TERMS OF SALE

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    TEDREAM EXPORTS AND IMPORTS LIMITED’s Terms of Sale set out below (“Terms”) are the terms applying to all sales of TEDREAM EXPORTS AND IMPORTS LIMITED products in New Zealand. Effective as at 01 October 2020



1 APPLICATION

  • 1.1 These Terms shall apply to all sales of Goods in New Zealand despite any verbal indication to the contrary by any person acting or purporting to act on behalf of TEDREAM EXPORTS AND IMPORTS LIMITED. Accordingly, the Customer must obtain TEDREAM EXPORTS AND IMPORTS LIMITED’s written confirmation of all variations to these Terms (including all representations or understandings) which the Customer wishes to make.
  • 1.2 TEDREAM EXPORTS AND IMPORTS LIMITED may vary these Terms from time to time and will provide the Customer with replacement Terms. The subsequent placing of an order by the Customer will be deemed as their acceptance of the replacement Terms.



2 ACCEPTANCE OF CUSTOMER ORDERS

  • 2.1 Subject to TEDREAM EXPORTS AND IMPORTS LIMITED being satisfied (in all respects) with the Customer’s order, TEDREAM EXPORTS AND IMPORTS LIMITED will issue an order confirmation (“Order Confirmation”) to the Customer which will confirm acceptance by TEDREAM EXPORTS AND IMPORTS LIMITED of the Customer’s order. TEDREAM EXPORTS AND IMPORTS LIMITED will not be liable to the Customer or any third party for declining any order. TEDREAM EXPORTS AND IMPORTS LIMITED will make all reasonable attempts to notify the Customer that it declines an order. In the event that the Customer disagrees with any of the information contained in the Order Confirmation, the Customer should notify TEDREAM EXPORTS AND IMPORTS LIMITED as soon as practicable and in any event within 10 (ten) Working Days of the date of the Order Confirmation or before dispatch of the order from TEDREAM EXPORTS AND IMPORTS LIMITED, whichever is earlier.
  • 2.2 Unless the Customer so notifies TEDREAM EXPORTS AND IMPORTS LIMITED of any disagreement with the Order Confirmation in accordance with clause 2.1, the Order Confirmation shall be deemed to be correct. Each Order Confirmation constitutes a separate contract for the supply of the particular Goods on these Terms.



3 PRICE AND INDEMNITIES

  • 3.1 Prices contained in TEDREAM EXPORTS AND IMPORTS LIMITED’s Price Lists exclude all Taxes, which are to be paid by Customer in addition to the price.
  • 3.2 Unless otherwise specified by TEDREAM EXPORTS AND IMPORTS LIMITED, the price of the Goods shall be the price prevailing at the date of the Order Confirmation. If, as at the date the Order Confirmation, TEDREAM EXPORTS AND IMPORTS LIMITED has not set the price for the delivery period requested by the Customer, the price of the Goods will be the price for that delivery period as reasonably determined by TEDREAM EXPORTS AND IMPORTS LIMITED and notified to the Customer by a revised order acknowledgement.
  • 3.3 A written quotation given by TEDREAM EXPORTS AND IMPORTS LIMITED is an offer to sell and the prices set out in such quotation applies in place of the prevailing price lists issued by TEDREAM EXPORTS AND IMPORTS LIMITED with respect to the goods quoted. A written quotation expires on the date specified in the quotation as the “expiry date”
    or, if no date is specified, 14 Working Days after the date of the written quotation (unless extended by TEDREAM EXPORTS AND IMPORTS LIMITED in writing).



4 DELIVERY

  • 4.1 Goods will be delivered by TEDREAM EXPORTS AND IMPORTS LIMITED or its agent to the destination stipulated in the Order Confirmation, with delivery occurring when the Goods arrive at the Customer’s site and are ready for unloading. The Customer will provide equipment and facilities for the efficient receipt and safe prompt unloading of Goods.
  • 4.2 The Expected Date is quoted in good faith but TEDREAM EXPORTS AND IMPORTS LIMITED reserves the right to despatch orders in whole or by instalments prior to that Expected Date or within a reasonable time thereafter. Any delay will not result in a breach of contract and the Customer shall not be entitled to terminate the order or to any other remedy whatsoever.
  • 4.3 TEDREAM EXPORTS AND IMPORTS LIMITED also reserves the right to cancel, suspend, or delay despatch in the event of and during acts of God, wars, pandemic, strikes, floods, fires, shortages of fuel, electricity, raw materials, transportation or labour, governmental controls or requirements, accidents or breakdowns in or to TEDREAM EXPORTS AND IMPORTS LIMITED’s plant or machinery, or any other circumstances of any kind whatsoever beyond TEDREAM EXPORTS AND IMPORTS LIMITED’s control affecting or interfering with production or delivery of Goods.
  • 4.4 Freight will be charged at the rates contained in TEDREAM EXPORTS AND IMPORTS LIMITED’s current price list as at the date of delivery.
  • 4.5 Delivery will be subject to TEDREAM EXPORTS AND IMPORTS LIMITED’s prevailing minimum quantity practice.



5 PAYMENT

  • 5.1 Subject to clause 5.2, payment is due 10 (ten) days from the date of invoice. Any payment or balance of any payment which is unpaid by the due date shall accrue interest at TEDREAM EXPORTS AND IMPORTS LIMITED’s prevailing overdraft interest rate. Interest will be calculated daily until payment in full is received.
  • 5.2 Where the Customer has established an approved credit account with TEDREAM EXPORTS AND IMPORTS LIMITED, payment for the Goods must be made in accordance with any agreed credit terms.
  • 5.3 TEDREAM EXPORTS AND IMPORTS LIMITED may, at its option, suspend performance of or terminate an order if, in TEDREAM EXPORTS AND IMPORTS LIMITED’s opinion, the credit of the Customer becomes impaired, until such time as TEDREAM EXPORTS AND IMPORTS LIMITED has received full payment or satisfactory security for deliveries made and is satisfied as to the Customer’s credit for future deliveries. TEDREAM EXPORTS AND IMPORTS LIMITED reserves the right to cancel any order, re-evaluate all payment terms, or require full or partial payment or adequate assurance of the Customer’s performance of its obligations under this agreement without liability to TEDREAM EXPORTS AND IMPORTS LIMITED in the event of a material adverse change to the Customer’s financial condition.
  • 5.4 TEDREAM EXPORTS AND IMPORTS LIMITED may set off any amount owed by the Customer to TEDREAM EXPORTS AND IMPORTS LIMITED against any amount of money that is owed,



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or may become owing, by TEDREAM EXPORTS AND IMPORTS LIMITED to the Customer. The Customer waives any right to set off any amount that is, or may become, owing by the Customer to TEDREAM EXPORTS AND IMPORTS LIMITED against any amount owing by TEDREAM EXPORTS AND IMPORTS LIMITED to the Customer. This clause overrides any other document or agreement to the contrary.

  • 5.5 Where the Customer is in default of its obligations in relation to payment, then notwithstanding any other rights and remedies available under this document, at law or otherwise, TEDREAM EXPORTS AND IMPORTS LIMITED will be entitled to:
  • (a) charge interest in accordance with clause 5.1.
  • (b) recover costs representing overdue amounts, such as legal or debt collection costs;
  • (c) terminate or suspend, without incurring liability to the Customer, any contract in force between TEDREAM EXPORTS AND IMPORTS LIMITED and the Customer for the sale or supply of Goods and withhold any deliveries of Goods the subject of any order accepted by TEDREAM EXPORTS AND IMPORTS LIMITED, whether under these Terms or otherwise; or
  • (d) review any rebates, discounts or incentives that may otherwise be available to the Customer.



6 CLAIMS

  • 6.1 Claims in respect of defective or damaged Goods (whether as a result of damage during transit or otherwise) are to be lodged at TEDREAM EXPORTS AND IMPORTS LIMITED’s nearest office or representative within 10 (ten) days of receipt of the goods affected. No claim will be recognised unless lodged within the period prescribed with a “Claused” carriers receipt for damage during transit. In determining the date of delivery, the date of the carrier’s receipt will be final and binding.
  • 6.2 Notwithstanding the above, where Goods are delivered in fully enclosed packaging, the date of receipt will (for the purpose of this clause only) be regarded as the date on which the packaging might reasonably be expected to be removed.

7 ORDER VARIATION
The Order Confirmation will confirm acceptance by TEDREAM EXPORTS AND IMPORTS LIMITED of the Customer’s order. However, reasonable changes in Goods ordered (but not a cancellation) may be requested and, if practicable, accommodated by TEDREAM EXPORTS AND IMPORTS LIMITED. TEDREAM EXPORTS AND IMPORTS LIMITED accepts no obligation to agree to such changes as its position must at all times be governed by programmed production. No order variation shall be binding on TEDREAM EXPORTS AND IMPORTS LIMITED until receipt by the Customer of TEDREAM EXPORTS AND IMPORTS LIMITED’s written confirmation of the change (which will be deemed to accurately record the variation) unless the Customer notifies TEDREAM EXPORTS AND IMPORTS LIMITED to the contrary within 10 (ten) days of the date of the confirmation or before despatch of the order from TEDREAM EXPORTS AND IMPORTS LIMITED, whichever is earlier.


8 TOLERANCES
Unless otherwise agreed in writing or specifically prescribed by an applicable specification or standard, all Goods are sold subject to:

  • (a) manufacturer’s normal tolerances, variations and limitations in respect of dimensions, mass, straightness, composition, mechanical properties, surface and internal conditions, chemical composition and quality;
  • (b) deviations from such tolerances, variations and limitations consistent with practical testing and inspection methods;
  • (c) normal mill practice of up to 10% (ten per cent) over and under consignment weight; and
  • (d) TEDREAM EXPORTS AND IMPORTS LIMITED’s normal packaging practice and reasonable quality deviations arising from damage during transit.



9 RISK AND OWNERSHIP

  • 9.1 Risk of any loss, damage or deterioration of or to the Goods passes to the Customer on delivery in accordance with clause 4.1.
  • 9.2 Ownership of the Goods remains with TEDREAM EXPORTS AND IMPORTS LIMITED and does not pass to the Customer until the Customer:
  • (a) pays the Amount Owing in full and TEDREAM EXPORTS AND IMPORTS LIMITED has released the Security Interest; or
  • (b) resells the Goods pursuant to the authority granted by these Terms.
  • 9.3 Upon the Goods entering the Customer site and while ownership of the Goods remains with TEDREAM EXPORTS AND IMPORTS LIMITED:
  • (a) the Customer must store the Goods separately and clearly identify them as belonging to TEDREAM EXPORTS AND IMPORTS LIMITED;
  • (b) the Customer must not create any encumbrance over the Goods which is inconsistent with TEDREAM EXPORTS AND IMPORTS LIMITED’s title and ownership to the Goods;
  • (c) the Customer must keep the Goods in good and merchantable condition and fully insure the Goods against loss or damage, however caused;
  • (d) TEDREAM EXPORTS AND IMPORTS LIMITED authorises the Customer, in the ordinary course of the Customer’s business, to use the Goods or sell them for full consideration. This authority is revoked immediately if:
  • (i) an Event of Default occurs; or
  • (ii) TEDREAM EXPORTS AND IMPORTS LIMITED notifies the Customer in writing that this authority is revoked;
  • (e) the Customer must advise TEDREAM EXPORTS AND IMPORTS LIMITED immediately of any Event of Default or any action by third



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Parties (including any of its creditors) affecting TEDREAM EXPORTS AND IMPORTS LIMITED’s interest in  the Goods.

  • 9.4 TEDREAM EXPORTS AND IMPORTS LIMITED may apply any payments received from or on behalf of the Customer in reduction of the Amount Owing in such order and manner as TEDREAM EXPORTS AND IMPORTS LIMITED thinks fit (despite any direction to the contrary and whether before or after the occurrence of an Event of Default).
  • 9.5 If the Customer resells or uses any Goods before ownership of the Goods has passed to the Customer, the proceeds of such sale or use shall be received and held by the Customer (in whatever form) in trust for both the Customer and TEDREAM EXPORTS AND IMPORTS LIMITED. TEDREAM EXPORTS AND IMPORTS LIMITED’s interest as beneficiary under that trust shall be that portion of the proceeds which does not exceed the Amount Owing. The balance of the proceeds (if any) shall be the Customer’s beneficial interest under that trust.
  • 9.6 TEDREAM EXPORTS AND IMPORTS LIMITED may bring an action for the price of the Goods sold even where ownership of the Goods may not have passed to the Customer.
  • 9.7 If the Customer is in default of its obligations under these Terms or in TEDREAM EXPORTS AND IMPORTS LIMITED’s reasonable opinion the payment of any amount in respect of the Goods supplied by TEDREAM EXPORTS AND IMPORTS LIMITED is in jeopardy, then the Customer irrevocably authorises a representative of TEDREAM EXPORTS AND IMPORTS LIMITED to enter upon any site where the Goods are located to take possession of the Goods without any prior notice, and the Customer indemnifies TEDREAM EXPORTS AND IMPORTS LIMITED against any action, claim or demand arising out of any act lawfully done by TEDREAM EXPORTS AND IMPORTS LIMITED in the exercise of its powers and TEDREAM EXPORTS AND IMPORTS LIMITED shall be further entitled to resell any Goods which it has so taken into possession.



10 PERSONAL PROPERTY SECURITIES ACT 1999

  • 10.1 Without limiting anything else in these Terms, the Customer acknowledges that:
  • (a) these Terms create, in favour of TEDREAM EXPORTS AND IMPORTS LIMITED, a Security Interest in all present and after acquired Goods (being, for the avoidance of doubt, all the Customer’s present personal and after-acquired property except for any item of personal property which has not (or which is exclusively the proceeds of any item of personal property which has not) been supplied by TEDREAM EXPORTS AND IMPORTS LIMITED to (or for the account of) the Customer) to secure the payment by the Customer to TEDREAM EXPORTS AND IMPORTS LIMITED of the Amount Owing;
  • (b) these Terms will apply notwithstanding anything, express or implied, to the contrary contained in any purchase order (or its equivalent, whatever called) of the Customer; and
    (c) the Security Interest shall continue until TEDREAM EXPORTS AND IMPORTS LIMITED gives the Customer a final release.
  • 10.2 The Customer undertakes to:
  • (a) promptly do all things, sign any further documents and/or provide any information which TEDREAM EXPORTS AND IMPORTS LIMITED may reasonably require to enable TEDREAM EXPORTS AND IMPORTS LIMITED to perfect and maintain the perfection of its Security Interest (including by registration of a financing statement);
  • (b) give TEDREAM EXPORTS AND IMPORTS LIMITED (addressed to the financial controller or equivalent) not less than 14 Working Days’ prior written notice of any proposed change in the Customer’s name and/or any other change in the Customer’s details (including, but not limited to, changes in the Customer’s address, facsimile number, trading name or business practice).
  • 10.3 The Customer waives its right to receive a verification statement in respect of any financing statement relating to the Security Interest.
  • 10.4 To the extent permitted by law, the Customer and TEDREAM EXPORTS AND IMPORTS LIMITED contract out of:
  • (a) section 114(1)(a) of the PPSA; and
  • (b) the Customer’s rights referred to in sections 107(2)(c), (d), (h) and (i) of the PPSA.
  • 10.5 The Customer agrees that the Security Interest has the same priority in relation to all amounts forming part of the Amount Owing, including future advances.
  • 10.6 Unless the context otherwise requires, words and phrases have the meanings given to them in, or by virtue of, the PPSA.



11 LIMITATION OF LIABILITY

  • 11.1 TEDREAM EXPORTS AND IMPORTS LIMITED’s liability in respect of any Goods which are proved to be damaged during delivery or defective due to faulty workmanship or materials or otherwise are proved not to conform with the terms of the order, is limited to whichever is the greater amount of, either:
  • (a) the replacement of any such Goods at the original destination as set out in the Order Confirmation free of charge; or
  • (b) a refund of the sale price.
  • 11.2 TEDREAM EXPORTS AND IMPORTS LIMITED accepts no responsibility for labour, material and other costs incurred in removing defective Goods and refitting their replacement or for any loss or damage, however arising from and whether directly or indirectly attributable to, any defect in any Goods supplied or any failure to deliver within a stipulated period.
  • 11.3 As TEDREAM EXPORTS AND IMPORTS LIMITED has no control over toll processing methods which may affect mechanical and other properties of TEDREAM EXPORTS AND IMPORTS LIMITED Goods, TEDREAM EXPORTS AND IMPORTS LIMITED accepts no liability for toll processed material.
  • 11.4 “Downgrade” material is sold without warranty as to quality or compliance with specification.
  • 11.5 Save as herein provided, all implied conditions, statements or warranties, whether statutory or otherwise, are expressly excluded.

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  • 11.6 TEDREAM EXPORTS AND IMPORTS LIMITED will not be liable to the Customer for:
  • (a) any loss or damage to the Goods resulting from any act or omission on the part of the Customer or any of its officers, employees, agents or contractors;
  • (b) business interruption, loss of revenue, loss of income, loss of production, loss of use, loss of product, loss of business, loss of profits, loss of opportunity, loss of contracts, loss of investment or any indirect or consequential loss arising in connection with, or as a result of, the supply or non-supply of the Goods or otherwise in connection with these Terms;
  • (c) any statement or recommendation made or advice, supervision or assistance given by TEDREAM EXPORTS AND IMPORTS LIMITED, its employees, agents, transport contractors or representatives whether oral or written;
  • (d) any loss or damage to the Goods or of any liability which arises during the loading or unloading of the Goods;
  • (e) a delay in delivering the Goods;
  • (f) any claim, action or proceeding by a third party against the Customer (or any loss, damages or liability incurred or suffered by the Customer as a result of any such claim, action or proceeding);
  • (g) any loss or damage relating to the fitness or suitability of the Goods for the Customer’s purpose (including a third party purpose) unless such purposes are known and agreed by TEDREAM EXPORTS AND IMPORTS LIMITED.
  • 11.7 Notwithstanding anything else contained in these Terms or in any agreement that incorporates these Terms, the maximum liability of TEDREAM EXPORTS AND IMPORTS LIMITED to the Customer whether under contract, at law, in equity or otherwise for any Loss in connection with these Terms or any agreement that incorporates these Terms is an amount equal to the price paid for the Goods that are the subject of the Loss.
  • 11.8 The Customer agrees that if it knows (or ought reasonably to know) that the Goods are to be used for a particular purpose (including use as a component part of another product) or are required to possess special or uniform characteristics, the Customer will clearly specify that purpose or those characteristics in writing in the order. If the Customer does not specify the particular purpose or the special or uniform characteristics for the Goods and TEDREAM EXPORTS AND IMPORTS LIMITED does not expressly confirm in the order acknowledgement or otherwise in writing that the material is reasonably fit for the specified purpose or that is possesses the specified characteristics, then the Customer agrees:
  • (a) that it did not rely on the skill or judgment of TEDREAM EXPORTS AND IMPORTS LIMITED in relation to the suitability of the Goods for a
    particular purpose or the special or uniform characteristics possessed by the Goods; and
  • (b) not to use, sell or offer for sale the Goods as though they are reasonably fit for the specified purpose.
  • 11.9 The Customer indemnifies and will keep indemnified TEDREAM EXPORTS AND IMPORTS LIMITED and each of its officers, employees and agents (for each of whom TEDREAM EXPORTS AND IMPORTS LIMITED holds the benefit of this indemnity upon trust) against any Loss which any such person may incur or be subjected to in respect of or arising from:
  • (a) the occurrence of an Event of Default;
  • (b) registering or maintaining a financial statement;
  • (c) the negligence, wrongful act or omission, breach of statutory duty, breach of contract or wilful default of the Customer or its officers, employees, agents or contractors;
  • (d) any injury to or death of any person or any damage to or loss of property connected with the conduct, operations or performance of the business of the Customer;
  • (e) transport, storage, slitting, roll-forming, repackaging or other handling of the Goods by the Customer;
  • (f) misuse of Goods by the Customer; or
  • (g) representations made by the Customer in relation to the Goods.



12 USE OF INFORMATION

  • 12.1 The Customer agrees that TEDREAM EXPORTS AND IMPORTS LIMITED may obtain information about the Customer from the Customer or any other person (including any credit or debt collection agencies) during TEDREAM EXPORTS AND IMPORTS LIMITED’s business, including credit assessment, debt collecting and direct marketing activities, and the Customer consents to any person providing TEDREAM EXPORTS AND IMPORTS LIMITED with such information.
  • 12.2 The Customer agrees that TEDREAM EXPORTS AND IMPORTS LIMITED may use any information it has about the Customer relating to the Customer’s credit worthiness and give that information to any other person, (including any credit or debt collection agency) for credit assessment and debt collection purposes. The Customer agrees that any other information collected by TEDREAM EXPORTS AND IMPORTS LIMITED about the Customer is accessed or collected for use in the course of its business, including direct marketing activities.
  • 12.3 The Customer must notify TEDREAM EXPORTS AND IMPORTS LIMITED of any change in circumstances that may affect the accuracy of the information provided by the Customer to TEDREAM EXPORTS AND IMPORTS LIMITED or any company related to TEDREAM EXPORTS AND IMPORTS LIMITED. If the Customer is an individual (i.e. a natural person) the Customer has rights under the Privacy Act 1993 to access and request the correction of any personal information which TEDREAM EXPORTS AND IMPORTS LIMITED holds about the Customer.
  • 12.4 TEDREAM EXPORTS AND IMPORTS LIMITED retains the Intellectual Property Rights in any Goods, promotional literature, technical documents or



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other information provided by TEDREAM EXPORTS AND IMPORTS LIMITED to the Customer under these Terms.

  • 12.5 The Customer must:
    (a) differentiate between TEDREAM EXPORTS AND IMPORTS LIMITED’s products and those manufactured by its competitors through the correct use of the Intellectual Property Rights;
    (b) where practicable, indicate prominently in written form that the Intellectual Property Rights are owned by TEDREAM EXPORTS AND IMPORTS LIMITED and that the Customer is a user of the Intellectual Property Rights;
  • (c) not represent or pass off as products made from TEDREAM EXPORTS AND IMPORTS LIMITED products, any products containing products not obtained from or manufactured by TEDREAM EXPORTS AND IMPORTS LIMITED;
  • (d) provide TEDREAM EXPORTS AND IMPORTS LIMITED (at TEDREAM EXPORTS AND IMPORTS LIMITED’s expense, unless due to Customer’s breach, in which case at Customer’s expense) with reasonable assistance in identifying, prosecuting and defending claims with respect to the Intellectual Property Rights;

13 WAIVER
If TEDREAM EXPORTS AND IMPORTS LIMITED exercises or fails to exercise any right or remedy available to it, this shall not prejudice TEDREAM EXPORTS AND IMPORTS LIMITED’s rights in exercising that or any other right or remedy. Waiver of any term of these Terms must be specified in writing and signed by an authorized officer of TEDREAM EXPORTS AND IMPORTS LIMITED.


14 ASSIGNMENT
TEDREAM EXPORTS AND IMPORTS LIMITED may, at any time and at its discretion, assign to any other person all or part of any debt owing by the Customer to TEDREAM EXPORTS AND IMPORTS LIMITED.


15 SEVERABILITY
If any part of these Terms is held by any Court to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining parts of these Terms.


16 RIGHTS, POWERS AND REMEDIES
The rights, powers and remedies provided for in these Terms are in addition to, and do not limit or exclude (or otherwise adversely affect), any right, power or remedy provided to TEDREAM EXPORTS AND IMPORTS LIMITED by law.


17 GOVERNING LAW
These Terms shall be construed and governed by the laws of New Zealand, and the parties hereby submit to the non-exclusive jurisdiction of the courts of New Zealand.


18 CONFIDENTIALITY

  • 18.1 The Customer must keep all confidential and proprietary information provided or disclosed by TEDREAM EXPORTS AND IMPORTS LIMITED to the Customer confidential and must ensure that its employees, agents and contractors assume the same obligations.
  • 18.2 For the purposes of these Terms, confidential and proprietary information includes information relating to the Goods, TEDREAM EXPORTS AND IMPORTS LIMITED’s business affairs or method of carrying on business or details of any pricing or supply arrangement between the Customer and TEDREAM EXPORTS AND IMPORTS LIMITED.



19 CONFLICT
In the event of any conflict between these Terms and any other document (including any additional terms stated on TEDREAM EXPORTS AND IMPORTS LIMITED’s price lists), these Terms shall prevail.


20 ANTI-BRIBERY AND CORRUPTION

  • 20.1 The parties must not offer or provide any benefit (including any payment, gift, hospitality or gratuity, whether monetary or in-kind) to any person with the intention of improperly influencing such person in the exercise of their duties (including to make a decision or to take or refrain from taking other action).
  • 20.2 The Customer represents, warrants and undertakes that:
  • (a) neither the Customer nor any of its directors and Personnel have offered, authorised, promised, given, solicited or accepted, and none of the foregoing will offer, authorise, promise, give, solicit or accept, to or from any person, including any government department, agency or instrumentality or any representative thereof, whether directly or indirectly, any payment, gift, service, thing of value or other advantage where such an action would violate any applicable anti-corruption or anti-bribery law, including but not limited to the Secret Commissions Act 1910, the Crimes Act 1961, the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act (Anti-Bribery and Corruption Laws);
  • (b) the Customer and its Personnel will comply with Anti-Bribery and Corruption Laws; and
  • (c) the Customer shall maintain in place internal controls and policies and procedures to ensure compliance with Anti-Bribery and Corruption Laws (which policies and procedures shall be disclosed to TEDREAM EXPORTS AND IMPORTS LIMITED on request) and will enforce them where appropriate.
  • 20.3 the Customer agrees that upon written notice, TEDREAM EXPORTS AND IMPORTS LIMITED may audit the books and records of the Customer concerning its performance of any audit for the purpose of ensuring Customer compliance with clause 20.1 and 20.2.

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  • 20.4 Upon becoming aware of any actual, reasonably suspected or anticipated breach of clauses 20.1 or 20.2, the Customer must immediately provide written notice of the breach giving full details of such breach to TEDREAM EXPORTS AND IMPORTS LIMITED.
  • 20.5 If the Customer is in breach of clauses 20.1 or 20.2, or TEDREAM EXPORTS AND IMPORTS LIMITED reasonably suspects such a breach in its sole discretion, without prejudice to any other remedy whicTEDREAM EXPORTS AND IMPORTS LIMITED may have, TEDREAM EXPORTS AND IMPORTS LIMITED may immediately terminate any arrangement it has with the Customer for breach by providing written notice of termination to the Customer.
  • 20.6 Notwithstanding any other provision in these Terms, as a consequence of termination under clause 20.5, TEDREAM EXPORTS AND IMPORTS LIMITED shall not be liable for any loss or damage or other costs or expenses of any kind whatsoever that the Customer may suffer as a result of such termination.
  • 20.7 Any right of termination under clause 20.5 is in addition to any other right of termination TEDREAM EXPORTS AND IMPORTS LIMITED may have under these Terms or at law.



21 DEFINITIONS

  • 21.1 In these Terms:
    Amount Owing means, at any time, the unpaid price charged by TEDREAM EXPORTS AND IMPORTS LIMITED for the Goods, and any other sums which TEDREAM EXPORTS AND IMPORTS LIMITED is entitled to charge under these Terms or which are otherwise owing by the Customer to TEDREAM EXPORTS AND IMPORTS LIMITED (in whatever capacity).
    An Event of Default means an event where:
  • (a) the Customer fails to comply with these Terms or any other agreement with TEDREAM EXPORTS AND IMPORTS LIMITED; or
  • (b) the Customer is subject to any event which is in the nature of dissolution, winding up, bankruptcy, liquidation, insolvency or receivership, or which generally precedes such an event; or
  • (c) an event occurs or information becomes known to TEDREAM EXPORTS AND IMPORTS LIMITED, which in TEDREAM EXPORTS AND IMPORTS LIMITED’s opinion, might materially affect the Customer’s creditworthiness, the value of the Goods the subject of the Security Interest, or the Customer’s ability or willingness to comply with its obligations under these Terms or any other agreement with TEDREAM EXPORTS AND IMPORTS LIMITED; or
    (d) any guarantor of the Customer’s obligations under these Terms is in default under any agreement with TEDREAM EXPORTS AND IMPORTS LIMITED (in any capacity).
    Consignment Stock means any TEDREAM EXPORTS AND IMPORTS LIMITED Goods that are owned by TEDREAM EXPORTS AND IMPORTS LIMITED but have been supplied to the Customer but not yet paid for by the Customer and are held at the Customer’s premises or another premises as approved by TEDREAM EXPORTS AND IMPORTS LIMITED.
    Customer the relevant company or other legal person who has submitted an order for certain Goods to TEDREAM EXPORTS AND IMPORTS LIMITED and has thereby become subject to these Terms.
    Expected Date means the date on which TEDREAM EXPORTS AND IMPORTS LIMITED reasonably expects the Goods to be delivered to the Customer.
    Goods means all goods supplied from time to time by TEDREAM EXPORTS AND IMPORTS LIMITED to the Customer, provided that:
  • (a) where the goods supplied are inventory of the Customer, then all references to Goods in these Terms shall, for the purposes of the PPSA, in respect of those goods, be read as references to inventory for so long as they are held as inventory; and
  • (b) where the goods supplied are not inventory of the Customer, then all references to Goods in these Terms shall, in respect of those goods, mean the goods described in any one or more of the relevant order form, packing slip or invoice (or its equivalent, whatever called) prepared by TEDREAM EXPORTS AND IMPORTS LIMITED and relating to those goods , on the basis that each such order form, packing slip or invoice (or its equivalent) is deemed to be assented to by the Customer, incorporated in, and form part of, these Terms,
    and (unless the context requires otherwise) includes all proceeds of such Goods and any product or mass which the Goods subsequently become part of.
    GST has the meaning given to that term in the Goods and Services Tax Act 1985.
    Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trade marks, designs, patents, inventions and confidential information, and other results of intellectual activity in any field whether or not registrable, registered or patentable. These rights include rights in applications to register these rights and all renewals and extensions of these rights.
    Loss means any claim, demand, loss, liability, damage or expense incurred by a party in connection with these Terms or any agreement incorporating these Terms.
    TEDREAM EXPORTS AND IMPORTS LIMITED means TEDREAM EXPORTS AND IMPORTS LIMITED Limited.
    Order Confirmation means an acknowledgement of the customer order, with the customer reference number, product specifications, destination, quantity, price, delivery tolerance, TEDREAM EXPORTS AND IMPORTS LIMITED Order Number and date booked for despatch.
    person includes a corporation, association, firm, company, partnership or individual.
    Personnel means in the case of the Customer, any of its employees, agents, representatives or subcontractors.
    PPSA means the Personal Property Securities Act 1999.



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Security Interest means the security interest provided for by these Terms.
Tax means GST, sales taxes and any other tax, excise, charge or government impost upon the Goods or upon their manufacture, sale or delivery.
Working Day means any calendar day other than Saturday, Sunday or any statutory public holiday in Auckland, New Zealand.