CAPISCO LTD NEW ZEALAND - TERMS OF TRADE

1. ACCEPTANCE AND TERM

Unless otherwise agreed in writing by Capisco Ltd. (The Company), the following are the Company's Terms and Conditions of Sale. These, together with any other Terms and Conditions agreed upon in writing between the Company and the Customer ("The Purchaser") shall apply to all sales of products by the Company to the Purchaser.

The following Terms and Conditions of Sale are accepted as the conditions applicable to all sales whether or not they appear on invoices or delivery documents. The placing of an order shall be deemed to be acceptance of these Terms.

2. PRICE AND ORDER

2.1 Prices may be altered without notice.

2.2 Capisco Ltd reserves the right to refuse to accept any order or any part of an order, and to deliver goods by instalments, in which case each instalment will comprise a separate contract and shall be paid for as if it were a separate order.

2.3 The Purchaser agrees to pay goods and services tax and any other government duties, levies or taxes in respect of the goods or services.

2.4 Orders may be cancelled only if Capisco Ltd agrees in writing to the cancellation, and the order has not been processed.

2.5 On all orders placed where the invoice value is below $300.00 excluding GST, freight and handling may be charged.

3. RISK, DELIVERY AND INSURANCE

3.1 Delivery of the Goods shall be deemed to occur when the Goods are delivered to the Purchaser or Purchaser's premises by the Company or its agent at the location specified by the Purchaser, or when the Purchaser or any employee or agent of the Purchaser takes possession of the Goods, whichever occurs first.

3.2 The Company will make every effort to ensure delivery of Goods is on time but to the maximum extent provided by law, the Company will not be liable for any loss or damage, including (without limitation) consequential loss arising in any way from any delay in delivery.

3.3 While the Goods continue to secure the Purchaser's Indebtedness and Obligations (as such term is defined in clause 8.1), the Purchaser must keep the goods insured in the name of the Company and the Purchaser for their respective rights and interest and must produce to the Company, upon demand, such evidence as the Company may require to confirm the existence of such insurance. If the Purchaser defaults in complying with its obligations under this clause, the Company may insure the goods and the cost of effecting such insurance must be paid by the Purchaser to the Company upon demand.

3.4 Where the Purchaser requests a special mode of delivery, the Purchaser will be responsible for the cost of it.

3.5 The Purchaser does not have the right to possess goods until they are delivered to the Purchaser, or collected by the Purchaser's agent. Where the Purchaser asks the Company to deliver Goods directly to another person, that person takes possession of the Goods for the Purchaser as the Purchaser's agent and bailee.

4. DAMAGE, DEFECTS & LOSS IN TRANSIT

Any complaints and claims must be made in writing to the Company by the Purchaser within forty-eight hours of delivery. Failure to obtain a receipt for Goods delivered shall not be proof of non-delivery, short delivery or of any defect.

5. PAYMENT TERMS

5.1 Where the Company has agreed to extend credit to the Purchaser, payment is due on the 20th of the month following delivery unless varied in writing by the Company. Payment by cheque or by any type of bank transfer will not be considered payment until the payment has been fully cleared through the banking system into the Company's bank account. If payment is not made in full by the due date the Company is entitled to charge the Purchaser interest on the unpaid overdue balance at the rate of 1.5% per month from due date. Goods purchased on cash accounts are to be paid in full prior to goods leaving the Company's premises. The Purchaser hereby indemnifies the Company against any expenses incurred (including solicitor/client costs) in the recovery of any monies owing to the Company.

5.2 Credit, if offered, shall cease where:

(a) Any money owing by the Purchaser to the Company is not paid on its due date.

(b) The Purchaser being a company, any grounds for winding up under Part 5.4B of the Corporations Act 2001 shall exist or a receiver shall be appointed to the Company.

(d) The Purchaser being a partnership shall or any one of the partnership shall commit an act of bankruptcy or suffer any said ground for winding up or receiver appointment.

(e) For any reason which the Company deems appropriate.

6. GOODS RETURNED FOR CREDIT

6.1 The acceptance of goods for credit shall be at the sole discretion of the Company and a 7.5% or $60.00 re-stocking fee shall apply, whichever is the greater.

6.2 A Return Authorisation ("RA") must be given by the Company before Goods returns are accepted.

6.3 Goods accepted for credit on return shall be returned free of all charges (freight, insurance, taxes and duties) and be accompanied by the relevant packing slip or invoice number and in the original (and undamaged) packaging and with all relevant manuals and in a saleable condition.

7. ONLINE RESELLING AND MARKETING

7.1 The Company has legal responsibilities and commitments to international brand guidelines. These guidelines include, but are not limited to, brand trademarks and intellectual property rights, marketing guidelines and other directives. To enable the Company to comply with these international directives the Purchaser agrees to not listing any brand or products for sale or display on any website or on line facility without prior written approval from the Company.

7.2 The Purchaser acknowledges that if they are withheld permission to list or display a brand or products on line, or if they are directed by the Company to remove a brand or products from on line display they will comply with this directive.

7.3 The Purchaser has 48 hours (two days) to comply with any directive from the Company in regard to online reselling or marketing.

7.4 Failure to comply with an online directive within the timeframe specified in 7.3 will be considered a breach of these terms of trade, and may result in an immediate termination of the trading agreement.

7.5 Cause 7 and all sub-clauses cover all parts of the brand identity, including logo's, individual products, trademarks, copyrights, images, downloads, files and any other intellectual property in relation to the brand.

8. TITLE

8.1 The risk in the Goods passes to the Purchaser on delivery to the Purchaser or into custody on the Purchaser's behalf provided that if the Purchaser fails to accept delivery or requests a delay in delivery, risk in the Goods will be borne by the Purchaser forrn the time of such failure or request (as the case may be) and the Purchaser indemnifies the Company against clairn, loss or expense whatsoever arising from the Purchaser's failure or request.

8.2 Property in and title to the Goods supplied by the Company to the Purchaser remains with the Company until the Purchaser has paid the Company both the purchase price for the Goods and any other money that the Purchaser may owe to the Company at any time on any account.

8.3 Subject to clause 7.4, the Purchaser rnay sell or otherwise dispose of the Goods supplied by the Company in the ordinary course of the Purchaser's business or suffer them to become part of a product or mass (each and all together "dispose").

8.4 Where the Purchaser disposes of the Goods before payment to the Company, the security interest attaches to the proceeds and the Purchaser holds the proceeds on trust for the Company. Further, the Purchaser, in disposing of the Goods before payment to the Company, does so as the Company's fiduciary agent.

8.5 The Company may enter the Purchaser's premises or elsewhere within business hours and seize any Goods which have not been paid for by the due date without the Company having to give notice to the Purchaser and the Purchaser waives the right to receive any statutory or other notice, whether or not referred to in section 115 of the Personal Property Securities Act 2009.

8.6 While the Goods remain property of the Company, the Purchaser agrees:

(a) to store the Goods separately at the Company's premises so they can be easily identified;

(b) to only dispose of the Goods in the ordinary course of the Purchaser's business;

(c) to not cause the Goods to lose their identifiable character or be intermingled with other goods in any way by any process of its own or by a third party, except with the Company's prior written consent.

9. PERSONAL PROPERTY SECURITIES ACT 2009 (“PPSA”)

9.1 The Purchaser acknowledges and agrees that it grants the Company a security interest in the Goods and their proceeds by virtue of the Company's retention of title pursuant to clause 7.

9.2 The Purchaser undertakes to:

(a) do all things necessary to provide the Company on request all information the Company requires to register a financing statement or financing change statement on the Personal Property Securities Register ("PPSR"); and

(b) not to change its name in any form or other details on the PPSR without first notifying the Company.

9.3 The Purchaser waives its rights to receive a verification statement in respect of any financing statement or financing change statement in respect of the security interest created by these Terms. To the maximum extent permitted by law, the Purchaser waives any rights it may have pursuant to, and the parties contract out of, the following sections of the PPSA:

(a) section 95 (notice of removal of accession);

(b) section 123(2) (notice of seizure);

(d) section 129(2) (notice of disposal by purchase);

(e) section 130 (notice of disposal);

(f) section 132(3)(d) (contents of statement of account after disposal);

(g) section 132(4) (statement of account if no disposal)section 135 (notice of retention);

(h) section 142 (redemption of collateral); and

(i) section 143 (reinstatement of security agreement).

9.4 The Purchaser appoints the Company as its attorney to sign in the Purchaser's name all documents which the Company considers necessary to enforce or protect its rights and powers under these Terms and to perfect, preserve, maintain, protect or otherwise give full effect, under the PPSA and related regulations, to these Terms and the Security Interest created by these Terms.

9.5 The Purchaser will reimburse the Company for any fees payable by the Company in relation to the registration of the security interest created by these Terms, including registration fees and maintenance fees.

9.6 These Terms create a security interest in all Goods which the Company has supplied to the Purchaser and all Goods which the Company supplies to the Purchaser in the future. Initial registration of a financing statement by the Company in respect of the Purchaser under the PPSA covers security interests in Goods supplied now or subsequently under these Terms.

9.7 Unless otherwise defined in these Terms, the terms and expressions used in this clause B have the meanings given to them in or by virtue of the PPSA.

10.GOODS ON APPROVAL

Goods supplied "on approval" will be supplied at the Company's discretion only and with a valid Customer order number. All goods supplied "on approval" shall be returned to the Company on demand. Where goods have not been returned upon demand an Invoice will be generated. Goods supplied "on approval" shall be subject to the conditions as to risk (ante).

11. WARRANTIES

11.1 Save as expressly provided in these Terms or the Agreement of which these Terms form part or in the Competition and Consumer Act 2010 (Cth) ("Act") and equivalent State and Territory legislation:

(a) all conditions, warranties or consumer guarantees (whether express or implied by statute or common law or arising from conduct or by previous course of dealing or trade or trade custom or trade usage or otherwise) to the quality of the Goods or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) or any other matter covered by the conditions and warranties implied by Part 3-2 Div. 1 of the Act (other than sections 51, 52 and 53) are hereby expressly excluded; and

(b) the Company accepts no liability for any loss, damage, cost, loss of profits, anticipated savings, wasted expenditure, loss of contracts with third parties or consequential loss ("Loss") whether suffered by the Purchaser or by any third party and whether or not the Company was aware that such Loss was possible or such Loss was otherwise foreseeable, whether such Loss arises from any representation, recommendation or advice made or given in relation to the Goods, the use of the Goods, or the failure by the Company to observe and fulfil its obligations under these Terms or otherwise.

11.2 To the fullest extent permitted by law, the Company's liability for any breach of a consumer guarantee implied by the Competition and Consumer Act 2010 (Cth) (and which cannot be excluded) shall be limited to any one or more of the following (as determined by the Company in its absolute discretion):in the case of Goods, the replacement repair or payment of the cost of replacement or repair of the Goods.

12. SEVERABILITY

If any provision or part of a provision of these Terms shall not be enforceable or might prejudice the application of the Terms relating to ownership of the Goods that provision or part shall be deemed deleted and the rest of these Terms shall remain in full force and effect.

13.PERSONALGUARANTEES

Wherever the Purchaser is a company, each and every director thereof shall enter into a personal indemnity and/or guarantee as required on the Credit Application form and such personal guarantee is to be read in conjunction herewith.

14. PRIVACY ACT

The Purchaser hereby accepts and agrees that as a Term of trade the Company may and is hereby authorised to seek and obtain information on the Purchaser from its Credit and other agencies and in the case of debtors to provide details of such to the Company's Credit and Debt Collection Agencies.

TOT