MEDSOURCE LIMITED -TERMS AND CONDITIONS OF TRADE VERSION #1

1. DEFINITIONS
a) "Contract” means any contract entered into (written or verbal), between the Customer and the Company, for the supply of goods or services.
b) "Customer” means the Customer or any person acting on behalf of and with the authority of the Customer. All references to Customer include the Guarantor (s),
if any.
c) "Company” means Medsource NZ Limited and its successors and assigns, authorised employees or agents. Employees and agents of the Company are authorised
to contract only on these Terms and Conditions.
d) "Goods” means all goods, including goods invoiced to the Customer by the Company from time to time as outlined in any estimate, invoice or any evidence of any
supply of goods or services whatsoever. Goods includes goods loaned or hired by the Company to the Customer, and Trial Goods.
e) "Price” means the cost of the goods and/ or services, as agreed between the Company and the Customer, and is exclusive of GST and in NZ$ unless stated
otherwise in writing.
f) "Services” means all services supplied to the Customer by the Company.
g) "Terms and Conditions” means these Terms and Conditions or as amended pursuant to Clause 16(l), and will apply to all contracts.

2. ACCEPTANCE
a) The Terms and Conditions constitute the entire contract, including all future contracts, between the Company and the Customer. Any instructions received by the  Company from the Customer for the supply of goods or services shall constitute acceptance of the Terms and Conditions. No conditions or stipulations, proposed  by the Customer, containing writing which is inconsistent with the Terms and Conditions, or which purports to add to or modify them, shall have any effect unless  accepted by the Company in writing.
b) Where more than one Customer has entered into a contract, the Customers shall be jointly and severally liable for all payments of the Price.

3. PRICE
a) The Company will invoice the Customer for the goods at the price shown on the price list which is current at the date of the invoice. Where an estimate is   provided for goods and/or services, all estimates are based on rates and costs at the date of estimate and are valid for 30 days from the date of issue. The  Company reserves the right to adjust any estimate prior to the date of dispatch of goods or prior to or following the performance of services for any reason. If  additions or modifications to goods or services are requested by the Customer after the acceptance of the estimate, the estimate shall be adjusted to reflect the   additions or modifications.
b) Where no price is stated in writing or agreed to orally, the price shall be indicated on invoices provided by the Company in respect of goods or services supplied.
c) If a Customer requires delivery of the goods, unless otherwise agreed, all freight costs are payable by the Customer.
d) If there is money outstanding under two or more invoices, the Company may apply a payment made by the Customer in such a manner as the Company thinks fit.
e) Any special prices will apply to specific goods or services only for as long as the goods last or the duration of the special price advertised in the newsletter,  whichever comes first. 
f) The Company shall not be bound by any typographical errors or omissions in any price list, newsletter, invoice, statements or any other documents used by the  Company.
g) Orders may be placed by the Customer by telephone or in writing by facsimile, letter or by electronic means. The Company reserves the right to insist upon  written confirmation prior to progressing any order.
h) If loan, trial or hire equipment is returned damaged or incomplete, or if manuals or other instructions are not returned, the Customer shall be liable for the repair   of or replacement of the damaged or missing item. All loan, trial or hire items must be returned in the original packaging as supplied by the Company upon  delivery.
(i) If any loaned, trial or hired equipment is not returned upon the expiry of any contract or within seven (7) days of demand by the Company, the Company may, at  its sole discretion, invoice the Customer for the full replacement cost of the loan or hire equipment plus freight, travel and accommodation expenses (where  applicable) and the provisions of clause 7 shall apply.
(j) If the Company is required to import overseas goods for a Customer, the Company may, at its sole discretion, require the Customer to pay upon placing any order,
a deposit of 50% of the full purchase and estimated freight price.

4. PAYMENT
a. All invoices relating to services and goods are payable in full by the 20th day of the month following the invoice being rendered. Payment shall be by cash,  cheque, direct debit or internet banking.
b. Failure to maintain a current account to the satisfaction of the Company will automatically void all discounts and special pricing allowances. The Company is  entitled at any time to refuse to supply goods and services on credit terms, despite any prior agreement or understanding to the contrary.
c. In certain circumstances, at the sole discretion of the Company, a split repayment arrangement may be entered into with a Customer. The exact repayment terms  will be determined on a case by case basis by the Company. Failure by the Customer to pay the full amount required on any split payment rate or to adhere to  any of the other terms of the split payment arrangement shall constitute a breach of these terms and conditions and the default provisions shall apply.

5. SUITABILITY FOR CUSTOMER’S PURPOSE
5.1 The Customer must satisfy himself that the goods and services are fit and suitable for the purposes for which they are required and the Company gives no  warranty nor will it accept any liability in respect of the fitness or suitability for the Customer’s purposes.
5.2 Indent items which are specifically ordered for a customer and/or are not normally in stock cannot be returned (subject to Clause 10).

6. RISK
a) The risk in any goods provided by the Company shall pass to the Customer when the goods are picked up by the Customer from the Company’s premises or some  other agreed location, or, where agreed, when the goods have been delivered to the Customer’s premises by the Company itself or to any carrier, courier or  other bailee, by the Company, for the purposes of transmission to the Customer. For the provision of services, (including repairs and maintenance),the risk will  always lie with the Customer.
b) Any dates quoted by the Company for the delivery of goods or commencement or completion of any services are approximate only and shall not form part of the  contract. The Company will not, under any circumstances, be liable for any costs, expenses, damages or loss of profits incurred by the Customer as a result of
delay.

7. DEFAULT
a) If the Customer defaults upon any contract the Customer authorises the Company to enter upon any premises or property occupied by the Customer or any  property where the goods are stored, without notice, in order to inspect, search for and remove the goods supplied and the Customer agrees to procure all  consents necessary and to indemnify the Company against any liability incurred in connection with such entry and removal. The Company may recover and resell  the goods and apply the proceeds derived to all or part of the debt and all costs incurred in 7 (c). The Customer is liable to the Company for any shortfall and amounts due under Clauses 7(b) and 7(c).
b) Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at the rate of 2.5% per calendar month on  the total amount owing.
c) Should the Company commence any action to recover the debt and interest or for any other breach of the contract, the Customer will reimburse the Company
for all legal costs, debt collection and other costs (directly or indirectly) incurred by it enforcing the terms of the contract, whether or not Court proceedings are filed.
d) In the event that:
i. Any money payable to the Company becomes overdue or if at any time the Customer is in breach of any obligation under a contract or if the Customer  jeopardises the Company’s security interest in any goods, or in the Company’s sole opinion the Customer will be unable to meet its payments as they fall
due, or;
ii. The Customer becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its  creditors or has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management;
then without prejudice to the Company’s other remedies at law:
• The Company shall be entitled to cancel or suspend the provision of any goods or services to the Customer which remain unperformed or un-provided  and any of its other obligations under the contract and will not be liable to the Customer for any loss or damage the Customer suffers pursuant to this
clause;
• All amounts owing to the Company shall, whether or not due for payment, immediately become due and payable and all credit facilities cancelled;
• The Company may enforce any security interest granted to it by the Customer; and
• The Company may require payment in advance for all orders, including existing orders.
e. The Customer will be in breach of the contract if, within seven (7) days of being notified by the Company that the goods are ready for collection or delivery, the
Customer refuses or fails to take delivery of the goods.

8. TITLE
a) Property and title in the goods shall not pass until the Customer has made payment in full for all goods and services provided by the Company on all contracts.
b) It is further agreed that:
i. Until title passes to the Customer, the Company may give notice in writing to the Customer to return the goods to the Company.
ii. If the Customer fails to return the goods to the Company prior to title passing then the provisions of 7 (a) shall apply.
iii. Until such time as title to the goods shall pass from the Company to the Customer, the Customer will keep the goods separate from any other goods in its  possession and will keep the goods properly stored, protected, insured and identified or identifiable as the Company’s property.
iv. If the Customer sells the goods prior to title passing but is deemed to have given good title to the Purchaser, then all moneys received by the Customer from such sale shall be held on trust for the Company absolutely until title has passed to the Customer in accordance with these Terms and Conditions.
c) All goods delivered to or in the Company’s possession for repair or servicing are subject to a lien for any sums owed to the Company by the Customer. When a lien is retained over any goods and the Customer is more than 3 months overdue on any invoice, the Company may, without notice to the Customer, sell the
goods as outlined in Clause 7(a) above.

9. PERSONAL PROPERTY SECURITIES ACT 1999 (OR ITS SUCCESSOR)
a) The Customer acknowledges and agrees that:
i. These Terms and Conditions constitute a security interest in the goods for the purposes of the Personal Property Securities Act 1999 ("PPSA”) as security  for payment by the Customer for all amounts due under a contract including any future amounts; and
ii. In consideration for the Company providing goods to the Customer, including all future advances of goods, the Customer grants a Purchase Money Security  Interest (as defined in the PPSA) to the Company which will continue until the purchase price is paid in full. If any goods supplied to the Customer are  disposed of prior to payment and/or become mixed with other goods (whether supplied by the Company or not) the security interest shall continue in the proceeds of sale of the goods or the product produced by the mixing of the goods.
b) The Customer undertakes to:
i. Sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, that the
Company may reasonably require to register a financing statement or financing charge statement on the Personal Property Securities Register ("PPSR”);
ii. Indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a financing statement or financing charge statement on the
PPSR or releasing any Goods charged thereby;
iii. Not register a financing change statement or a change demand without the prior written consent of the Company;
iv. Give the Company not less than fourteen (14) days’ prior written notice of any proposed change in the Customer’s name or other details (including but not
limited to, changes in the Customer’s address, facsimile number, or business practice); and
v. Immediately advise the Company 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.
c) The Company and the Customer agree that nothing in sections 114(1)(a), 122, 133 and 134 of the PPSA shall apply to the Terms and Conditions.
d) The Customer waives its rights as a debtor under sections 116, 120, 121, 125, 126, 127, 128, 129, 131 and 132 of the PPSA.
e) The Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

10. LIMITATION OF LIABILITY
a) Any liability of the Company, arising directly or indirectly from any defect in any goods or services provided ,shall be limited to the replacement or repair of such
defect and shall not in any case exceed the invoice value of the particular good or particular service provided.
b) The Customer shall inspect the goods upon delivery and the services upon completion.
c) Any complaint must be made in writing and communicated to the Company within 48 hours of the goods having been provided or the services completed and the
Customer must allow the Company to inspect the goods within a reasonable time of receiving the notice.
d) If the Company agrees in writing that the goods are defective, then the Customer may reject the goods provided:

i. The goods are returned at the Customer’s cost within seven (7) days of the date of the Company’s written agreement that the goods are defective;
ii. The Company will not be liable for goods which have been stored or used improperly or tampered with or modified without the Company’s approval, or where there has been continued use of any goods after any defect becomes apparent or should have become apparent to a prudent user or if in the Company’s opinion any defects are of a cosmetic or non-substantial nature;
iii. The goods are returned in the condition and packaging in which they were delivered; and
iv. The Company elects not to repair or remedy the defect. If the Company elects to repair or remedy the defect it will do so with minimum delay, although the Customer acknowledges that this is dependent upon sourcing replacement parts and technical support. The Customer cannot arrange a third party or its own serviceman to fix the problem and then claim for warranty, without the Company’s prior written approval.
e) If the Customer fails to comply with any of the above provisions, the goods are deemed to have been supplied in accordance with the Terms and Conditions and free from any defect or damage.
f) The Company will to the extent permitted or required by law, pass on to the Customer any warranty provided by the relevant manufacturer, although it will not
be directly liable to the Customer under any warranty. The Customer is responsible for the cost of returning goods to the Company or manufacturer under any  warranty and the Customer may be responsible for additional costs including but not limited to freight. When the Customer requires the Company to do anything  related to a warranty claim, the Customer must, if required by the Company, pay the Company’s service and call-out charges. The Company may refuse to assist with any warranties if any part of the price owed to the Company by the Customer is over-due. Any warranties for goods or services provided by the Company must be in writing.
g) Unless otherwise agreed in writing, no warranty, manufacturer’s or otherwise, is given for used or second hand goods purchased by the Customer "as is where is”.
h) All non-defective goods are supplied on a "no return for credit” basis. However, at the absolute discretion of the Company, the Company may offer a credit if goods are supplied in an incorrect quantity, if incorrect goods are supplied, or in other circumstances as approved by the Company. Any such claims for credit  must be made within 48 hours of the receipt of the goods, failing which any such claims are deemed to be waived. Any arrangements for the return of the goods  for credit shall be specified by the Company if the Company agrees to any goods being returned.
i) The Customer must follow any manufacturer’s services, storage, maintenance and use recommendations. Failure to do so may result in any warranty being
voided. Annual maintenance of all equipment is recommended. This can be carried out at the Company’s service centre or on site.

11. CANCELLATION
(a) The Company may cancel any contract or cancel delivery or purchase of goods and services at any time before the goods are delivered or services carried out by
giving written notice at the Company’s absolute discretion. On giving such notice the Company shall promptly refund to the Customer the price paid for those
goods or services. If the Customer cancels delivery of goods or services and the Company consents to the cancellation, the Customer remains liable for any costs
incurred by the Company up to the time of cancellation. The Company shall not be liable for any loss or damage to the Customer whatsoever arising from such
cancellation or from unavailability of goods.
(b) The Company may discontinue the provision of any goods or services at any time without notice.

12. PRIVACY
The Customer authorises the Company to collect, retain and use personal information about the Customer in order to assess the Customer’s credit worthiness,
disclose to a 3rd party details of the Terms and Conditions or contract for the purposes of debt collection and providing credit references and credit checks.

13. COPYRIGHT & PATENT
a) Copyright in all drawings, specifications, documents and other technical information provided by the Company is vested in the Company. When the Company
imports goods with a particular brand name for a Customer, the Company does not guarantee that the goods received will be a genuine product made by the
brandname, as opposed to copies made under the same brand name, and the Customer must bear this risk.
b) If goods are to be manufactured to the Customer’s design, the Customer warrants that the manufacture and supply of the goods by the Company will not infringe
any patent, copyright, registered design or other rights. The Customer indemnifies the Company against any liability it incurs (including any costs, fines and
expenses) as a result of any claim that the manufacture or supply of the goods or services by the Company infringes any patent, copyright, registered design or
other rights.

14. DIMENSIONS & SPECIFICATIONS
Dimensions and specifications referred to in a contract or catalogue or any other publication maintained or issued by the Company are estimates only. Unless the
Company agrees in writing, it is not a condition of the contract that the goods will correspond precisely with the dimensions, specifications or customary tolerances.

15. DISPUTES
1) If any dispute arises out of a contract then the party claiming that a dispute has arisen must give written notice to the other party specifying the matter in
dispute. The parties must then try to resolve the dispute in good faith within 10 working days of the date the Notice is served upon the other party, or Clause 15.2 will apply.
2) The Customer hereby agrees that if the total amount in dispute is less than $20,000.00 the matter shall be heard in the Disputes Tribunal if it cannot be resolved
directly between the parties pursuant to Clause 15.1. If the amount in dispute exceeds $20,000.00 or cannot be heard at the Disputes Tribunal then the parties
shall refer the matter to Arbitration as per Clause 15.3.
3) The dispute will be referred to arbitration by a sole arbitrator in accordance with the Arbitration Act 1996. If the parties cannot agree on the identity of the
arbitrator within 10 working days from the date on which the dispute is referred to arbitration by either party, then the arbitrator will be appointed by the
President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc, upon the application of any party. The Arbitration will take place in New Zealand. The
award in the arbitration will be final and binding on the parties. The parties will bare their own costs in the arbitration and will share equally the arbitrator’s costs.

16. GENERAL
a) If any provisions of these Terms and Conditions shall be invalid or unenforceable the validity and enforceability of the remaining provisions shall not be affected.
b) The Company shall be under no liability whatsoever to the Customer for any direct or indirect loss and/or expense (including loss of profit) suffered by the
Customer arising out of a breach by the Company of these Terms and Conditions, including a defect in the goods or services provided.
c) The Customer shall indemnify the Company against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the
foregoing of this clause whether caused or arising as a result of the negligence of the Company or otherwise, brought by any person or company in connection
with any matter, act, omission, or error by the Company in connection with goods and services provided.
d) The Consumer Guarantees Act 1993, the Fair Trading Act 1986, Sale of Goods Act 1908 and other statutes may imply warranties or conditions or impose
obligations upon the Company which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of such implied warranties, conditions or terms imposed on the Company, the Company’s liability shall, where it is allowed, be excluded, or if not able to be excluded, only apply to the minimum extent required by the relevant statute. In particular, the guarantees contained in the Consumer Guarantees Act 1993 are excluded where the
Customer acquires goods or services from the Company for the purposes of a business in terms of sections 2 and 43 of that Act. In addition, the following provisions of the Sale of Goods Act 1908 are excluded as far as possible by law; Sections 15, 16, 17, 36, 37, 38, 54 and 55.
e) Failure by the Company to enforce any of these Terms and Conditions is not a waiver of any of the rights and obligations of the Company.
f) Neither party shall be liable for any default due to any act of God, terrorism, war, strike, lock out, industrial action, flood, storm or other event beyond the
reasonable control of either party.
g) The Customer shall not set off against the price amounts due from the Company.
h) The Company may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
i) The Company reserves the right to review these Terms and Conditions at any time and if changes are made, that change will take effect from the date the
Customer is notified of such change. All new contracts made after the amended Terms and Conditions made after the new Terms and Conditions have been
provided or made available to the Customer or been posted upon the Company’s website, will be deemed to have been made in acceptance of the new Terms and Conditions.
j) The laws of New Zealand shall apply to these Terms and Conditions and all contracts between the Customer and the Company.
k) If the Customer is a company or trust, the director(s) or trustee(s) signing any contract, in consideration for the Company agreeing to supply goods and services to  the Customer, sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to the Company the payment of any   and all monies now or hereafter owed by the Customer and indemnify the Company against non-payment by the Customer. The signatories and the Customer  shall be jointly and severally liable under these Terms and Conditions and for payment of all sums due hereunder.