1.0        DEFINITIONS

1.1        “VSS” shall mean Virtual Support Solutions Limited its successors and assigns or any person acting on behalf of and with

              the authority of Virtual Support Solutions Limited.

1.2        “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as

             described on any quotation, work authorisation or another form as provided by VSS to the Customer.

1.3        “Guarantor” shall mean that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a

             principal debtor basis.

1.4        “Goods” shall mean all Goods supplied by VSS to the Customer (and where the context so permits shall include any

             supply of Services as hereinafter defined) and includes Goods/Services described on any invoices, quotations, work

             an authorisation or any other forms as provided by VSS to the Customer.

1.5        “Services” shall mean all services supplied by VSS to the Customer and includes any advice or recommendations (and

             where the context so permits shall include any supply of Goods as defined above).

1.6        “Price” shall mean the price payable for the Goods/Services as agreed between VSS and the Customer in accordance

             with clause 3 of this contract.

2.0        ACCEPTANCE

2.1        Any instructions received by VSS from the Customer for the supply of Goods/Services and/or the Customer’s acceptance

             of Goods/Services supplied by VSS shall constitute acceptance of the conditions contained herein.

2.2        Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for

             all payments of the Price.

2.3        Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be

             amended with the written consent by VSS.

2.4        The Customer shall give VSS not less than fourteen (14) days prior written notice of any proposed change of ownership

             of the customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but

             not limited to, changes in the Customer’s address, or business practice).  The Customer shall be liable for any loss

             incurred by VSS as a result of the Customer’s failure to comply with this clause.

2.5        Goods/services are supplied by VSS only on the terms and conditions of trade herein to the exclusion of anything the

             contrary to the terms of the Customer’s order notwithstanding that any such order is placed on terms that support to

             override these terms and conditions of trade.

2.6        All orders accepted by VSS are subject to the ability to supply and to price ruling at the time of delivery.

3.0       PRICE AND PAYMENT 

3.1        At VSS’s sole discretion the Price shall be either:

             (a)     as indicated on invoices provided by VSS to the Customer in respect of Goods/Services supplied; or

             (b)    VSS’s quoted Priced (subject to clause 3.2) which shall be binding upon VSS provided that the Customer shall

                     accept VSS’s quotation in writing within thirty (30) days.

3.2        VSS reserves the right to change the Price in the event of a variation to VSS’s quotation.

3.3        At VSS’s sole discretion a non-refundable deposit may be required.

3.4        At VSS’s sole discretion:

             (a)     payment shall be due before delivery of the Goods/Services; or

             (b)     payment for approved Customers shall be due seven (7) days following the end of the month in which a statement

                      is posted/emailed to the Customer’s address or address for notices.

3.5        Time for payment for the Goods/Services shall be of the essence and will be stated on the invoice or any other forms.  If

              no time is stated, then payment shall be due seven (7) days following the date of the invoice.

3.6        Payment will be made by cash, by direct credit, or by any other method as agreed to between the Customer and VSS.

3.7        GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly

             included in the Price.

4.0       DELIVERY OF GOODS

4.1        At VSS’s sole discretion delivery of the Goods shall take place when:

             (a)    the Customer takes possession of the Goods at VSS’s address; or

             (b)    the Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods are

                     delivered by VSS or VSS’s nominated carrier); or

             (c)    the Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be

                     the Customer’s agent.

4.2        At VSS’s sole discretion the costs of delivery are in addition to the Price.

4.3        The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for

             delivery.  In the event that the Customer is unable to take delivery of the Goods as arranged then VSS shall be entitled

             to charge a reasonable fee for redelivery.

4.4        VSS may deliver the Goods in separate instalments.  Each separate instalment shall be invoiced and paid for in

             accordance with the provisions in these terms and conditions.

4.5        The failure of VSS to deliver shall not entitle either party to treat this contract as repudiated.

4.6        VSS shall not be liable for any loss or damage whatsoever due to failure by VSS to deliver the Goods (or any of them)

             promptly or at all, where due to circumstances beyond the control of VSS.

5.0       RISK

5.1        If VSS retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.

5.2        If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, VSS is

             entitled to receive all insurance proceeds payable for the Goods.  The production of these terms and conditions by VSS 

             is sufficient evidence of VSS’s rights to receive the insurance proceeds without the need for any person dealing with VSS

             to make further enquiries.

6.0       TITLE

6.1        VSS and Customer agree that ownership of the Goods/Services shall not pass until:

             (a)     the Customer has paid VSS all amounts owing for the particular Goods/Services; and

             (b)     the Customer has met all other obligations due by the Customer to VSS in respect of all contracts between VSS

                      and the Customer.

6.2        Receipt by VSS of any form of payment other than cash shall not be deemed to be payment until that form of payment

             has been honoured, cleared, or recognised and until then VSS’s ownership or rights in respect of the Goods shall

             continue.

6.3        It is further agreed that:

             (a)     where practicable the Goods/Services shall be kept separate and identifiable until VSS shall have received payment

                      and all other obligations of the Customer are met; and

             (b)     until such time as ownership of the Goods shall pass from VSS to the Customer VSS may give notice in writing to

                      the Customer to return the Goods or any of them to VSS.  Upon such notice being given the rights of the Customer

                      to obtain ownership or any other interest in the Goods shall cease; and

             (c)     the Customer is only a bailee of the Goods and until such time as VSS has received payment in full for the Goods

                      then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount

                      then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount

                      the Customer owes to VSS for the Goods, on trust for VSS; and

             (d)     until such time that ownership in the Goods passes to the Customer if the Goods are converted into other

                      products, the parties agree that VSS will be the owner of the ends products; and

             (e)     if the Customer fails to return the Goods to VSS then VSS or VSS’s agent may (as the invitee of the Customer) enter

                      upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are

                      situated and take possession of the Goods, and VSS will not be liable for any reasonable loss or damage suffered

                      as a result of any action by VSS under this clause.

7.0       PERSONAL PROPERTY SECURITIES ACT 1999 ("PPSA") (“PPSA”)

7.1        Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:

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

             (b)     a security interest is taken in all Goods/services previously supplied by VSS to the Customer (if any) and all

                      Goods/Services that will be supplied in the future by VSS to the Customer.

7.2        The Customer 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 VSS may reasonably require to register a financing statement or financing change

                     statement on the Personal Property Securities Register;

            (b)     indemnify, and upon demand reimburse, VSS for all expenses incurred in registering a financing statement or

                     financing change statement of the Personal Property Securities Register or releasing any Goods charged thereby.

            (c)     not register a financing change statement or a change demand without the prior written consent of VSS; and

            (d)     immediately advise VSS 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.

7.3        VSS and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and

             conditions.

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

7.5        Unless otherwise agreed to in writing by VSS, the Customer waives its right to receive a verification statement in

             accordance with section 148 of the PPSA.

7.6        The Customer shall unconditionally ratify any actions taken by VSS under clauses 7.1 to 7.5.

8.0       CONSUMER GUARANTEES ACT 1993

8.1        If the Customer is acquiring Goods/Services for the purpose of a trade or business, the Customer acknowledges that the

             provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by VSS to the Customer.

9.0       DEFAULT & CONSEQUENCES OF DEFAULT

9.1        Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at

             a rate of two and a half percent (2.5%) per calendar month (and at VSS’s sole discretion such interest shall compound

             monthly at such a rate) after as well as before any judgement.

9.2        In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any dishonour

             fees included by VSS.

9.3        If the Customer defaults in payment of any invoice when due, the Customer shall indemnify VSS from and against all cost

            disbursements incurred by VSS in pursuing the debt including legal costs on a solicitor and own client basis and VSS’s

            collection agency costs.

9.4        Without prejudice to any other remedies VSS may have if at any time the Customer is in breach of any obligation

             (including those relating to payment) VSS may suspend or terminate the supply of Goods/Services to the Customer for

             any loss or damage the Customer suffers because VSS has exercised its rights under this clause.

9.5        Without prejudice to VSS’s other remedies at law VSS shall be entitled to cancel all or any part of any order of the

             Customer which remains unfulfilled and all amounts owing to VSS shall, whether or not due for payment, become

             immediately payable in the event that:

             (a)     any money payable to VSS becomes overdue, or in VSS’s opinion the Customer will be unable to meet its payments

                      as they fall due; or

             (b)     the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters 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 Customer

                      or any asset of the Customer. 

10.0      SECURITY AND CHARGE

10.1      Despite anything to the contrary contained herein or any other rights which VSS may have howsoever:

             (a)     where the Customer and/or the Guarantor (if any) is the owner of land realty or any other asset capable of being

                      charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all their joint and/or several

                      interests in the said land, realty, or any other asset to VSS or VSS’s nominee to secure all amounts and other

                      monetary obligations payable under these terms and conditions.  The customer and/or the Guarantor

                      acknowledge and agree that VSS (or VSS’s nominee) shall be entitled to lodge where appropriate a caveat, which

                      caveat shall be withdrawn once all payments and other monetary obligations are payable hereunder have been

                      met.

            (b)     should VSS elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer

                     and/or Guarantor shall indemnify VSS from any against all VSS’s costs and disbursements including legal costs on a 

                     solicitor and own client basis.

            (c)     the Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint VSS and VSS

                     nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect

                     to the provisions of this clause 13.1.

11.0    CANCELLATION

11.1      VSS may cancel any contract to which these terms and conditions apply or cancel delivery of Goods/Services at any time

             before the Goods/Services are delivered by giving written notice to the Customer.  On giving such notice VSS shall repay

             to the Customer any sums paid in respect of the Price.  VSS shall not be liable for any loss or damage whatsoever arising

             from such cancellation.

11.2      In the event that the Customer cancels delivery of the Goods/Services the Customer shall be liable for any loss incurred

             by VSS (including, but not limited to, any loss of profits) up to the time of cancellation.

11.3      Cancellation of orders for Goods/Services made to the Customer’s specifications or non-stocklist items will not be

             accepted once production has commenced.

12.0     PRIVACY ACT 1993

12.1      The Customer and the Guarantor/s (if separate to the Customer) authorise VSS to:

             (a)     collect, retain, and use any information about the Customer and/or Guarantors, for the purpose of assessing the

                      Customer’s and/or Guarantor’s creditworthiness or marketing products and services to the Customer and/or

                      Guarantors; and

             (b)     disclose information about the Customer and/or Guarantors, whether collected by VSS from the Customer and/or

                      Guarantors directly or obtained by VSS from any other source to any other credit provider or any credit reporting

                      agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the

                      Customer and/or Guarantors.

12.2      Where the Customer and/or Guarantors are an individual the authorities under clause 15.1 are authorities or consents for

             the purposes of the Privacy Act 1993.

12.3      The Customer and/or Guarantors shall have the right to request VSS for a copy of the information about the Customer

             and/or Guarantors retained by VSS and the right to request VSS to correct any incorrect information about the Customer

             and/or Guarantors held by VSS.

13.0     GENERAL

13.1      If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence,

             legality and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.

13.2      These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are

             subject to the jurisdiction of the courts of New Zealand.

13.3      VSS shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense

             (including loss of profit) suffered by the Customer arising out of a breach by VSS of these terms and conditions.

13.4      In the event of any breach of this contract by VSS the remedies of the Customer shall be limited to damages which under

             no circumstances shall exceed the Price of the Goods/Services.

13.5      The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to

             the Customer by VSS nor to withhold payment of any invoice because part of that invoice is in dispute.

13.6      VSS may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

13.7      VSS reserves the right to review these terms and conditions at any time.  If following any such review, there is to be any

             change to these terms and conditions, then that change will take effect from the date on which VSS notifies the

             Customer of such change.

13.8      The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the

             Contractual Remedies Act 1979.

13.9      Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire,

             flood, drought, storm, or another event beyond the reasonable control of either party.

13.10   The failure by VSS to enforce any provision of these terms and conditions shall not be treated as a waiver of that

            provision, nor shall it affect VSS's right to subsequently enforce that provision.