Terms OF Trade

Terms and Conditions

Security Logics TERMS AND CONDITIONS OF TRADE

1. Definitions

1.1 “Seller” shall mean Security Logics and its successors and assignees.

1.2 “Buyer” shall mean the buyer or any person or Seller acting on behalf of and with the authority of the buyer.

1.3 “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the Buyer if a Limited Liability Seller on a principal debtor

basis.

1.4 “Goods & Service” shall have the same meaning as in section 3 of the Consumer Guarantees Amendment Act 2003 (2003 No 33) and are goods supplied by

the Seller to the Buyer (and where the context so permits shall include any supply of Services as hereinafter defined).

1.5 “Price” shall mean the cost of the goods as agreed between the Seller and the Buyer subject to clause 4 of this contract.

1.6 “Premises” shall mean any premises the buyer has specified to the seller.

1.7 “Security Logics Employee” shall mean any person employed/contracted to Security Logics.

1.8 “Bureau Monitoring” means the monitoring agency acting on behalf of Security Logics.

1.9 “Standard Working Hours” means between the hours of 8am to 5 pm Monday to Friday, except Public Holidays.

1.10 “After Hours” means all other hours not stated in 1.9.

2. Acceptance

2.1 Any instructions received by the Seller from the Buyer for the supply of Goods shall constitute acceptance of the terms and conditions contained herein.

2.2 Upon acceptance of these terms and conditions by the Buyer the terms and conditions are irrevocable and can only be rescinded in accordance with these

terms and conditions or with the written consent of the manager of the Seller.

2.3 None of the Seller’s agents or representatives are authorized to make any representations, statements, conditions or agreements not expressed by the

manager of the Seller in writing nor is the Seller bound by any such unauthorized statements.

3. Goods / Services

3.1 The Goods and/or Services are as described on the invoices, quotation, work authorization or any other work commencement forms as provided by the Seller

to the Buyer.

4. Price and Payment

4.1 At the Sellers sole discretion.

(a) The Price shall be as indicated on invoices provided by the Seller to the Buyer in respect of Goods supplied; or

(b) The Price shall be the Seller’s current price at the date of delivery of the Goods according to the Sellers current Price list; or

(c) The Price of the Goods shall be the Seller’s quoted price which shall be binding upon the Seller provided that the Buyer shall accept the Seller’s quote within

thirty (30) days.

(d) All You Can Eat pricing is provided with the following conditions:

4.2 Time for payment for the Goods and/ or Service shall be of the essence and will be stated on the invoice, work authorization and quotation form or any other

order forms. If no time is set, then payment shall be due on delivery of the Goods/Services or on receipt of invoice.

4.3 At the Seller’s sole discretion, payment for approved Buyers shall be due 14 days from date of invoice.

4.4 Payment will be made by cash, or electronic methods or any other method as agreed to between the Buyer and the Seller.

The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that such taxes are expressly

included in any quotation given by the Seller.

5. Delivery of Goods

5.1 Delivery of the Goods shall be made to the Buyer’s address unless explicitly stated otherwise. The Buyer shall make all arrangements necessary to take

delivery of the Goods whenever they are tendered for delivery, or delivery of the Goods shall be made to the Buyer at the Sellers address.

5.2 Delivery of the Goods to a carrier, either named by the Buyer or failing such naming to a carrier at the discretion of the Seller for the purpose of transmission

to the Buyer, is deemed to be a delivery of the Goods to the Buyer.

5.3 At the Sellers discretion the Buyer may cancel delivery of Goods and/or Services. In the event that the Buyer cancels delivery of Goods and/or Services the

Buyer shall be liable for any costs incurred by the Seller up to the time of cancellation including any and all re-stocking fees.

5.4 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased

provided that.

(a) such discrepancy in quantity shall not exceed 5%, and

(b) the Price shall be adjusted pro rata to the discrepancy.

5.5 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.

5.6 The Seller shall not be liable for any loss or damage whatever due to the failure by the Seller to deliver the Goods (or any of them) promptly or at all.

6. Alarm Monitoring

6.1 Monitored alarm systems are connected to Security Logics via a Bureau Monitoring Service, which is staffed by professional security experts around the clock –

24/7/365. You agree that we can accept instructions to supply goods and /or services from Bureau Monitoring based on instructions supplied in the Security

Logics Monitoring Connection Form.

7. Authority

7.1 Acceptance of this Agreement by you grants us full authority to access the Premises for the purposes of carrying out the Services Requested and generally

protecting your business, property and persons.

7.2 If we become aware of a security issue that may impact on you or the Premises, and we are unable to contact you to obtain instructions, we are authorized to

take reasonable steps to protect the integrity, safety and security of the Premises, property and personnel, at your expense.

7.3 You shall notify us immediately if any changes are made to the access ways, and/or locks, on the Premises.

7.4 Without limiting the other persons that bind you, the contact person requesting services on your behalf has the full authority to bind you in all matters

connected with this Agreement.

8. Limitation of Sellers Liability and Indemnity

8.1 The Seller shall have no liability whatsoever whether in quote, contract, agreement, tort for any losses, claims, costs or damages suffered by the Buyer or third

party.

8.2 The Seller expressly excludes liability for consequential loss or damage which may arise in respect of the provision of Services provided by the Seller.

8.3 The Company expressly excludes liability for consequential loss of Money which may arise in respect of the provision of Services provided by the Company.

8.4 The Buyer shall keep the Seller indemnified at all times against any loss, damage or injury arising from claims made against us by any third party with respect

to any theft, loss, damage, destruction, death or injury occurring in or on the Premises arising out of, or in any way in relation to, the provision of, or failure to

provide Services.

8.5 Under the Contract and Commercial Law Act 2017 Section 260, the Company is not liable for carriage at limited Company’s risk and to Services for carriage at

declared value risk but no to the Services for carriage at Company’s risk or Services for carriage on declared terms. The Company is not liable for the loss of or

damage to good that occurs while the Company is responsible for the goods under a Services of carriage to the extent that the Company proves that the loss or

damage resulted directly and without fault on the Company’s part from, Inherent vice; or any breach of either of the terms implied in the Services; or seizure

under legal process; or saving or attempting to save life or property in peril.

8.6 The Seller shall not be liable to the Buyer for any failure to carry out Services for any loss or damage suffered by cause of mechanical breakdown of any

equipment, weather conditions, strikes, lockouts, labour disputes or restraint of labour, act of God, war (declared or not), any act of regulation or restriction

imposed by Government, riot or civil commotion, any act or omission of the Buyer, and any cause beyond the control of the Seller

9. Risk

9.1. If the Seller retains property in the Goods nonetheless all risk for the Goods passes to the Buyer on delivery.

9.2. If any of the Goods are damaged or destroyed prior to property in them passing to the Buyer, the Seller is entitled to receive all insurance proceeds payable in

respect of the Goods. The Seller will apply the insurance proceeds as follows:

(I) first, in payment of the Price of the Goods that are damaged or destroyed, if unpaid.

(ii) second, in payment of the outstanding Price of any other Goods supplied to the Buyer by the Seller whether under the terms and conditions or otherwise.

10. Defects & Returns

10.1 The Buyer shall inspect the Goods on delivery or installation and shall within five (5) days of delivery notify the Seller of any alleged defect, shortage in

quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable

time following delivery if the Buyer believes the Goods are defective in any way. If the Buyer shall fail to comply with these provisions the Goods shall be

conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage. For defective Goods which the Seller has agreed in

writing that the Buyer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods or repairing the Goods.

11. Default & Consequences of Default

11.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and

shall accrue at such a rate after as well as before any judgement.

11.2 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements

including on a solicitor and own client basis and in addition all of the Sellers nominee’s costs of collection.

11.3 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the

Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to

the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.

11.4 If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of the

greater of $20.00 or 10.00% of the amount.

overdue shall be levied for administration fees which sum shall become immediately due and payable.

11.5 In the event that:

(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or

(b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the

benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then

(i) the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other

remedies; and

(ii) all amounts owing to the Seller shall, whether or not due for payment, immediately become payable.

12. Title

12.1 It is the intention of the seller and agreed by the Buyer that property in the goods shall not pass until the Buyer has paid all amounts owing for the particular

Goods.

12.2 It is further agreed that:

(a) The Buyer shall not deal with the money of the Seller in any way which may be averse to the Seller.

(b) Until such time as ownership of the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the Buyer to return the Goods or any

of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease.

(c) If the Buyer fails to return the Goods to the Seller, then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by

the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods, without being responsible for any damage

thereby caused. If all or any of the Goods are wholly or partially attached to, intermingled with or incorporated in any other Goods, then the Seller may in its sole

discretion disconnect, retrieve or sever the Goods in order to remove them.

(d) Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honored, cleared or

recognized and until then the Seller’s ownership of rights in respect of the Goods shall continue.

(e) The Buyer shall not charge for the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller.

(f) The Seller may require payment of the Price or the balance of the Price due together with any other amounts due from the Buyer to the Seller arising out of

these terms and conditions, and the Seller may take any lawful steps to require payment of the amounts due and the Price.

(g) The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

13. Personal Property Securities Act 1999

13.1 Upon assenting to these terms and conditions in writing the Buyer acknowledges and agrees that:

(b) These terms and conditions constitute a security agreement for the purposes of the PPSA; and

(c) A security interest is taken in all Goods previously supplied by the Seller to the Buyer (if any) and all Goods that will be supplied in the future by the Seller to

the Buyer during the continuance of the party’s relationship.

13.2 The Buyer undertakes to:

(a) sign any further documents and/or provide any further information, such information to be complete, accurate and up to date in all respects, which the Seller

may reasonably require to register a

financing statement or financing change statement on the Personal Property Securities Register.

(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the Personal

Property Securities Register or releasing any Goods charged thereby.

(d) give the Seller not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details

(including but not limited to, changes in the Buyer’s address, facsimile number, or business practice); and

(e) immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds

derived from such sales.

(f) The Seller and the Buyer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms and Conditions.

(g) The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.

Unless otherwise agreed to in writing by the Seller, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

14. Security and Charge

14.1 Notwithstanding anything to the contrary contained herein or any other rights which the Seller may have howsoever:

(a) The Buyer shall if required by the Seller execute a registerable charge, or otherwise permit the Seller or the Sellers nominee to execute and register a security

interest securing payment of the Price for the Goods and/or Services provided by the Seller hereunder to the Buyer together with any monetary obligations arising

hereunder whether pursuant to the existing law or that contemplated by the Personal Properties Securities Act 1999 or otherwise howsoever; and/or

(b) Where the Seller, as sub-contractor, provides any Goods and/or Services to the Buyer as head contractor, the Buyer hereby acknowledges that the Seller shall

be entitled to a charge on any monies payable to the Buyer by whom the Buyer is contracted or employed. The Buyer shall provide all reasonable details and

particulars of his/her/its/their employment or superior contract in writing and upon reasonable request of the Seller. The Buyer acknowledges and agrees that the

Sellers shall be entitled to demand payment directly from whosoever has contracted or employed the Buyer and the production of these terms and conditions of

trade by the Seller shall be sufficient evidence of the Seller’s right to receive such monies without the need for the payee, employer, head contractor or any other

person dealing with the Buyer and/or Seller to make further enquiries; and/or

(c) Where the Buyer and/or the guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or the guarantor

agree to mortgage and/or charge all of their joint

and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations

payable under the within terms and conditions of trade. The Buyer and/or the guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be

entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

(d) Should the Seller elect to proceed in any manner in accordance with this within clause and/or its sub-clauses, the Buyer and/or guarantor shall indemnify the

Seller from and against all the Seller’s legal costs and disbursements calculated on a solicitor and own client basis plus all reasonable costs of the Seller’s

appointed attorney (if any).

(e) To give effect to the provisions of clause 16 (a) to (d) inclusive hereof the Buyer and/or the guarantor (if any) do hereby irrevocably nominate constitute and

appoint the Seller or the Seller’s nominee as the Buyer’s and/or guarantor’s true and lawful attorney to execute mortgages and charges (whether registerable or

not) and including such other terms and conditions as the Seller and/or the Sellers nominee shall think fit in his/her/its/their absolute discretion against the joint

and/or several interest of the Buyer and/or the guarantor in any land, realty or asset in favor of the Seller and in the Buyer’s and/or guarantor’s name as may be

necessary to secure the said Buyer’s and/or guarantor’s obligations and indebtedness to the Seller and further to do and perform all necessary and other acts

including instituting any necessary legal proceedings, and further to execute all or any documents in the Seller’s absolute discretion which may be necessary or

advantageous to give effect to the provisions of this clause.

15. Cancellation

15.1 The Seller may cancel these terms and conditions or cancel delivery of Goods and Services at any time before the Goods are delivered by giving written

notice. On giving such notice the Seller shall promptly (within 30 days) repay to the Buyer any sums paid in respect of the Price for those Goods. The Seller shall

not be liable for any loss or damage whatever arising from such cancellation.

16. Privacy Act

16.1 The Buyer and the Guarantor/s (if separate to the Buyer) authorizes the Seller to collect, retain and use any information about the Buyer, for the purpose of

assessing the Buyers creditworthiness or marketing any Goods and Services provided by the Seller to any other party.

16.2 The Buyer authorizes the Seller to disclose any information obtained to any person for the purposes set out in clause 18.1.

16.3 Where the Buyer is a natural person the authorities under (clause 18.1 & 18.2) are authorities or consents for the purposes of the Privacy Act 1993.

17. Consumer Guarantees Act 1993

17.1 This agreement is subject, in all cases except where the Buyer is contracting within the terms of a trade/business (which cases are specifically excluded), to

the provisions of the Consumer Guarantees Act 1993.

18. Lien & Stoppage in Transit

18.1 Where the Seller has not received or been tendered the whole of the price, or the payment has been dishonored, the Seller shall have:

(a) a lien on the goods.

(b) the right to retain them for the price while the Seller is in possession of them.

(d) a right of resale,

(e) the foregoing right of disposal,

(f) Stoppage in transit when Goods are deemed to be in transit from the Seller to the Buyer. Subject to this agreement transit shall be deemed to have ended

when the Buyer or the Buyer’s agent takes physical possession of the Goods; provided that the lien of the Seller shall continue despite the commencement of

proceedings or judgement for the price having been obtained