Terms and Conditions of Sale
1. General(a) In this Agreement, unless the context otherwise requires:
Agreement means this agreement together with TE’s quotation andcredit approval and/or guarantee provided by the Customer to TE.
Credit Arrangement means the credit terms available to Customer
pursuant to an application by Customer for the provision of Goods on
credit submitted to TE using TE’s standard credit application form andaccepted in writing by TE (referred to as the Confidential Credit
Application and Agreement);
Customer means the party to whom TE has agreed to supply Goodspursuant to the Agreement;
Goods means the goods and/or services agreed to be supplied by TE
and purchased by Customer pursuant to the Agreement;
GST means the tax payable under the Goods and Services Tax Act
1985 or, if that Act does not exist means any Act imposing or relating to
the imposition or administration of a goods and services tax in New
Zealand and any regulation made under that Act;
Guarantee means the guarantee document provided by Customer or
Customer’s directors, shareholders or principals to TE to guarantee theperformance of the Agreement by Customer;
Proprietary Information means any and all information and intellectual
property relating to the Goods or the installation or operation of theGoods including but not limited to patents, designs, drawings,
instruction booklets, specifications, circuit drawings, componentry,
trade secrets, trade marks and copyright in such information andintellectual property;
Purchase Order means the written purchase order by Customer to TE
for the supply of the Goods;
TE means Tyco Electronics NZ Limited.
TE Group means that group of companies that has as its ultimate
parent TE Connectivity Ltd.
(b) This Agreement records the entire arrangement between theparties relating to the matters dealt with in this Agreement andsupersedes
allpreviousarrangements,
understandingsor
representations whether written, oral or both, relating to these matters.
2. Quotations and Purchase Orders(a) Subject to the paragraph (b) below, and unless TE has withdrawn
its quotation, the Customer may make an order under that quotation fora period of 30 days from the date of issue or as otherwise specified in
the quotation. Prices given in any quotation by TE are applicable tothat quotation only, and will not apply in any other instances. A
quotation from TE is not an offer to sell.
(b) In order to purchase the Goods, Customer must place with TE a
Purchase Order setting out an order number, TE’s quotation number (ifapplicable), full description of the Goods to be purchased, the delivery
date, delivery point and any other information required by TE. The
Purchase Order may be accepted or rejected by TE at TE’s sole
discretion.
(c) A contract shall be formed by and upon TE accepting from
Customer a Purchase Order pursuant to the clause immediately above
and each contract shall be governed by the Agreement.
(d) Any conditions or terms of purchase submitted by Customer
deviating from or inconsistent with the Agreement will not bind TE,
notwithstanding any statement by Customer in its Purchase Order thatits terms and conditions prevail over the Agreement.
(e) Where the Goods to be supplied contain raw materials, the priceand availability of which is unpredictable (eg PVC, copper, steel), andthere is a lack of available such raw material either to enable TE tosupply the Goods or to supply the Goods at the price stated in thePurchase Order, TE may, at its sole option:(i) expend additional time to make reasonable efforts to attempt tolocate raw material, and if raw material cannot be located, serve noticeof immediate termination of the Purchase Order under the Agreement;or(ii) endeavour to reach agreement with Customer on an increase in thepurchase price for the Goods, and if agreement cannot be reached,
serve notice of immediate termination of the Purchase Order under the
Agreement; or(iii) serve notice of immediate termination of the Purchase Order underthe Agreement.
In neither case shall TE have any liability to Customer as a result ofsuch termination, but Customer shall pay to TE the purchase price ofGoods actually supplied or to be supplied under the Purchase Order

Issue Date: April 2011

under the Agreement.
3. Payment of Purchase Price(a) Unless otherwise agreed in writing, TE accepts Purchase Orders
subject to the condition that Customer agrees to pay the purchase priceappearing on TE’s price list for those Goods current as at the date thatTE accepts the Purchase Order.
(b) A copy of TE’s price list for the Goods is available on request. All
prices on TE’s price list are subject to alteration without notice.
(c) The total purchase price, unless otherwise stated in the Purchase
Order, includes GST but does not include any delivery charges,
packaging, freight, assembly costs, installation costs, costs andcharges of third party suppliers such as electricians, insurance or any
statutory, sales, excise, or other taxes, duties or imposts, all of which
may be added to the purchase price or otherwise will be paid by
Customer or reimbursed by Customer to TE, as TE may elect.
(d) The Customer shall pay the amount set out in the invoice issued by
TE in accordance with the payment terms set out in the Customer's
credit approval (as may be amended by TE in writing from time to timein its sole discretion), or in the absence of specified payment terms
within 30 days of the date of the invoice.
(e) If the Customer fails to pay the full amount on the due date TE may
charge, and the Customer must pay, interest calculated daily on any
monies which are overdue at the rate of 4% per annum over theWestpac Indicator Lending Rate as quoted from time to time. Any
payment subsequently voided by any statutory entitlement shall bedeemed to the extent of such voidance not be have been made.
(f) Customer must not set off any money owing or alleged to be owing
by TE against money due by Customer to TE.
(g) Customer acknowledges that TE is a member of the TE Group.
Customer agrees that TE and/or any other TE Group company isentitled to exercise a right of set off to the extent Customer is indebted
to TE or to any TE Group company against any monies due by TE to
Customer or any TE Group company on this or any other account.
4. Cancellation of Orders
Customer may not alter or cancel a Purchase Order without TE’s priorwritten consent. If TE agrees to alter or cancel the Purchase Order,
Customer will indemnify TE against any loss, damage and expense
incurred by TE in relation to the alteration or cancellation of that
Purchase Order, including the cost of return freight, return shipping tofactory of origin, items purchased from third parties for inclusion in theGoods and all labour and engineering costs incurred by TE in theexecution or part execution of the Goods and including compensation
payable to any of TE’s suppliers and loss of profit.
5. Return of Goods and Credits(a) Customer is deemed to have accepted the Goods unless it makes
a claim in accordance with the clause immediately below.
(b) Customer may reject any Goods that are wrongly supplied oroversupplied by notifying TE of the claim and providing full particularsof the claim in writing within 5 days of receipt of those Goods. TE may
dispute any such claim.
(c) Goods referred to in the clause immediately above may be returned
to TE for credit if all of the following is complied with:(i) the Goods are returned to TE’s premises by prior arrangement andwith TE’s written approval within 7 days of delivery, at no cost to TE,
unless delivered as the result of an administrative error by TE, in whichcase TE will bear the cost of return;(ii) the Goods are accompanied by a dispatch note stating TE’s
original invoice number and reason for return; and(iii) the Goods are returned in an unsoiled, undamaged and resaleablecondition in their original packing.
(d) Customer must not return any Goods to TE unless it has compliedwith the two clauses immediately above and has done all things
necessary to permit TE to examine the Goods to TE’s satisfaction
within that period.
6. Delivery and Storage(a) All quoted delivery or consignment dates are estimates only. TE is
not obliged to meet such dates and will not be liable to Customer byreason of delays caused by any reason whatsoever.
(b) TE is deemed to have delivered the Goods when the Goods are
made available to Customer for physical collection by or on behalf ofCustomer at Customer’s nominated delivery point (Delivery). Any
unloading or loading shall be Customer’s responsibility, unless TE

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otherwise agrees in writing.
(c) TE may deliver the Goods by instalments (where, in TE’s opinion,
this is reasonable) and issue interim invoices to Customer.
(d) Without limiting any other provision of the Agreement, failure by
Customer to pay any instalment, or any other amount when due, will
entitle TE to withhold or delay delivery of any remaining Goods
ordered.
(e) If Customer is unable to collect the Goods at Customer’s
nominated delivery point on the delivery day, TE may (at its option andwithout limiting its other rights and remedies) arrange suitable storageof the Goods, whether at its premises or elsewhere, and Customer
must pay or reimburse all costs and expenses of storage, insurance,
demurrage, handling and other charges associated with such storage.
Notwithstanding Customer’s inability to collect the Goods, Delivery isdeemed to have occurred.
7. Title and Risk(a) Title to the Goods shall remain with TE until all monies owing by
Customer to TE have been paid in full (whether such monies arepayable under a specific contract or on any other account).
(b) Without limiting paragraph (a) above, the Customer acknowledges
and agrees to the following:(i) This Agreement creates and/or provides for an interest or interests
in favour of TE in the Goods supplied by TE under this Agreement
which will constitute a security interest in the Goods and the proceedsof sale of such Goods under the Personal Property Securities Act 1999
(PPSA).
(ii) Customer will, upon request by TE, enter into a security agreement,
in a form provided by TE, pursuant to which TE will maintain a firstpriority (or such other priority as TE agrees in writing) security interestin the Goods and the proceeds of such Goods. The Customer shall act
immediately in this regard when requested by TE and at theCustomer’s own cost.
(iii) To the fullest extent permitted by law, the Customer waives any
rights it may have now or in the future to receive a copy of any
verification statement or other confirmation related to the interests
created or provided for by, or perfected in the manner contemplated by,this Agreement.
(c) Until such time as Customer has paid in full all monies owing to TE,
Customer shall:(i) store the Goods separately and mark them so that they are clearlyand easily identifiable as TE’s property and, if Supplier requests, inform
TE of the location of the Goods;(ii) hold the Goods as bailee for TE, subject to Customer’s right to deal
with the Goods in the ordinary course of Customer’s business(Bailment);(iii) indemnify TE against any claim arising out of the possession, use
or disposal of the Goods by Customer or repossession or attempted
repossession by TE.
(d) If:(i) a payment is not made in accordance with the Agreement;(ii) Customer commits any other breach of the Agreement;(iii) Customer becomes bankrupt, has an administrator, a receiver or areceiver and manager appointed, goes into liquidation (whether
voluntarily or otherwise), or is wound up, dissolved or declaredinsolvent,then TE may at any time, without notice to Customer and without
prejudice to any other rights that it may have against Customer:(i) terminate the Agreement and the Bailment;(ii) suspend some or all its obligations to Customer under the
Agreement; and/or(iii) enter upon any premises owned or occupied by Customer where
TE reasonably believes the Goods may be stored and repossess theGoods without being liable for any damages caused.
(e) If Customer sells the Goods before payment in full to TE, or uses
the Goods in a manufacturing or construction process of its own orsome third party, Customer holds the proceeds on trust for TE in
respect of those Goods, and must keep such proceeds in a separate
account until the liability to TE is discharged and must immediately paythat amount to TE.
(f) The risk in the Goods passes to Customer at the time of Delivery.
8. Insurance
Customer must keep the Goods insured against all risks for Goods ofthat kind from the time the risk in the Goods passes to Customer until
the time that title to the Goods passes to Customer. Customer holds
the proceeds of that insurance on trust for TE up to the amount it owes
TE in respect of those Goods, and must keep such proceeds in a
separate account until the liability to TE is discharged and must
immediately pay that amount to TE.

Issue Date: April 2011

9. Warranty and Limitation of Liability(a) TE makes no warranties or representations to Customer, and all
warranties implied by law are excluded.
(b) TE warrants the Goods to be free from defects in workmanship andmaterials under normal use and service for a period of 1 calendar year
from the Delivery (Warranty Period). This warranty does not cover
costs of recovery of the Goods from the site or damage, fault, failure or
malfunction due to external causes including accident, abuse, misuse,mechanical or electrical overload, abrasion, corrosion, incorrect
installation, failure to perform required preventative maintenance ornormal wear and tear.
(c) During the Warranty Period, to the extent permitted by law,
Customer’s sole remedy with respect to breach of warranties set out inthe clause immediately above will be to repair or replace (as TE mayelect) any such defective Goods at TE’s expense. The replacement or
repaired Goods shall be covered by the unexpired portion of theWarranty Period in respect of the original Goods or for a period of 90days, whichever is the greater.
(d) For equipment forming part of the Goods, which equipment is not
manufactured by TE, the original manufacturer’s warranty will apply.
TE’s liability for such equipment shall not exceed the liability of the
manufacturer.
(e) In respect of Goods that are not ordinarily acquired for personal,
domestic or household use or consumption, the liability of TE for abreach of any condition or warranty implied by law is limited at TE’s
option to the repair the Goods or supply replacement Goods.
(f) TE’s liability under the Agreement will be reduced by the amount of
any contributory loss or damage to the extent caused by Customer’s
act or omission.
(g) Customer acknowledges and agrees that, to the extent permitted
by law, TE has no liability in contract, tort (including negligence or
breach of statutory duty), by statute or otherwise for loss or damage(whether direct or indirect) of profits, opportunity, revenue, goodwill,bargain, production, contracts, business or anticipated savings,
corruption or destruction of data or for any indirect, special orconsequential loss or damage whatsoever.
(h) All guarantees, warranties and conditions expressed or implied bystatute, law or otherwise, including without limitation, any guarantees,
warranties or conditions relating to the quality, merchantability or fitness
for purpose of the Goods are excluded to the fullest permitted by law.
The Customer acknowledges and agrees that to the extent it isacquiring the Goods under this Agreement for the purposes of abusiness, as defined in the Consumer Guarantees Act 1993, theConsumer Guarantees Act 1993 shall not apply to this Agreement.
(i) TE’s total liability under any contract and the Agreement shall not
exceed the total dollar amount of the Goods purchased by Customer
under each contract.
10. Proprietary Information(a) Customer acknowledges that all Proprietary Information and allright, title and interest therein are the sole property of or licensed by TE
and Customer shall gain no right, title or interest in the Proprietary
Information whatsoever. Customer specifically acknowledges TE’s
exclusive rights to ownership of any modification, translation or
adaptation of the Proprietary Information and any other improvement ordevelopment based thereon, whether developed, supplied, installed or
paid for by or on behalf of Customer or any buyer of Customer orotherwise.
(b) Customer must not and must not permit any person reasonably
within its control nor procure any person to modify, copy, clone orreverse engineer the Goods, or copy, modify or decompile any of TE’s
documentation relating to the Goods.
11. Export/Re-Export/Resale(a) The Goods supplied are intended for use only in New Zealand,
unless TE otherwise agrees. If Customer exports or re-exports theGoods, it is Customer’s responsibility to ensure that the Goods and theuse to which they are put comply with the laws of the destination.
(b) Customer acknowledges that the Goods purchased by Customer
may not be sold, leased or otherwise transferred to or utilised by aterrorist organisation, a party listed on the (US) Denied Persons List or
by an end-user engaged in activities related to weapons of mass
destruction, including but not limited to activities related to design,development, production or use of nuclear materials, nuclear facilities
or nuclear weapons, missiles or support of missile projects, or chemical
or biological weapons.
(c) If the Purchaser resells the Goods, it shall not, in connection with
their resale, pay or offer to pay, money or any thing of value to any
government official, entity or organization, any political party, any
candidate for public office, or their employees or relatives, for the2

purpose of influencing purchasing decisions or for any other improper
purpose.
12. Miscellaneous(a) The fact that TE fails to do, or delays in doing, something it isentitled to do under the Agreement, does not amount to a waiver of its
right to do it. TE must agree in writing to any waiver.
(b) If a clause or part of a clause can be read in a way that makes it
illegal, unenforceable or invalid, but can also be read in a way thatmakes it legal, enforceable and valid, it must be read in the latter way.
If any clause or part of a clause is illegal, unenforceable or invalid, thatclause or part is to be treated as removed from the Agreement, but therest of the Agreement is not affected.
(c) TE shall not be liable for any failure to fulfil or any delay in fulfilling
any obligation arising under the Agreement if the failure or delay has
been caused directly or indirectly by any act of God, war or other civilcommotion, strikes, lockouts, stoppages and restraints of labour,
breakdown of machinery, inability to obtain raw materials or fuel, fire or
explosion, any government action or any other cause beyond TE’s
reasonable control and not as a consequence of TE’s negligence.

Issue Date: April 2011(d) Any notice to be given to a party under the Agreement must be inwriting and must be sent by post, facsimile or email to the address ofthat party shown in the quotation, Purchase Order or orderacknowledgment. Notice is deemed to have been given at the time it
would have been received in the normal course of post if sent by post,
or if otherwise given at the time it was actually received.
(e) The Agreement is governed by and must be interpreted inaccordance with the laws of the New Zealand.
Customer
unconditionally submits to the non-exclusive jurisdiction of the courts of
New Zealand.
(f) Where there is more than one Customer then the liability of eachshall be joint and several.
(g) The rights and remedies provided in the Agreement will not affectany other rights or remedies available to TE.
(h) Customer shall not assign this Agreement without TE’s prior writtenconsent. Any change in the shareholding or effective control of the
Customer shall constitute an assignment for the purposes of this clauseand shall require TE’s prior written consent to be effective.

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