Terms

The following Conditions of Trade regulate the business relationship between Hardie Fasteners Ltd and The Customer (you):

1.INTERPRETATION

1.This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

2.Hardie Fasteners Limited ('Hardie') and The Customer accept that placement by The Customer of any order with Hardie is an acknowledgment and acceptance by The Customer that the contract between The Customer and Hardie is to the extent permitted by law on the terms and conditions contained in these Conditions of Trade and The Customer will be bound by these.

3.These terms and conditions shall constitute the entire terms and conditions of a contract with Hardie and apply to all supplies of Goods by us to any customer. They prevail over any terms proposed by you. All other conditions, terms, and any warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise and whether express or implied by law, trade, custom or otherwise and any of The Customer's own terms and conditions (not agreed to in writing by Hardie) are expressly excluded.

4.The Customer includes all The Customer's employees, contractors, sub-contractors, agents, and any authorised by The Customer to use the account. If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you

5.A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.

6.Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

7.Except where otherwise stated, any obligation of any person arising from this agreement may be performed by any other person.

8.In this agreement references to a party include references to a person to whom those rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that party.

9.The headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation.

10.A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.

11.In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.

12.These terms and conditions apply in any event to you as a buyer or prospective buyer of our Goods and so far as the context allows, to you as a visitor to Our Website.

2.DEFINITIONS

In this agreement:

3.OUR CONTRACT WITH YOU

1.This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties. However, if there is an existing arrangement between us and unique arrangements have been made then those special arrangements may be retained if agreed to by both parties in writing.

2.If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.

3.Please note that we do not accept online payments from all countries and we recommend for any intended orders from outside New Zealand to first check with us to confirm. We do accept enquiries which Hardie will endeavour to respond to within 24 hours.

4.YOUR ACCOUNT WITH HARDIE

1.You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself and will not provide any falsified information to us. We require accurate information from you in order to supply you with the Goods. We need this information to provide you with the Goods;

2.If you use Our Website you must maintain confidentiality of your account and password and must not release your account log in details and password to any person not employed by The Customer;

3.You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.

5.PRICES

1.Prices shown are exclusive of GST;

2.Prices shown are in New Zealand Dollars;

3.Unless otherwise advised prices quoted are on an 'ex warehouse' basis and freight charges are in addition to any price for goods;

4.Hardie's prices are subject to alteration without notice and the price payable by The Customer for the goods ordered shall be the price agreed to between Hardie and The Customer or in the absence of such agreement the price prevailing at the date the goods are despatched. The Customer should confirm prices before ordering. There are various reasons why our prices may change on a short notice

6.PAYMENT - WHERE CASH ACCOUNT TERMS APPLY

1.If paying with a credit or debit plus card payment is required before goods will be dispatched,

2.Your order placed through Hardie's website is an offer to buy from us. We shall accept your order by e-mail confirmation. Our message will also confirm details of your purchase and tell you when we shall despatch your order.

7.PAYMENT - WHERE CREDIT ACCOUNT TERMS APPLY

1.Unless otherwise agreed payment is due on the 20th of the month following receipt of goods

2.Without prejudice to its rights to sue for payment or exercise any other remedy where any payment is not made on the due date Hardie may:

a.Re-invoice the goods at the then current full retail price; and

b.Charge The Customer interest on the amount outstanding at the rate of 1.5% per month calculated daily from the due date of payment until payment is received by the company. The charging of interest does not extend the time for payment or imply any forbearance to sue or otherwise prevent recovery of overdue monies; and

c.Demand payment of the arrears as well as payment in advance for any undelivered goods before proceeding or making any further delivery of goods.

3.The Customer agrees that if The Customer defaults in paying any account The Customer shall pay on demand all costs, charges and legal expenses (including costs between solicitor and own client) and including any collection costs incurred by Hardie in recovering payment from The Customer.

8.SECURITY OF YOUR CREDIT CARD WHEN MAKING PAYMENTS ONLINE

We take care to make Our Website safe for you to use.

1.Card payments are not processed through pages controlled by us. We use an online payment service provider who will encrypt your card or bank account details in a secure environment.

9.FOREIGN TAXES AND DUTIES

1.If you are not in New Zealand, we have no knowledge of, and no responsibility for, the laws in your country.

2.You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.

10.INSPECTION BY CUSTOMER

1.The Customer will open and check all goods supplied and report any alleged discrepancy in the supply of the order. If a discrepancy is found then The Customer must submit the invoice number and specifics of the claim in writing within 7 days. Any claims made outside of this period may not be accepted for credit.

11.GENERAL TERMS APPLYLING TO RETURNS FOR ALL ACCOUNT TYPES

 Prior notification of the return of goods is required and the acceptance of such goods does not imply an agreement to issue a credit note;

 No credit will be allowed for:

.  Goods which have been specially procured;

a.Goods which are specially manufactured or cut to the specifications of The Customer;

b.1Goods which have been used, modified or damaged.

 Returns are subject to inspection and approval and will attract an administration fee (see below). Freight will be at the expense of The Customer unless the goods were supplied incorrectly;

 As described in the previous section an administration fee is charged for processing the returned product, although no fee will be charged if the product is exchanged for product of similar value. Refunds will only be posted by cheque once processed; no cash given.

12.RETURNS

Please choose your product carefully as we do not refund if you change your mind. If the products are faulty, we will meet our obligations under the Consumer Guarantees Act.

Where Stand Alone Cash Sale Transaction Terms Apply

Goods can be exchanged within 14 days of purchase for products of the same value (or a difference paid) OR if the total value of goods is over $50, a refund can be posted by cheque.

An administration fee of $20 or - 10% of the purchase value (whichever is greater) will apply. An invoice is required as proof of purchase.

Where Credit Account Terms Apply

Goods can be exchanged within 90 days of purchase for other products of similar value OR credited against your account OR if the total value of goods is over $50, a refund can be posted by cheque.

An administration fee will apply - 10% of the invoice for goods returned within 30 days, 20% if returned within 60 days, 25% within 90 days or $20, whichever is greater. An invoice is required as proof of purchase.

Where Cash Account Terms Apply

Goods can be exchanged within 90 days of purchase for other products of similar value OR credited against your account OR if the total value of goods is over $50, a refund can be posted by cheque.

An administration fee will apply - 10% of the invoice for goods returned within 30 days, 20% if returned within 60 days, 25% within 90 days or $20, whichever is greater. An invoice is required as proof of purchase.

13.LIABILITY FOR SUBSEQUENT DEFECTS

 We will repair or replace Goods which fail to comply with the provisions of the Fair Trading Act 1986 and the Consumer Guarantees Act 1993 or which show a defect. If you claim that the item is defective, the following conditions apply:

.  The defect must be reported to us within 90 days of becoming apparent; and

a.The defect results only from faulty design or manufacture; and

b.You have returned the defective Goods or parts to us if we have so requested.

 If we repair or replace the Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.

14.DELIVERIES

 Notification must be given to Hardie within 7 working days of the order being given by The Customer to Hardie if - The Customer does not receive any order and/or the order is damaged. This is to enable Hardie to re-supply the order and contact the freight company concerned in order to process a claim within the courier's claim period. If The Customer fails to give notice within such period then Hardie may require The Customer to pay for the goods even if the goods have not been received by The Customer;

 Where Hardie acknowledges an order which provides for delivery by instalments Hardie shall be entitled to payment for each instalment delivered (as if it were a separate contract) and failure to deliver any instalment shall not entitle The Customer to repudiate the contract as to any instalments already delivered or any remaining instalments;

 Any delivery times provided by Hardie are estimates made in good faith and are not a commitment or a binding contract to deliver by a specified time and Hardie is not bound by such estimates;

 If Hardie requests information and The Customer does not provide or delays that information or that information is incomplete and/or inaccurate then The Customer accepts that the delivery of goods may be delayed and/or not completed or not achieved;

 If The Customer fails or refuses or indicates to Hardie that The Customer will fail or refuse to take or accept delivery, the goods shall be deemed delivered when Hardie was willing to deliver them;

 Hardie may withhold delivery at any time for any reason;

 Proof of delivery will not be required from Hardie more than 60 days after the date of invoicing;

 Hardie shall not be liable to The Customer for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to deliver goods whether such delay or failure is caused directly or indirectly by Hardie for any reason beyond its control, or by an act of god, fire, armed conflict, labour dispute, civil commotion or intervention of government or otherwise.

15.REPRESENTATION OF PRODUCT IN CATALOGUE ON THE WEBSITE AND OTHER INFORMATION

 While the information (including product pictures) within the Hardie catalogues, wallcharts and website and other marketing collateral endeavours to be accurate, specific details/features may vary from that which is represented. If your specifications are critical, please ask for clarification. Hardie will not be liable in the case where loss arises as a result of goods being different from that which is represented in the Hardie catalogue, wallchart or website and other information.

 Should Hardie not have the required amount of any particular product ordered by The Customer then Hardie shall contact The Customer as soon as possible and propose one of the following:

.  The Customer may wait until Hardie has the sufficient quantity of the product before Hardie completes and sends out the goods;

a.The Customer may decrease the quantity requested of the particular product to an amount that Hardie would be able to immediately supply;

b.The Customer may cancel his order or continue with the order but with the removal of that particular product and/or amend the order for a replacement product;

c.Where Hardie has been unable to supply the full order, for which The Customer has already paid, Hardie will refund The Customer the value of the omitted goods accordingly.

16.SUITABILITY FOR USE IS CUSTOMER'S RESPONSIBILITY

 Any advice provided by Hardie and/or its staff including recommendations and/or suggested alternatives does not imply or constitute or warrant the suitability of an item of goods for a particular application or purpose or a guarantee of performance or legal compliance, and to the extent permitted by law, Hardie will not be liable for any loss or damage suffered by The Customer which arises as a result of any advice from Hardie to The Customer.

 The Customer is solely responsible for the selection of an item of goods and by purchasing The Customer agrees it is satisfied as to the suitability of an item of goods and its use.

17.SUPPLY OF STAINLESS STEEL GRADES

 Suitability for Use is Customer's Responsibility

 Most manufacturers will manufacture in a stainless steel that is very close to 304 in composition but which may have certain small differences to enhance ease of production. Such grades are AISI 302HQ and AISI 305 and Hardie may at its option supply these as a substitute for 304 without prior notification.

 Also, most manufacturers will manufacture in a stainless steel that is very close to 316 in composition but which may have certain small differences to enhance ease of production. Such grades are 316L and 316Cu and Hardie may at its option supply these as a substitute for 316 without prior notification.

 Due allowance shall be made by The Customer for variations as a result of manufacturer's tolerances and Hardie does not accept any liability for such variations.

18.NO WARRANTY AGAINST CORROSION

While Hardie's goods are made from high quality materials designed to be resistant to corrosive environments, unless expressly stated, Hardie does not offer any warranties regarding its good's resistance to corrosion.

19.WARRANTIES AND LIMITATION OF LIABILITY

 Hardie does not warrant that any goods are fit for a particular purpose;

 Unless specifically agreed in writing by Hardie, to the extent permitted by law, for all goods supplied by Hardie:

.  Hardie does not warrant any goods that have been altered, repaired, installed, misused or modified in any way not previously approved in writing by Hardie;

a.Where goods or services are provided for a business all warranties, descriptions, representations or conditions whether implied by law, trade, custom or the Consumer Guarantees Act 1993 or otherwise are expressly excluded;

b.Hardie's liability is limited to the cost of replacement or repair of any item of goods which Hardie has supplied or agreed to supply, so that Hardie's total liability for any loss or damage suffered by The Customer will not exceed the price of that item of goods.

20.RETENTION OF TITLE

 Ownership and title to the goods shall not pass to The Customer until Hardie has received payment in full of all monies owing by The Customer to Hardie;

 Risk of any loss, damage or deterioration of the goods shall pass to The Customer on delivery of the goods to The Customer's premises.

 The Customer acknowledges that until title to the goods passes to The Customer in accordance with this clause:

.  The Customer holds the goods as bailee of Hardie and that a fiduciary relationship exists between The Customer and Hardie;

a.The Customer shall store the goods separately and in a manner so that they are clearly identified as the property of Hardie.

b.Hardie shall be entitled at any time to demand the return of the goods and shall be entitled without notice to The Customer and without liability to The Customer to enter any premises occupied by The Customer to search for and remove the goods.

21.PRIVACY

 By accepting these conditions and any guarantee The Customer and any guarantor agree and authorise Hardie to:

.  Obtain from any person or company any information (including credit information) that Hardie may require for the purpose of, or as the result of any sales by Hardie; and

a.Disclose to any third-party details of these conditions (including any credit application) and any subsequent dealings including any defaults and payments which are more than 30 days overdue.

22.GUARANTEE AND INDEMNITY

Any guarantors agree that:

 Each guarantor personally jointly and severally guarantees payment to Hardie of all and any sums owed by The Customer to Hardie pursuant to these conditions including all payments due pursuant to the above condition 1; and

 These conditions bind any guarantor;

 No granting of time waiver or indulgence to The Customer or failure to recover from The Customer shall release any guarantor; and

 As between any guarantor and Hardie each and every guarantor shall be deemed to be a principal debtor and indemnifies Hardie for any loss suffered and all sums payable to Hardie.

 The person signing this application on behalf of The Customer accepts full personal liability and guarantees payment by The Customer. If The Customer fails to make any payment or do any other thing that results in the vendor suffering loss the person signing on behalf of The Customer agrees to pay all sums due and owing to Hardie.

23.SECURITY AND THE PERSONAL PROPERTY SECURITIES ACT 1999

 Immediately upon signing any application for credit, The Customer grants and creates in favour of Hardie:

 A purchase money security interest ('PMSI') in Hardie's goods within the meaning of the Personal Properties Securities Act 1999 ('PPSA') and;

 The right to register a financing statement under the PPSA for all Hardie's goods (and for which express purpose, credit has been extended) to create a purchase money security interest ('security interest') as that term is defined in the PPSA on the terms contained in these conditions.>/li>

The Customer agrees:

 To pay Hardie's costs of registration of a PMSI and that its accounts with Hardie may be charged with the cost of registration of the PMSI and all other costs associated with perfection and enforcement of the PMSI (including Hardie's full solicitor/own client costs).

 That the PMSI is to extend to the proceeds of any sale of Hardie's goods, any book debts arising where The Customer has sold but not paid for Hardie's goods and where Hardie's goods have been mixed with any other goods a proportionate share of the mixed goods.

 To the extent permitted by law and so far as permitted by s107 of the PPS Act by these conditions:

.  The Customer contracts out of and waives The Customer's rights under s114, s120 and s133 of the PPSA including the right to receive any notices.

a.The Customer waives its rights to receive a verification statement in respect of any financing statement or financing change statement registered by Hardie.

b.The Customer agrees to Hardie exercising its rights under s109 and s120 concurrently and to Hardie retaining any repossessed goods immediately so that Hardie's rights under s123 of the PPSA shall become effective immediately upon repossession.

c.The Customer agrees that repossession and retention of Hardie's goods under s120 -123 of the PPSA will only satisfy so much The Customer's debt to Hardie as is equivalent to Hardie's estimation of the market value of Hardie's goods in the condition Hardie's goods are in at the date of repossession (after deducting Hardie's costs in repossessing) and the repossession and retention will immediately extinguish any rights and/or interest The Customer has in Hardie's goods.

 The Customer indemnifies Hardie for any claims (including legal costs) against Hardie including any claims as a result of any default by The Customer, for Hardie's repossession and retention and any attempts to repossess retain or enforce Hardie's rights in relation to goods supplied by Hardie and for any claims brought by any third party.

 The Customer acknowledges that Hardie may allocate any monies it receives from The Customer towards debts, charges and expenses (including all legal costs incurred by Hardie) in any priority Hardie determines to maintain the PMSI in goods supplied by Hardie.

24.SERVICE

Service may be affected by either party, by leaving documents at the registered office or the other party's last known address or last known delivery address or by post by registered letter addressed to that party at any such address or by delivering any document to any person who is named on any public register or as a director. If a party changes its address it shall notify the other party of the change of address and until it does so service may be validly affected at the last address as known in accordance with this clause.

25.GENERAL MATTERS

The Customer shall do all things necessary including sign all documents and provide all information necessary to provide Hardie with any rights and security referred to in these conditions and to give effect to and protect Hardie's rights under these conditions.

26.GOVERNING LAW

The laws of New Zealand shall govern these Terms and Conditions. The Customer and Hardie agree to submit to the jurisdiction of the courts of New Zealand.