NZ Terms & Conditions of Sale

1. General

Unless the context otherwise requires: Agreement means the agreement between Mill-Pro and the customer for the supply of Goods by Mill-Pro to the customer, the agreement shall be constituted in its entirety by these Terms and Conditions of Sale and, if any, specific conditions laid out in Mill-Pro’s quotation. Credit Arrangement means the credit terms available to Customer for the provision of Goods on credit submitted to Mill-Pro using Mill-Pro’s Confidential Credit Application Form and accepted in writing by Mill-Pro (referred to as the “Credit Agreement”); Customer means the party to whom Mill-Pro has agreed to supply Goods pursuant to the Agreement; Goods means the goods and/or services agreed to be supplied by Mill-Pro and purchased by Customer pursuant to the Agreement; GST has the meaning given by the Goods and Services Tax Act 1985 or any Act imposing or relating to the imposition or administration of a goods and services tax in New Zealand; Guarantee means the guarantee document provided by the Customer or the Customer’s directors, shareholders or principals to Mill-Pro in order to guarantee the performance of the Agreement by the Customer; Mill-Pro means Mill-Pro New Zealand Limited, a 100% subsidiary of Mill-Pro Holdings Limited, a Hong Kong registered entity.  Mill-Pro Holdings infers any company which have their ultimate parent as Mill-Pro Holdings Limited; Proprietary Information means any information and intellectual property relating to the Goods or the installation or operation of the Goods including but not limited to patents, designs, drawings, instruction booklets, specifications, componentry, trade secrets, trade marks and copyright in such information and intellectual property; Purchase Order means the written purchase order provided by Customer to Mill-Pro for the supply of the Goods, plus any amendments thereafter accepted by Mill-Pro.

2. Quotations and Purchase Orders

(a) Subject to the clause immediately below, quotations from Mill-Pro are valid for a period of 30 days from the date of issue unless otherwise specified in the quotation. Prices given in any quotation by Mill-Pro are applicable to that quotation only, and will not apply in any other instances. A quotation from Mill-Pro is not an offer to sell.

(b) In order to purchase the Goods, Customer must place with Mill-Pro a Purchase Order setting out an order number, Mill-Pro’s quotation number (if applicable), description of the Goods to be purchased, the expected delivery date, delivery point and any other relevant information. The Purchase Order may be accepted or rejected by Mill-Pro at Mill-Pro’s sole discretion.

(c) Offer & acceptance shell be deemed to have occurred by and upon Mill-Pro accepting from the Customer a Purchase Order pursuant to the clause immediately above and each contract shall be governed by the Agreement.

(d) The Agreement shall take precedence over any other representations, agreements, arrangements or understandings relating to the Goods and any matters in connection with the Goods.

(e) Any conditions or terms of purchase submitted by Customer deviating from or inconsistent with the Agreement will not bind Mill-Pro, notwithstanding any statement by Customer in its Purchase Order that its terms and conditions prevail over the Agreement.

(f) Where the Goods to be supplied contain raw materials, the price and availability of which is unpredictable (for example, Resins, Steel Coil), and there is a lack of availability of such raw material either to enable Mill-Pro to supply the Goods or to supply the Goods at the price stated in the Purchase Order, Mill-Pro may, at its sole option:

(i) Expend additional time to make reasonable efforts to attempt to locate raw material, and if raw material cannot be located, serve notice of immediate termination of the Purchase Order under the Agreement; or

(ii) Serve notice of immediate termination of the Purchase Order under the Agreement. In no case shall Mill-Pro have any liability to Customer as a result of termination, but the customer shall pay to Mill-Pro the purchase price of any goods already supplied to the customer under the Agreement.

3. Payment of Purchase Price

(a) Unless otherwise agreed in writing, Mill-Pro accepts Purchase Orders subject to the condition that Customer agrees to pay the purchase price appearing on Mill-Pro’s quotation for those Goods.

(b) If applicable, a copy of Mill-Pro’s publicly available price list for the Goods is available on request. All prices on Mill-Pro’s price list are subject to change with 30 days notice.  Acceptance of large orders placed during the 30-day notice period shall be by mutual agreement between Mill-Pro & the Customer

(c) The total purchase price, unless otherwise stated in the Purchase Order, includes GST but does not include any delivery charges, packaging, freight, assembly costs, installation costs, costs and charges of third party suppliers such as electricians, insurance or any statutory, sales, excise, or other taxes, duties or imposts, all of which may be added to the purchase price or otherwise will be paid by Customer or

reimbursed by the customer to Mill-Pro.

(d) Payment of the purchase price must be made in full within 30 days after the date of the invoice or otherwise in accordance with Customer’s Credit Arrangement extended in the quotation.

(e) The customer acknowledges that Mill-Pro is subsidiary company. The customer agrees that Mill-Pro and/or any other Mill-Pro Holdings companies are entitled to exercise a right of off set to the extent Customer is indebted to Mill-Pro or to any Mill-Pro Holdings company against any monies due by Mill-Pro to Customer or any Mill-Pro Holdings company on this or any other account.

(f) If Customer does not pay money by the due date for payment, without prejudice to any other rights which it may have against Customer, Mill-Pro may require customer to pay on demand interest at the New Zealand Westpac Indicator Lending Rate effective from time to time plus 4% per annum calculated from the due date on daily balances of amounts unpaid.

4. Cancellation of Orders

Customer may not alter or cancel a Purchase Order without Mill-Pro’s prior written consent. If Mill-Pro agrees to alter or cancel the Purchase Order, Customer will indemnify Mill-Pro against any loss, damage and expense incurred by Mill-Pro in relation to the alteration or cancellation of that Purchase Order, including the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Goods and all labour and engineering costs incurred by Mill-Pro in the execution or part execution of the Goods and including compensation payable to any of Mill-Pro’s suppliers.

5. Return of Goods and Credits

(a) The customer is deemed to have accepted the Goods unless it makes a claim in accordance with the clause immediately below.

(b) The customer may reject any goods, which are wrongly supplied or oversupplied by notifying Mill-Pro of the claim and providing particulars of the claim in writing within 5 working days of receipt of those Goods. Mill-Pro may dispute any such claim.

(c) Goods referred to in the clause immediately above may be returned to Mill-Pro for credit if the following is complied with at Mill-Pros discretion:

(i) The Goods are returned to Mill-Pro’s premises by prior arrangement and with Mill-Pro’s written approval within 7 working days of the agreement to return, at no cost to Mill-Pro, unless delivered as the result of an administrative error by Mill-Pro, in which case Mill-Pro will bear all costs relating to the return;

(ii) The Goods are accompanied by a dispatch note stating Mill-Pro’s original invoice number and reason for return; and

(iii) The Goods are returned in an unsoiled, undamaged and re saleable condition in original packing.

(d) Customer must not return any Goods to Mill-Pro unless it has complied with the clauses (ii) & (iii) above and has provided an opportunity for Mill-Pro to examine the goods.

6. Delivery, Storage and Use

(a) All quoted delivery or consignment dates are estimates only. Mill-Pro will do it’s best to meet such dates given factors under it’s control, however we cannot be liable to Customer by reason of delays resulting from parties not under our control

(b) Mill-Pro is deemed to have delivered the Goods when the Goods are made available to Customer for physical collection by or on behalf of Customer at Customer’s nominated delivery point (Delivery). Any unloading or loading shall be Customer’s responsibility, unless otherwise agreed in Mill-Pro’s quotation.

(c) Mill-Pro may deliver the Goods by instalments and issue interim invoices to Customer.

(d) Without limiting any other provision of the Agreement, failure by Customer to pay any instalment, or any other amount when due, will entitle Mill-Pro to withhold or delay delivery of any remaining Goods ordered and due for delivery.

(e) If Customer is unable to collect the Goods at Customer’s nominated delivery point on the delivery day, Mill-Pro may (at its option and without limiting its other rights and remedies) arrange suitable storage of the Goods, whether at its premises or elsewhere, and Customer may be required to pay or reimburse costs and expenses of storage, insurance, demurrage, handling and other charges associated with such storage. Notwithstanding Customer’s inability to collect the Goods, Delivery is still deemed to have occurred.

Mill-Pro NZ T&C Version 2.0 July 2013