GENERAL TERMS OF TRADE

CHIMERA CONSULTING LIMITED (trading as SINEWAVE)

These General Terms of Trade apply broadly to all transactions provided by Chimera Consulting Limited trading as SineWave (“SineWave”) and govern the contractual relationship between you and SineWave. By entering a transaction with SineWave, you agree that you will be bound by the terms outlined in this document.

Documents issued by SineWave regarding a transaction will identify, if necessary, special terms and conditions.

1. INTERPRETATION

“Agreement” or “Contract” means a contract for sale by SineWave to the Customer of the products and/or services incorporating these Terms and Conditions.

“Business Day” means any day other than a Saturday, Sunday, or public holiday.

“Customer” means the person or legal entity identified in SineWave’s Quotation or Invoice.

“Customer’s Agent” means some person, business or legal entity authorised by the Customer to accept goods and/or services provided by SineWave on the Customer’s behalf.

“Good Faith” means honesty in fact in the conduct or transaction concerned and is a notion that is extended to include negotiations precedent or subsequent to this agreement

“Order” means acceptance of a Quotation by the Customer.

“Order Confirmation” means formal acknowledgement of the Product ordered by the Customer.

“Price” means the price as per the Quotation and Order Confirmation, the latter having precedence.

“Product” means the product(s) and/or services as described in the Order Confirmation.

“Quotation” means the description of goods and/or services offered to the Customer for a defined Price.

“Time is of the Essence” as it pertains to the performance of its respective obligation under this Contract and the transaction contemplated and is a primary consideration when interpreting the reasonableness of time in a particular situation.

“Reasonable Time “: Whenever the Agreement between us requires any action to be taken within a reasonable time, any time which is not manifestly unreasonable may be fixed by our consent. What is reasonable time for taking any action depends on the nature, purpose and circumstances of such action.

“Goods” means those things which are moveable and have been identified or referenced in some way by the parties and are for use primarily in the commercial context. Goods must be both existing and identified before any interest in them can pass.

“Services” means work, skill, labour, and services, including, but not limited to, services furnished in connection with design, installation, alteration, or improvement of a premises, or services furnished in connection with the sale or repair of goods. The supply of services may be based upon a supply of goods component or vice versa.

The transactions contemplated hereunder may be for the supply of goods or services or may be some combination of both.

2. FORMATION OF CONTRACT

2.1 No Contract shall come into existence until the Customer’s Order has been accepted by SineWave. The Customer warrants that the Product being ordered is for their own internal use and not to be offered for re-sale.

2.2 The Product sold are subject to these General Terms of Trade and to the exclusion of any other terms and conditions stipulated or referred to by the Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by these General Terms of Trade. Neither SineWave’s acknowledgement of a purchase order nor its failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

2.3 These General Terms of Trade are subject to the Consumer Guarantees Act 1993 (the Act) unless the Customer is a business or is being supplied by SineWave for the purposes of a business, in which event pursuant to section 43 of the Act, SineWave and the Customer agree that the Act does not apply to these General Terms of Trade.

3. PAYMENT

3.1 The Customer must pay the price indicated on the invoice for the goods or services issued by SineWave. Any price estimate or quote made by SineWave or any agent or employee of SineWave or contained in advertisements, catalogues, price lists or other similar matter, is not binding on SineWave and the Customer accepts and acknowledges that the price of the goods and services will be that as set out in SineWave’s invoice. However, if the Customer satisfies SineWave that the price on the invoice is an error, then SineWave will reissue the invoice showing the correct price.

3.2 SineWave reserves the right, on giving prior written notice to the Customer, to vary the price of the goods or services ordered by the Customer, between the date of the Customer’s order and the date of Completion to take account of things such as (but without limitation):

a. any increase in labour costs, costs of materials or services;

b. any change in exchange rates

3.3 SineWave’s prices are quoted exclusive of taxes, duties and other imposts which, if chargeable, are payable by the Customer whether they are imposed or brought into force before or after acceptance of the Customer’s order.

3.4 SineWave may charge the Customer a handling fee as may from time to time be specified in SineWave’s price lists. Such handling fees will be shown on the Invoice for the goods or services.

3.5 The Customer agrees to pay on demand all costs (including, without limitation, legal fees as between solicitor and own client) incurred by SineWave or SineWave’s agents relating to the recovery of any amounts payable by the Customer to SineWave under the Contract.

3.6 Without prejudice to any other remedies SineWave may have for any overdue payment, SineWave may charge on a daily basis to the Customer interest at a rate equal to 3% per annum over SineWave’s principal banker’s overdraft rate from time to time, from the due date for payment until the overdue amounts are paid. Interest will accrue after as well as before judgment which SineWave may obtain against the Customer.

3.7 All payments by the Customer must be made in full without any deduction or right of set off or counter claim.

3.8 Without prejudice to any other remedies which SineWave might have:

a. failure by the Customer to pay for goods in accordance with the agreement; or

b. failure by the Customer to otherwise comply with the terms of the agreement; or

c. if SineWave deems the Customer’s credit to be unsatisfactory.

will entitle SineWave to cease supply of future goods or services to the Customer and cancel any current orders for sale of goods. Upon such cancellation and without prejudice to any other remedies which SineWave might have, all credit in favour of the Customer will cease and all payments outstanding will become immediately due and payable to SineWave. SineWave may also take possession of such item of goods and otherwise exercise in relation to the goods any of its rights whether those rights are as owner and/or unpaid seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way.

3.9 In accepting any payments from the Customer, SineWave will not be bound by any conditions or qualifications or terms which the Customer may have attached to those payments.

3.10 Preferred payment method is via direct credit to SineWave’s primary NZD bank account, details of which will be shown on the appropriate invoice.

3.11 Once a Contract has been agreed, SineWave may request from the Customer a non-refundable commitment to the engagement in the form of a deposit. This deposit may be retained in full or in part in the event of cancellation, where costs have been incurred or goods ordered.

4. DELIVERY

4.1 Delivery is deemed to be made:

a. when the Customer or the Customer’s agent is given possession of the goods at SineWave’s premises or elsewhere (loading is then at the Customer’s risk); or

b. when the goods arrive at the Customer’s or the Customer’s agent’s premises (unloading is then at the Customer’s risk); whichever is the earlier.

4.2 On delivery:

a. the goods are at the Customer’s sole risk; and

b. insurance is the Customer’s responsibility.

4.3 SineWave will choose the carrier and method of transportation of the goods, unless otherwise agreed in writing by SineWave.

SineWave will dispatch the Customer’s order for goods in one delivery or by instalments (where SineWave accepts an Order which provides for delivery by instalments). Failure to deliver any instalment will not entitle the Customer to refuse to accept delivery or any remaining instalments.

4.4 Where the Customer requests a particular method of delivery and if SineWave agrees (in writing) then the Customer will cover the cost of delivery by that method from the point of dispatch of the goods or service by SineWave.

4.5 Any Quotations of delivery times agreed by SineWave are made in good faith but are estimates and not commitments and no delay in delivery will entitle the Customer to refuse to accept delivery or cancel its order.

5. SHORTAGES

Liability for shortages in the quantity of the goods delivered is limited to making up the shortages. No claim for shortages in quantity will be allowed unless the Customer gives written notification of the shortage in writing within seven days of the delivery and gives SineWave reasonable opportunity to take all necessary steps to investigate the claim.

6. RETENTION OF TITLE

6.1 It is expressly agreed that ownership is reserved and legal and equitable title to and property in all goods supplied by SineWave is and remains vested in SineWave until payment in full has been received by SineWave in respect of such goods and all other moneys owing by the Customer to SineWave.

6.2 Until the Customer has paid SineWave in full for the goods the Customer must not sell, dispose of, do anything that would render the goods liable to be seized or distrained and must not grant a security interest or lien over the goods.

6.3 Unless the Customer has paid for the Order in full, the Customer agrees that any goods delivered to the Customer or the Customer’s agent are to be stored in good order and condition.

6.4 The Customer must not sell, lease, lend, transfer, grant a security interest in, or otherwise dispose of the goods until ownership has passed to the Customer through full payment in cleared funds.

7. SELLERS LIABILITY AND MAINTENANCE GUARANTEE

7.1 The Customer acknowledges that it must rely upon its own judgment as to the nature, quality and condition of the goods supplied by SineWave and as to their sufficiency for any use or purpose and the Customer acknowledges that SineWave is under no duty to ascertain the suitability of the goods for any purpose whatsoever and that no such representation has been made by SineWave.

7.2 In the case of goods not manufactured by SineWave, the Customer is entitled to only such benefits as SineWave may receive under any guarantee given to SineWave by the manufacturer of the goods. SineWave will not be liable for consequential or other damages.

7.3 Any warranties expressed or implied by law or statute, in respect of the goods whether in respect of quality, fitness for intended purposes or otherwise, are excluded to the extent that such law or statutes permit exclusion.

7.4 If the goods are manufactured by SineWave and if SineWave is otherwise ever liable to the buyer, the liability of SineWave, arising from any defect or non-compliance of the goods is, subject to the Consumer Guarantees Act 1993, limited to the replacement or repair of the goods within the guarantee period as provided by SineWave, or otherwise within 12 months of the earlier of (a) the date of installation, or (b) the date of delivery to SineWave or the Customer, provided that the liability of SineWave is in all cases limited to the amount of the invoice price of the goods, exclusive of any GST.

7.5 The liability of SineWave under clause 4 does not cover:

a. any defect caused or contributed to by the Customer; or

b. any attempt to repair the defective goods, where such repair is done by any person or persons not authorised by SineWave to make repairs.

7.6 If SineWave elects to replace any defective goods, the Customer will be responsible at its cost and at its risk for shipment of the defective goods to SineWave’s premises.

7.7 SineWave’s liability under clause 4 is for the benefit of the Customer only and SineWave has no liability to any purchaser of the goods from the Customer. The Customer will indemnify SineWave against any claims by the Customer’s employees, agents, purchasers or other persons in respect of any loss, damage or injury arising from any defect or non-compliance of the goods.

7.8 If the Customer is acquiring the goods for the purposes of a business, then all the guarantees and remedies in the Consumer Guarantees Act 1993 are excluded.

7.9 The Customer acknowledges that certain warranties may commence from the date of dispatch or delivery, and accepts responsibility for checking, storing, and preserving goods appropriately prior to installation.

7.10 The Customer accepts responsibility for inspecting goods on receipt and acknowledges that warranty periods may expire even if installation is delayed.

8. PERSONAL PROPERTY SECURITIES ACT

8.1 The Customer grants to SineWave a security interest in the goods and the proceeds of the goods and the Customer acknowledges that the agreement creates a purchase money security interest in the goods and the proceeds of the goods. The Customer will, if SineWave requests, sign any documents (including any new agreements), provide all necessary information and do anything else required by SineWave to ensure that SineWave’s purchase money security interest is a perfected security interest.

8.2 The Customer will not enter into any security agreement that permits any other person to register any security interest in respect of the goods or the proceeds.

8.3 If the goods are for the Customer’s business use the buyer agrees, to the extent Part 9 of the Personal Property Securities Act (PPSA) applies, that it will have no rights under Part 9 (Enforcement) of the PPSA. For example, but without limitation:

a. the Customer will have no rights under sections 114(1)(a) (to receive a notice of sale), section 117(1)(c) (relating to distribution of surplus), and section 133 (reinstating the agreement);

b. the Customer waives its rights under section 116 (to receive statement of account), section 119 (to recover surplus) and sections 120(2) and 121 (to receive notice of any proposal to retain the goods and object to any proposal).

8.4 The Customer waives its right under the PPSA to receive a copy of any verification statement or financing change statement.

8.5 The Customer agrees that where SineWave has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

8.6 For the purpose of this clause “PPSA” means the Personal Property Securities Act 1999.

8.7 The expressions “personal property”, “purchase money security interest”, “security agreement”, “security interest”, “perfected security interest”, “verification statement” and “financing change statement” have the meanings given to them under, or in the context of the PPSA.

9. GENERAL

9.1 SineWave may, and the Customer may not, vary or replace the agreement and it will be a condition of SineWave continuing to supply goods to the Customer that the Customer agrees to sign any variation or replacement of the agreement if required by SineWave.

9.2 To be effective, any waiver of any or all of the General Terms of Trade in the agreement by SineWave must be in writing.

9.3 The Customer may not assign all or any of its rights or obligations under the agreement without the prior written consent of SineWave.

9.4 SineWave is not bound, unless otherwise stated in the agreement, by any error or omission on any invoice, order form or other document or statement issued by SineWave.

9.5 Where SineWave has rights and remedies at law or otherwise in addition to the rights set out in the agreement, those rights and remedies will continue to apply.

9.6 Unless specifically stated in writing, quotations do not include provision for additional unforeseen complexity, remedial work, or non-standard configuration. Such work will be quoted and invoiced separately.

10. ACCESS

The Customer irrevocably permits SineWave, or any person authorised by SineWave in writing (including by email), to enter any premises where the goods are reasonably believed to be held, upon giving reasonable notice and for the purpose of recovering goods under a valid security interest, or in the event of default in payment.

This right of access applies to goods supplied under this Agreement or any unpaid invoice.

The Customer agrees to indemnify and hold SineWave harmless for all reasonable costs associated with the removal, enforcement, damage, or legal action taken in relation to the retrieval of such goods.

11. THE EFFECTS OF STATUTORY PROVISIONS

Nothing in this provision purports to operate to exclude statutory provisions where it is an offence to do so or if it renders these General Terms of Trade invalid.

12. NOTICES

Notices, demands, or requests provided for or permitted to be given must, at all times, be in writing and may be given to the address identified on the most recent transaction document by—

• Personal Delivery

• Express or Registered Post with delivery confirmation

13. PRIVACY ACT AND CREDIT INFORMATION

13.1 The Customer and/or their Guarantor jointly and severally acknowledge and agree that SineWave is authorised to make approaches to any credit reporting agency to obtain a report about the creditworthiness of either the Customer or the Customer’s Guarantor or both.

13.2 The Customer and/or their Guarantor jointly and severally authorise SineWave to engage in the exchange of information with a credit reporting agency or with other such parties as are necessary to give effect to the contract and to the ongoing relationship between the parties hereto.

13.3 The Customer and/or their Guarantor jointly and severally acknowledge that the information referred to in the previous paragraph may include information about the creditworthiness, credit standing, credit history, credit capacity, and credit providers of either the Customer or the Guarantor, or both.

14. ENTIRE AGREEMENT

These Terms of Trade constitute the entire agreement between the parties. No representations or warranties shall be binding unless recorded in writing and signed by both parties.