Current Generation Systems Limited Trade Credit Terms and Conditions

1. APPLICATION

1. Current Generation Systems Limited (“CGSL”) and the purchaser (“Purchaser”) agree that these terms and conditions of trade and supply (the “Trade Terms”) will apply to any goods (including electrical and solar goods and any related goods and services) supplied by CGSL to the Purchaser (“Goods”).
2. If there is a conflict between these Trade Terms and any other terms and conditions of the Purchaser (or included as part of any Purchaser documentation) these Trade Terms will prevail unless CGSL has specifically agreed in writing that these Trade Terms no longer apply.
3. If there is a conflict between these Trade Terms and a written supply agreement signed between the Purchaser and CGSL then those provisions of the supply agreement will apply and replace these Trade Terms only to the extent that they conflict with these Trade Terms.
4. CGSL may amend these Trade Terms at any time. The amended Trade Terms will apply in respect of all Orders placed with CGSL following the date the amended Trade Terms are published on CGSL’s website. CGSL is under no obligation to specifically notify the Purchaser of an amendment to the Trade Terms or provide the amended Trade Terms to the Purchaser other than by publication on its website.

2. ORDERS

1. The Purchaser will place orders for Goods which comply with the ordering process specified by CGSL from time to time (“Order”).
2. Each Order will be considered an offer to purchase the Goods and will only be accepted once CGSL either supplies the Goods or sends a written confirmation of the intention to supply (acceptance of the Order) to the Purchaser.
3. CGSL may accept the Order or decline to accept the Order in whole or in part, in its sole discretion.
4. Orders accepted by CGSL are subject to CGSL’s ability to supply the Goods. Following acceptance of an Order, CGSL may cancel or refuse to supply any Order at any time at its sole discretion.
5. Any Order accepted by CGSL may not be revised, altered, or cancelled by the Purchaser unless agreed in writing by CGSL.

3. PRICE AND PAYMENT

1. The price for any Goods supplied to the Purchaser (“Price”) will be:
   1. the price agreed between the parties; or
   2. in the absence of any agreement between the parties, CGSL’s prices applicable for the Goods at the time of the acceptance of the Order by CGSL.
2. CGSL may change any Prices from time-to-time and in its sole discretion with the new Prices applying to any Orders accepted by CGSL after the changes are made.
3. CGSL may, in its sole discretion, decide whether to honour quotes where the Prices quoted have been updated or require that the Prices for any Order have the updated Prices applied.
4. CGSL will invoice the Purchaser the Price for all Goods in each Order (“Invoiced Amount”).
5. The Purchaser will pay the Invoiced Amount in full and without deduction or set off on or before the 20^th day of the month following the date of the invoice or where CGSL has agreed to any extended credit terms, the Invoiced Amount will be payable by the Purchaser on the date specified by CGSL in any invoice (“Due Date”).
6. Unless expressly stated in writing, the Price excludes GST (and any other relevant taxes and duties (if any)) which will be payable by the Purchaser in addition to the Price.
7. If the Purchaser fails to pay any amount owing to CGSL in full on or before the Due Date, CGSL may, without prejudice to any other right or remedy CGSL may have available to it:
   1. charge the Purchaser (who will pay CGSL on demand) default interest at 2% per month on the overdue amount, calculated daily from the Due Date until the date on which payment of the overdue amount is made in full;
   2. charge the Purchaser (who will pay CGSL on demand) all costs (including all legal costs on a solicitor-client basis and all collection costs) incurred by CGSL in the collection of such overdue amounts; and

refuse to deliver any Order, cancel or suspend any Order, place any overdue account on hold or stop providing credit facilities to the Purchaser and any related entity of the Purchaser.

4. DELIVERY

1. Delivery will be considered to have taken place when the Goods are made available for collection by the Purchaser from CGSL’s premises (“Delivery”).
2. If CGSL agrees to arrange for the transportation of any Goods from CGSL’s premises on behalf of the Purchaser:
   1. the transportation of such Goods shall be at the Purchaser’s expense;
   2. the Goods will be properly and suitably packed by CGSL and in such manner as to reach the intended destination in good condition under normal conditions of transport;
   3. CGSL will act as the agent for and on behalf of the Purchaser and will not be liable for, or responsible for, any damage that occurs after Delivery, provided that it has complied with clause 4.2.2; and
   4. CGSL will not be liable to the Purchaser for any loss of revenue, loss of profits or any other indirect or consequential losses or liabilities incurred by the Purchaser, if any Goods are not delivered by a specified date.

5. RISK AND TITLE

1. Unless agreed in writing by CGSL, all risk of loss, damage, deterioration or destruction to the Goods will pass to the Purchaser on collection or delivery.
2. Title to any Goods will not pass to the Purchaser until CGSL has received payment in full for all Goods supplied to the Purchaser.
3. Until title to the Goods passes, the Purchaser will:
   1. hold the Goods as a bailee only;
   2. clearly designate the Goods as CGSL ‘s property and store the Goods in such a way that they are identified as CGSL’s property; and
   3. maintain the Goods in good order and condition and preserve the Goods in their present form.
4. Without limiting CGSL ‘s other rights and remedies, in the event of a payment default, CGSL will be entitled to retake possession of any Goods at any time prior to payment in full being received for those Goods. The Purchaser grants CGSL an irrevocable right and authority to enter onto any place where such Goods are, or thought to be, at any time, and to take and resell the Goods and to retain the proceeds from such sale. Any shortfall arising from such sale will be a debt continuing to be due and owing to CGSL by the Purchaser.

6. PERSONAL PROPERTY SECURITIES ACT 1999

1. The Purchaser acknowledges that the retention of title in clause 5 gives rise to a security interest in all present and after acquired Goods supplied by CGSL to the Purchaser to secure the Purchaser’s performance of its obligations to CGSL.
2. The Purchaser undertakes to:
   1. promptly do all things, execute all documents and/or provide any information which CGSL may reasonably require to enable CGSL to perfect and maintain the perfection of its security interest (including by registration of a financing statement);
   2. give CGSL not less than 14 days’ prior written notice of any proposed change in its name and/or any other change to its details – including but not limited to owners, guarantors, company directors; and
   3. immediately on request by CGSL (and at the Purchaser’s expense) obtain from any third party such agreements and waivers of any security interest that third party has in the Goods, to ensure that at all times CGSL has a first priority security interest in the Goods.
3. The Purchaser waives its rights to receive a copy of any verification statements under the PPSA and agrees that as between CGSL and the Purchaser:
   1. 1. the Purchaser will have no rights under (or by reference to) sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, 133 and 134 of the PPSA; and
      2. where CGSL has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.

7. RETURN OF GOODS

1. Any claims by the Purchaser that any Goods supplied do not correspond to the relevant Order, or that any Goods received are defective, must be made in writing to CGSL within 10 working days after Delivery.
2. If no claim is received by CGSL within the 10-working day period, the Purchaser will be considered to have irrevocably accepted the Goods.
3. If a claim is made by the Purchaser under clause 7.1:
   1. the Purchaser will advise CGSL of the defect in the Goods and seek CGSL’s permission to return those Goods to CGSL for testing or verification (at the Purchaser’s cost); and
   2. subject to verification, and on receipt of the Goods returned:
      1. if CGSL supplied incorrect or defective Goods, CGSL will (at the Purchaser’s election) either issue a credit note for the Goods or, if CGSL confirms it is able to, transport the applicable replacement Goods to the Purchaser at no additional cost to the Purchaser; or
      2. if CGSL has not supplied incorrect or defective Goods, or the claim is made outside the applicable period, then CGSL will return the Goods to the Purchaser at the cost of the Purchaser and the Purchaser will have no further claim against CGSL in relation to those Goods. In this event, no refund or credit note shall be applicable.
   3. Clause 7 does not interfere with the Purchaser’s ability to claim under any manufacturer’s warranty in relation to the applicable Goods.

8. TESTING AND ACCESS

1. If CGSL wishes to commission or test the Goods it will give the Purchaser reasonable notice of its intention to do so.
2. The Purchaser will allow or arrange reasonable access for CGSL to any site in order to carry out these or other agreed tasks.

9. LIMITATION OF LIABILITY

1. Without prejudice to clause 7, the Purchaser acknowledges and agrees that:
   1. CGSL is not liable to the Purchaser in any manner in connection with any breach of these Trade Terms, and
   2. nothing expressed or implied in these Trade Terms will confer any liability on CGSL for any consequential, indirect, or special loss, damage, cost or expense suffered or incurred by the Purchaser as a direct or indirect result of:
      1. a breach by CGSL of any of its obligations under these Trade Terms; or
      2. any use of the Goods otherwise than in accordance with any relevant specifications notified by CGSL to the Purchaser.

10. NO WARRANTIES

1. Except to the extent required by the Consumer Guarantees Act 1993 (the “Act”), unless warranted in writing by CGSL (in relation to any specific Goods), CGSL makes no representation, warranty or undertaking (whether express or implied) in relation to any Goods (including as to the merchantability, quality, or condition of the Goods, compliance with the description of the Goods, the suitability or fitness of the Goods for the Purchaser’s purposes, or the use of the Goods) and to the maximum extent permitted by law, all such representations, warranties and undertakings are negatived and excluded.
2. Where the Purchaser is acquiring (or represents itself as acquiring) any Goods for the purposes of a business, in terms of section 43(2) of the Act, the Purchaser will not assert or attempt to assert any rights or claims against CGSL under the provisions of the Act.
3. The Purchaser acknowledges that it is not relying on CGSL’s skill or judgment as to the suitability or otherwise of the Goods for any purpose.
4. Where the Purchaser on sells any Goods to consumers who purchase those Goods for business purposes, the Purchaser will contract out of the Act in the same manner as provided in clause 10(b). If the Purchaser fails to do so, the Purchaser will indemnify CGSL against any claim, expense or loss suffered or incurred by CGSL as a direct or indirect consequence of such failure.

11. PRIVACY

1. Any information about the Purchaser provided at any time to CGSL may be used by CGSL for any purpose connected with CGSL’s business including (but not limited to) direct marketing, debt collection and credit reporting or assessment. CGSL is authorised to provide such information to any external agency or party for credit information and assessment purposes and that agency or party is authorised by the Purchaser to use and continue to use such information as part of its business services. CGSL and any external agency or party may retain and/or use such information for as long as they see fit.

12. GENERAL

1. The Purchaser will not assign or otherwise transfer its rights or obligations under these Trade Terms to any person without the prior written consent of CGSL.
2. CGSL will not be liable for any act, omission, or failure by it under these Trade Terms if that act, omission or failure results directly or indirectly from an event or circumstances beyond the reasonable control of CGSL, to the extent permitted by law.
3. Any waiver by a party of any of its rights or remedies under these Trade Terms will be effective only if it is recorded in writing and signed by a duly authorised senior representative of that party. If the waiver relates to a breach of any provision of these Trade Terms, this will not (unless stated otherwise) operate as a waiver of any other breach of that provision. No waiver of any breach, or failure to enforce any provision, of these Trade Terms at any time by either party will in any way affect, limit or waive that party’s right to subsequently require strict compliance with these Trade Terms.
4. If any provision of these Trade Terms is or becomes invalid or unenforceable, that provision will be deemed deleted from these Trade Terms. The invalidity or unenforceability of that provision will not affect the other provisions of these Trade Terms, all of which will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.
5. These Trade Terms are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts in respect of all matters relating to these Trade Terms.