until all amounts owed by the Customer have been fully paid and all obligations performed, notwithstanding delivery or possession of the Goods.

15. CONFIDENTIALITY

15.1 The Supplier, Customer and Guarantor(s) agree to treat the Agreement with confidentiality and not disclose the terms of the Agreement and set out herein to any third parties without prior written consent of the other parties.

16. GOVERNING LAW

16.1 The Agreement (and Guarantee contained herewith) shall be governed by and construed in accordance with the laws of New Zealand.

16.2 Any disputes arising out of or in connection with the Agreement will be subject to the exclusive jurisdiction of the courts of New Zealand.

17. GENERAL

17.1 If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. 8

17.2 The Supplier’s failure to enforce any right or provision of the Agreement does not constitute a waiver of such right or provision.

17.3 The Agreement shall constitute the entire agreement between the Supplier and the Customer with respect to the supply of Goods and supersede all prior agreements and understandings.

18. COUNTERPARTS CLAUSE

18.1 The Agreement may be executed in two or more counterparts, all of which together shall be deemed to constitute one and the same deed. A party may sign this Agree in counterpart copy (using an electronic Agreement or “wet ink”) and sending it to the other party, including by scanned electronic versions or email.