ZEBRA GROUP LIMITED TRADING AS QSTANDS TERMS AND CONDITIONS OF SALE- VERSION 1.0

GENERAL
1.1 In these Terms:
(a) Agreement means either the Seller’s invoice or the Customer’s purchase
order, and any Application for Credit signed by the Customer, together with
these Terms.
(b) Customer means the person, firm, company or entity buying Goods from
the Seller.
(c) Goods means the Goods specified in the Customer’s order.
(d) Seller means Zebra Group Limited trading as QStands and its successors
and assigns.
(e) Terms means these Terms and Conditions of Sale.
2. ORDERS AND PRICE
2.1 The Customer agrees to place orders in accordance with the Seller’s ordering
procedures as advised by the Seller from time to time.
2.2 The Customer agrees that each order accepted by the Seller will constitute a
separate contract on the terms of this Agreement.
2.3 The Customer will pay the price indicated on the invoice, order form, or other
similar document issued by the Seller, together with the amount of any Goods
and Services Tax or any other tax which may be payable in respect of the supply
of Goods or otherwise under these Terms.
3. PAYMENT
3.1 Unless otherwise agreed the Seller will only deliver the Goods once the
Customer has made payment in full.
3.2 The Seller may require payment of a deposit for custom made Goods or Good
supplied on credit.
3.3 Where the Seller has agreed to deliver the Goods before receiving full payment
the Customer will pay all amounts due by the date specified on the invoice.
Notwithstanding this credit period, full payment for all unpaid Goods becomes
due immediately upon:
(a) the Customer or any guarantor becoming insolvent or bankrupt;
(b) the commencement of any act or proceeding in which the Customer’s or
any guarantor’s insolvency is involved;
(c) the Customer or any guarantor resolving to wind up or being ordered to be
wound up or having a receiver, liquidator or official manager appointed in
respect of all or any of its assets; or
(d) the Customer or any guarantor ceasing to trade.
3.4 All payments by the Customer will be full, free and clear of any deduction,
withholding, set-off, counterclaim or other claim.
3.5 Failure by the Customer to make payment in full of any amount payable pursuant
to this Agreement on the due date constitutes a default and, without prejudice to
any other rights or remedies of the Seller, simple interest at 1.5% per month will
be payable on demand from the due date until payment.
3.6 The Customer will indemnify the Seller against all loss, costs and expenses,
including legal costs on a solicitor/client basis, which the Seller may suffer or
incur as a result of any failure by the Customer to make due and punctual
payment.
4. DELIVERY AND DEFECTS
4.1 The Seller undertakes to use reasonable endeavours to deliver the Goods within

the time specified by the Seller but dates it gives for delivery are indicative only.
No date specified by the Customer is binding on the Seller without the written
agreement of the Seller.
4.2 On the delivery of the Goods to the Customer, the Customer must immediately
review the consignment note and inspect the Goods to satisfy itself that the
Goods are in accordance with the order. If the delivery does not accord with the
consignment note the Customer must not sign that the Goods are received and
must contact the Seller immediately.
4.3 If the Goods are otherwise not in accordance with the order, or contain a material
defect the Customer must, within 3 days of the delivery, advise the Seller in
writing. The Customer will give the Seller the opportunity to inspect the Goods
and must (at the Customer’s cost) store the Goods separately and in the state
and condition in which they were supplied until the Seller’s inspection.
4.4 In order to ensure proper performance and safety the Customer must set up and
use the Goods in accordance with the Seller’s instructions. If the Customer
requires assistance the Seller may provide it for an additional fee.
5. OWNERSHIP AND RISK
5.1 The Seller retains ownership (both legal and equitable) of any Goods delivered
by the Seller to the Customer (and the Customer is a bailee only in respect of
those Goods) until payment in full is made for those Goods. Until such time, the
Customer retains possession of the Goods in its premises as bailee in a manner
such that they are readily identifiable as the Seller’s property.
5.2 Risk in Goods supplied by the Seller to the Customer passes to the Customer
when such Goods are delivered to the Customer or into custody on the
Customer’s behalf provided that if the Customer fails to accept the Goods or
requests that delivery of the Goods be delayed, risk in the Goods will be borne
by the Customer from the time of such failure or request.
5.3 The Customer must insure and keep insured delivered Goods to the full sale
price against all risk until the Seller has received payment for the Goods in full.
The Customer will, upon request, provide evidence of insurance cover.
6. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”) AND
PROTECTION OF THE SELLER’S RIGHTS
6.1 The Customer acknowledges that on signing the Agreement the Customer grants
the Seller a security interest in favour of the Seller in respect of the Goods and
their proceeds and secures payment by the Customer to the Seller of all amounts
from time to time owing by the Customer to the Seller under this Agreement or
any other agreement between them. When Goods supplied by the Seller have
become an accession or have been manufactured, processed, co-mingled or
affixed with other property, the Customer will ensure that Goods supplied by the
Seller and their proceeds will remain identifiable. The Customer acknowledges
that the Customer’s security interest continues in the accession or the processed
or co-mingled goods and their proceeds.
6.2 The Customer will promptly do all things, sign any further documents and/or
provide any further information which the Customer may reasonably require to
enable the Customer to perfect and maintain the perfection of its security
interest.
6.3 The Customer will notify the Seller of any change in name and/or any other
change in the Customer’s details (including, but not limited to, changes in the
Customer’s address, facsimile number, trading name or business practice) not
less than 14 days before the change takes effect.

6.4 The Seller and the Customer agree that to the fullest extent permitted by law,
nothing in sections 114(1)(a) and 133 of the PPSA will apply in respect of the
Customer and the Seller. The Customer waives its rights as a debtor under
sections 116, 120(2), 121, 125, 126, 127, 129 and 131 of the PPSA.
6.5 The Customer waives the right to receive a copy of the verification statement or a
financing change statement in respect of the Customer’s security interest.
6.6 In the event that:
(a) the Customer fails to perform any obligation contained or implied in this
Agreement; and/or
(b) it is necessary for the Seller to take any steps or incur any expense to
protect its interests under this Agreement, including the registration and
maintenance of the Seller’s security interests or repossession of the Goods;
then the Seller may perform such obligation, pay such money, or incur such
expense, and the Customer will indemnify and reimburse the Seller for all monies
paid or expenses incurred (including all legal and associated costs) by the Seller
(inclusive of any tax).
6.7 The Customer must not create, or allow or permit the creation of, a security
interest (as defined in the PPSA) or lien in any Goods.
6.8 If the Customer has not paid an account in full by the due date for payment, the
Seller or its agent(s) may (in addition to its other rights), and is authorised to,
enter the Customer’s premises without giving prior notice and recover its Goods,
and may resell any of them, without incurring any liability to the Customer or any
person claiming through the Customer. The Customer may not revoke the
permission granted in this clause.
7. WARRANTIES AND LIABILITY
7.1 Provided that the Customer complies with clause 4.3 and 4.4, the Seller warrants
that, for a period of 24 months after delivery, the Goods will be free of material
defects and materially conform to the specification provided by the Seller (if any).
7.2 All warranty claims pursuant to clause 7.1 will be subject to assessment by the
Seller as to whether the warranty claim is valid. Where the Seller (acting
reasonably) determines that the warranty claim is not valid, then the Customer
will pay to the Seller the reasonable costs or expenses incurred by the Seller in
rectifying the claim.
7.3 The Seller will have the option, exercisable at its discretion, to replace or give
credit for any Goods in respect of which a breach of warranty claim is made and
proven, or to refund the price paid by the Customer, thereby fully discharging all
legal liability of the Seller. Replacement Goods or parts may be subject to back
order.
7.4 If the Customer is a consumer under the Consumer Guarantees Act 1993 (CGA),
nothing in this Agreement limits the Customer’s rights under the CGA. If the
Customer acquires the Goods for business purposes, the provisions of the CGA
will not apply and are expressly excluded.
7.5 Subject to clause 7.4:
(a) All warranties of merchantability or fitness for a particular purpose and all
other representations, statements, warranties or conditions whether
statutory or made by any representative or agent of the Seller or otherwise,
whether express or implied, are excluded to the extent permitted by law.
(b) The Seller’s liability under or arising from this Agreement, whether in
contract, tort, equity or otherwise, is limited to the lower of: (i) the price
actually paid by the Customer for the Goods complained of; (ii) the cost of
repairing the Goods; and (iii) the actual loss or damage suffered by the

Customer.
(c) The Seller accepts no liability for any damages or losses arising from any
act, default or negligence on the part of the Customer or its employees,
subcontractors or agents.
(d) Neither party will be liable for indirect, special, consequential or similar
losses or damages, including but not limited to loss of profit or revenues, or
other financial or economic losses of any kind, and whether or not the other
party has been advised of the potential for such damages.
8. INFORMATION ABOUT CUSTOMER
8.1 The Customer must notify the Seller of any change in circumstances that may
affect the accuracy of the information provided by the Customer to the Seller.
8.2 Any personal or credit information provided by the Customer or obtained by the
Seller will be held by the Seller and may be used by it for any of the following
purposes: determining eligibility and terms for the provision of credit to the
Customer, supplying the Customer with the Goods, enforcing debts and other
legal obligations owing to the Seller and disclosure to third parties associated
with any of those purposes (including a credit reporting agency).
8.3 The Customer authorises all persons, companies, credit reporting agencies and
other entities to provide the Seller with such information as it may at any time
request about the Customer (including where applicable, its principals and
directors) in relation to any of the purposes listed in clause 8.2 of these Terms.
9. GENERAL
9.1 Force majeure: If any cause beyond the reasonable control of the Seller
including but not limited to order of a government or other authority, strike,
lockout, labour dispute, delays in transit, difficulty in procuring components or
ingredients, embargo, accident, emergency, inclement weather, act of God or
other contingency interferes with delivery by the Seller or with the performance
by the Seller or any of its obligations under this Agreement then the Seller may at
its sole discretion suspend its performance of any such obligation or cancel this
Agreement and will not be liable to the Customer in any respect.
9.2 Severability: If any clause or provision of this Agreement is held illegal or
unenforceable by any judgment of any Court or Tribunal having competent
jurisdiction, such judgment will not affect the remaining provisions of this
Agreement which will remain in full force and effect as if such clause or provision
held to be illegal or unenforceable had not been included.
9.3 Variation to Terms: The Seller may vary or replace these Terms from time to
time by notice in writing to the Customer, which may be by email. Any such
variation / replacement will only apply to future orders placed by the Customer.
9.4 Waiver: This Agreement remains in force notwithstanding any neglect,
forbearance or delay in enforcement. The Seller may only waive a term or
condition in writing, and such waiver will only apply to the particular transaction to
which it refers.
9.5 Assignment: The Customer may not transfer its rights in respect of the purchase
of Goods under this Agreement to any other party without the Seller’s prior
written consent.
9.6 Governing law and jurisdiction: This Agreement is governed by and construed
in accordance with the laws of New Zealand in English, and each of the parties
submits to the non-exclusive jurisdiction of the courts of New Zealand.