1. DEFINITIONS

1.1 “TL” shall mean Tyregrow Limited, or any agents or employees thereof.

1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing products and services from TL.

1.3 “Goods” shall mean:

1.3.1 all Goods of the general description specified on the front of this agreement and supplied by TL to the Client; and

1.3.2 all Goods supplied by TL to the Client; and

1.3.3 all Goods supplied by TL and further identified in any invoice issued by TL to the Client, which invoices are deemed to be incorporated into and form part of this agreement; and

1.3.4 all Goods that are marked as having been supplied by TL or that are stored by the Client in a manner that enables them to be identified as having been supplied by TL; and

1.3.5 all the Client’s present and after-acquired Goods that TL has performed services on or to.

1.3.6 The above descriptions may overlap but each is independent of and does not limit the others.

1.4 “Goods and Services” shall mean all goods, products, services and advice provided by TL to the Client and shall include without limitation supply of tyres and associated goods and products and all charges for any fee associated with the supply of Goods and Services by TL to the Client.

1.5 “Price” shall mean the cost of the Goods and Services as agreed between TL and the Client and includes all disbursements (e.g. charges TL pay to others on the Client's behalf subject to clause 4 of this contract.)

2. ACCEPTANCE

2.1 Any instructions received and accepted by TL from the Client for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.

3. COLLECTION AND USE OF INFORMATION

3.1 The Client authorises TL to collect, retain and use any information about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by TL to any other party.

3.2 The Client authorises TL to disclose any information obtained to any person for the purposes set out in clause 3.1.

3.3 Where the Client is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

4. QUOTATION

4.1 Where a quotation is given by TL for Goods and Services:

4.1.1 Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and

4.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;

4.1.3 TL reserve the right to alter the quotation because of circumstances beyond its control.

4.2 Where Goods and Services are required in addition to the quotation the Client agrees to pay for the additional cost of such Goods and Services.

5. PRICE

5.1 Unless otherwise stated, prices are exworks and exclude freight, packaging, insurance, GST and any applicable duties or taxes.

5.2 Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by TL at the time of the contract.

5.3 The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of TL between the date of the contract and delivery of the Goods and Services.

6. RISK

6.1 Delivery is by collection from TL premises or by delivery to the agreed place. Risk in Goods passes to the Customer on collection or on delivery to the agreed place.

7. INSPECTION/CLAIMS

7.1 The Client must inspect Goods on delivery and notify TL in writing of any defect, shortage or failure to comply with description within 3 days of delivery. The Customer must allow TL a reasonable opportunity to inspect the Goods before use. Failure to comply will be deemed acceptance of the Goods.

7.2 TL warrants that the Goods supplied by TL are of merchantable quality. If the Goods are found to be defective, TL will have the discretion whether to repair, replace or provide a refund for any such Goods. TL gives no warranty on behalf of any manufacturer, however, where possible, TL will pass on to the Customer the benefit of any warranty received from any manufacturer.

7.3 Damaged or faulty goods may be returned to TL freight free. Any return on items purchased are subject to a 10% handling charge. No cash refunds are permitted. Goods sold on clearance are non-refundable. Return of Goods will not be accepted after 30 days. Goods that have been fitted cannot be returned.

8. AGENCY

8.1 The Client authorises TL to contract either as principal or agent for the provision of Goods and Services that are the matter of this contract.

8.2 Where TL enters into a contract of the type referred to in clause 6.1 it shall be read with and form part of this agreement and the Client agrees to pay any amounts due under that contract.

9. PAYMENT

9.1 Payment for Goods and Services shall be made in full on or before the 20th day of the month following the date of the invoice (“the due date”).

9.2 Interest may be charged on any amount owing after the due date at the rate of 2.0% per month or part month if payment is not received

9.3 If any claimed amount is not paid in full by the due date for its payment TL may suspend work.

9.4 Any expenses, disbursements and legal costs incurred by TL in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s fees or debt collection agency fees.

9.5 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.

9.6 A deposit may be required.

10. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT (1999)

10.1 Title in any Goods supplied or held by TL passes to the Client only when the Client has made payment in full for all Goods and Services provided or held by TL and of all other sums due to TL by the Client on any account whatsoever. Until all sums due to TL by the Client have been paid in full, TL has a security interest in all Goods (and their proceeds) previously supplied or held and in all future Goods (and their proceeds)

10.2 If the Goods are attached, fixed, or incorporated into any property of the Client, by way of any manufacturing or assembly process by the Client or any third party, title in the Goods shall remain with TL until the Client has made payment for all Goods and Services, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to TL as security for the full satisfaction by the Client of the full amount owing between TL and Client.

10.3 TL may either resell any Goods and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any Goods and credit the Client’s account with the invoice value thereof less such sum as TL reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.

10.4 Where Goods are retained by TL pursuant to clause 8.3 the Client waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.

10.5 The Client waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interest under the Agreement.

10.6 The Client agrees that:

10.6.1 nothing in sections 114, 133 and 134 of the PPSA shall apply to this Agreement, or the security under this Agreement, and waives the Client’s rights under sections 121. 125. 129, 131 and 132 of the PPSA.

10.7 The following shall constitute defaults by the Client:

10.7.1 Non-payment of any sum by the due date.

10.7.2 The Client intimates that it will not pay any sum by the due date.

10.7.3 Any Goods are seized by any other creditor of the Client or any other creditor intimates that it intends to seize Goods and Services.

10.7.4 Any Goods in the possession of the Client are materially damaged while any sum due from the Client to TL remains unpaid.

10.7.5 The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Client’s assets or a landlord distain against any of the Client’s assets.

10.7.6 A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.

10.7.7 Any material adverse change in the financial position of the Client.

11. LIABILITY

11.1 The Law may imply warranties or conditions or impose obligations upon TL which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on TL, TLs liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

11.2 Except as otherwise provided by clause 9.1 TL shall not be liable for:

11.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by TL to the Client, including consequential loss whether suffered or incurred by the Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by TL to the Client; and

11.2.2 If, contrary to TL’s disclaimer of liability contained in these terms and conditions of trade, any liability of TL is deemed to arise, then such liability is limited to and shall not in aggregate exceed $10,000.00 or the contract price for Goods or Goods and Services, whichever sum is the lesser.

11.2.3 The Client shall indemnify TL against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of TL or otherwise, brought by any person in connection with any matter, act, omission, or error by TL its agents or employees in connection with the Goods and Services.

12. DISPUTES

12.1 Where any dispute arises, the parties will attempt to resolve disputes promptly and in good faith. If unresolved the parties will consider mediation before commencing court/tribunal proceedings. Nothing prevents either party from seeking urgent injunctive relief.

13. GENERAL

13.1 The Client expressly warrants that he is either the owner or the authorised agent of the owner of any Goods or property the subject matter of this contract, that the person signing this contract has authority so to do, and by entering into this contract he accepts these conditions of contract as or for the Client as well as for all other persons on whose behalf the Client is acting.

13.2 Failure by TL to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations TL has under this contract.

13.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

13.4 If the Customer is a consumer the guarantees in the Consumer Guarantees Act 1993 (CGA) apply and cannot be excluded. If the Customer acquires Goods or Services for business purposes TL may exclude CGA guarantees to the extent permitted by law.

13.5 The law of New Zealand shall apply to any contract between TL and the Client.

GUARANTEE AND INDEMNITY IN FAVOUR OF TYREGROW LIMITED

The Client (if requested to do so) must provide guarantors acceptable to Tyregrow Limited.

DEFINITIONS

Credit Account means the credit account provided by TL at the request of and for the Client to enable receipt of Goods and Goods & Services prior to payment

Client means the person or legal entity described in the Account Application form

Demand means demand made in writing by an employee, or agent of TL to the guarantors address for service

Services means all Goods and Services of any kind provided by TL to the Client and anything else TL does in connection with the Goods and Services

TL means Tyregrow Limited

GUARANTEE AND INDEMNITY

In consideration of TL supply, supplying and continuing to supply Services to the Client named below, I/We jointly and severally:

1 Guarantee the due and punctual payment to TL by the Client, in the manner and at the times agreed between TL and the Client, or in the event that no times shall have been agreed then upon demand, of all monies which are presently owing or which may in the future become owing to TL by the Client, in respect of Services supplied by TL to the Client, or which may otherwise become payable by the Client to TL.

2. Acknowledge

2.1 TL may at any time in its discretion and without giving notice refuse further credit to the Client.

2.2 agreement to be bound as principal debtor(s) so that the liability of me/each of us under this Guarantee shall not be released by any delay or other indulgence or concession which TL may grant to the Client or any compromise which TL may reach or variation TL may agree with the Client or me/any of us, or by any other act, matter, circumstance of law whereby I/we would but for the provision of this clause have been released from my/our liability under the Guarantee.

2.3 I/we will not in any way compete with TL for payment in the event of insolvency (bankruptcy/liquidation or otherwise) of the Client.

2.4 this guarantee is in addition to, and not in substitution for, any other security or rights which TL may presently have or may subsequently acquire and this Guarantee may be enforced against me/each of us without having recourse to any such securities or rights and without making demand or taking proceedings against the Client or the other of us.

2.5 this guarantee shall bind my/our respective personal representatives.

2.6 TL may, in the event of default in payment by the Client and the Guarantor(s) complete and register an all obligations mortgage (Registrar General of Land approval 1998/2072) and/or caveat at my/our cost over any of my/our property to secure monies owed by the Client to TL and for that purpose I/we irrevocably appoint the manager of TL as my/our attorney for the purpose of completing the mortgage and/or caveat.

3. Agree

3.1 independently of the Guarantee to indemnify TL against all damages, claims and losses (including costs) which TL may suffer or incur as a result of any failure by the Client to make due and punctual payment of the monies detailed in clause 1 of this guarantee and indemnity whether or not the liability of the Client is or has become void or unenforceable for any reason and whether or not the foregoing guarantee shall be void or unenforceable against me/us or any of us for any reason.

3.2 this Guarantee and Indemnity shall be an unconditional and continuing Guarantee and Indemnity and shall be irrevocable and shall remain in full force and effect until all the monies owing to TL by the Client and all the obligations under the Credit Account have been fully paid, satisfied or performed.