Terms & Conditions


1 Définitions

1.1 For the purposes of these Terms and Conditions or otherwise:

a. “Account Holder” means the person or entity in whose name a Epressotec International Limited Account is opened and is deemed to include each Guarantor and, where the context permits, is deemed to include any agent, contractor, employee or representative of the Account Holder.

b. “Credit Limit” means the credit limit from time to time specified by Epressotec International Limited in its absolute discretion on a Epressotec International Limited Account.

c. “Default Interest Rate” means two percent per month compounding on the 20th day of each month or such other rate as Epressotec International Limited shall notify the Account Holder in writing as being the then current rate applicable to the Account Holder’s Epressotec International Limited Account.

d. “Due Date” means the 20th day of the month following the closing date of each Statement.

e. “Goods” means all present and future acquired goods, plant, equipment, parts or other items purchased, leased, hired by, or financed to, the Account Holder by or from Epressotec International Limited.

f. “Guarantor” means each guarantor named in this application as such and any other person or entity who gives a guarantee in respect of a Epressotec International Limited Account and, where the context permits, includes any agent, contractor, employee or representative of the Guarantor.

g. “Limited Damage Waiver” means any arrangement made or deemed to be made pursuant to clause 5.1(g)(vii).

h. “Epressotec International Limited Account” means any credit account created in accordance with these Terms and Conditions or otherwise that may be used by the Account Holder as a trading account with any one or more of the entities comprising the Epressotec International Limited.

i. “Epressotec International Limited Costs” means costs, sums, fees, duties (including stamp duty), taxes (including GST, and any fines, interest and penalties), legal fees (including as between solicitor and client), including (without limitation) in respect of the negotiation, preparation, execution, registration and enforcement or attempting to enforce (or make good) any document or obligation of the Account Holder or Guarantor, registration fees, interest, premiums, penalties, break costs, loss of profit or margin, levies, payments, rates, rentals, charges, outgoings, expenses, liabilities, claims, losses and other financial obligations, in each case whether direct or indirect.

j. “Epressotec International Limited ” means any and all of:

(i) Epressotec International Limited

(ii) Any other company (whether incorporated in New Zealand or otherwise) which is related to any company specified in clause 1.1i.(i) in the manner provided in section 2(3) of the Companies Act 1993.

k. “PPSA” means the Personal Property Securities Act 1999.

l. “Security Interest” has the meaning provided in the PPSA.

m. “Services” means any services, including machinery maintenance and repair, transportation and any other services, provided by Epressotec International Limited  to the Account Holder.

n. “Statement” means the monthly transaction statement issued by Epressotec International Limited  in respect of a Epressotec International Limited  Account.

o. “Terms and Conditions” means these Terms and Conditions as amended, varied, updated, modified, or replaced from time to time by Epressotec International Limited  and any other terms and conditions of use issued by Epressotec International Limited  from time to time in relation to Epressotec International Limited  Accounts.

p. “Transactions” means any servicing, sale, lease, hire or other arrangement entered into between the Account Holder and Epressotec International Limited  whereby Services are provided to the Account Holder, or Goods are supplied to the Account Holder, in respect of which these Terms and Conditions will apply.

2 The Contract

2.1 Upon agreement by the Account Holder in writing to accept these Terms and Conditions or by the Account Holder’s use of its Epressotec International Limited Account, each Transaction will form a legal contract between the Account Holder and Epressotec International Limited. Use of the Epressotec International Limited Account by the Account Holder is at all times governed by the then current Terms and Conditions as varied from time to time by Epressotec International Limited by notice in writing, and/or changed on the Epressotec International Limited website (www.Epressotec.co.nz). A reference to “Terms and Conditions” is also deemed to be a reference to the legal contract which exists in respect of each Transaction.

3 Epressotec International Limited Account

3.1 A Epressotec International Limited Account provides the Account Holder with a debit account against which the Account Holder can charge authorized Transactions.

3.2 Epressotec International Limited will maintain a Epressotec International Limited Account for the Account Holder to which all Transactions will be debited.

3.3 Epressotec International Limited may impose such fees and charges as notified to the Account Holder from time to time and such fees and charges (if any) will be debited to the Account Holder’s Epressotec International Limited Account. 3.4 The Account Holder is liable for all Transactions, fees and charges charged to the Epressotec International Limited Account, and all Epressotec International Limited Costs.

4 Terms of Sale of Goods and Provision of Services on Credit

4.1 Goods sold whether on credit or otherwise to an Account Holder are:

a. sold for business purposes and the parties agree that the Consumer Guarantees Act 1993 (in this clause “the Act”) shall not apply to those Goods. If the Account Holder supplies any Goods to any third party and that supply would otherwise be subject to the provisions of the Act, the Account Holder will obtain the agreement of its customer that the Act will not apply to that supply and if the Account Holder fails to obtain such agreement from its customer then the Account Holder indemnifies Epressotec International Limited against any liability incurred by Epressotec International Limited arising out of that failure;

b. at the Account Holder’s risk from dispatch from Epressotec International Limited ’s premises or from premises which are under Epressotec International Limited ’s control and/or care at that time (unless damage is directly as a result of any gross negligence or wilful act of Epressotec International Limited  or any of its employees or authorised sell, dispose, part with possession, charge, encumber, grant a Security Interest in, or otherwise do anything else inconsistent with Epressotec International Limited ’s ownership of the Goods, until title in them passes to the Account Holder.

c. unless otherwise agreed, transported at the cost of the Account Holder. If Epressotec International Limited  is delivering the Goods to the Account Holder, Epressotec International Limited  will use its best endeavours to see that delivery is made according to schedule, but shall not be responsible for delays to any such schedule.

4.2 Services provided to an Account Holder whether on credit or otherwise are provided on the basis that:

a. the Services are provided for business purposes and the parties agree that the Consumer Guarantees Act 1993 shall not apply to those Services.

b. it is the Account Holder’s responsibility to insure any of its property while it is in the control of Epressotec International Limited ; and

c. all property of the Account Holder delivered to Epressotec International Limited ’s possession for provision of the Services is subject to a lien for any sums owing by the Account Holder.

4.3 Subject to clause 18, all claims by an Account Holder for errors or short delivery of Goods or provision of Services must be made in writing to Epressotec International Limited  quoting relevant invoice numbers within seven days of delivery of the Goods or completion of the Services in question.

4.4 The Account Holder agrees and acknowledges that:

a. Epressotec International Limited  has not made any representation that the Goods are of an acceptable quality, durability, or fitness nor that the Goods are new goods or equal to new;

b. The Account Holder does not rely on Epressotec International Limited ’s skill or judgment as to the quality, durability or fitness of the Goods for any particular purpose; and

c. The Account Holder enters into these Terms and Conditions and each Transaction solely in reliance upon its own judgment as to the quality, durability and fitness of the Goods for the Account Holder’s purposes, and the risk in these respects is borne by the Account Holder.

4.5 The Account Holder agrees and acknowledges that the Account Holder has inspected the Goods and that the Goods were supplied by Epressotec International Limited on a fully operational basis, in proper working order and condition and that the Account Holder:

a. Will before using the Goods:

(i) Ensure that all safety checks appropriate for the use of the Goods are carried out; and

(ii) (ii) Conduct and be satisfied as to a risk assessment of all work sites at which the Goods will operate, including identifying possible hazards for its employees and other persons operating, or in the vicinity of, the Goods.

b. Acknowledges that it is aware of its obligations and duties under the Health and Safety in Employment Act 1992 and warrants that the Account Holder:

(i) Has written rules and procedures relating to health and safety which the Account Holder will follow to ensure the safety of its employees and all persons operating, or in the vicinity of, the Goods;

(ii) Will ensure that all persons who use the Goods are competent to do so and will use it in the manner it was designed to be used, follow any directions from Epressotec International Limited, local authorities, codes of practice or from the manufacturer of the Goods relating to the use and safety of the Goods, and will comply with all obligations in relation to the use and control of the Goods and ensure persons using the Goods comply with the Health and Safety in Employment Act 1992 and all other relevant legislation;

(iii) Is responsible for all health and safety obligations in respect of the Goods and will take all practicable steps to eliminate, isolate, and minimize any hazards or risks for its employees or other persons operating, or in the vicinity of, the Goods and ensure the safety of any person operating the Goods or other persons in the vicinity of the Goods; and

(iv) Will maintain a register of accidents and conform with any code of practice and regulations which relate to the particular work being undertaken by the Goods

Section 5 Deleted (refer Hire Agreement)

6 Price and Payments

6.1 All prices and hire charges are plus GST and other taxes and duties, which shall be paid by the Account Holder.

a. Epressotec International Limited  may change its prices or hire rates without notice to the Account Holder.

b. If Epressotec International Limited  provides a quotation to the Account Holder, it is based on information available to Epressotec International Limited  at that time and Epressotec International Limited  may charge the Account Holder more than the amount quoted if its costs (such as the cost of labour, materials, transport, tax, exchange rates or other costs) or the specifications change.

6.2 A Statement will be issued in respect of Services provided and Goods sold, hired or leased on the terms applicable to the provision of Services or Goods as set out in separate terms for the relevant Transaction or, in the absence of any such terms, on the terms contained in these Terms and Conditions. A single Statement will be issued in respect of the Account Holder’s Epressotec International Limited Account on the last day of each month unless the Epressotec International Limited  Account has a nil balance and has had no activity during the preceding month. The balance shown on the Statement is due on the Due Date in full and no set off, deduction or counter claim is permitted.

6.3 If the Account Holder makes payment of the full amount shown on the Statement by the Due Date no interest will be charged on Transactions listed in the Statement EXCEPT where a balance is carried forward from an earlier Statement.

6.4 If the full amount of the Statement is not paid on or before the Due Date then interest shall accrue on the daily outstanding balance of the Epressotec International Limited Account so unpaid at the Default Interest Rate from the Due Date of the Transactions to which such outstanding balance relates to the date the amount is paid in full.

6.5 Interest accruing on a Epressotec International Limited Account shall be charged to that Epressotec International Limited Account on the 20th day of each month and shall compound monthly on the 20th day of each month until full payment has been made.

6.6 Subject to clause 6.7, any payments made will be applied against the Epressotec International Limited Account in the following order (unless otherwise agreed between Epressotec International Limited and the Account Holder):

a. All interest accrued to the date of payment;

b. All fees or charges and any government duties shown on the current Statement and any previous Statement/s;

c. All costs incurred pursuant to clause 19 and any other costs incurred by any member of the Epressotec International Limited;

d. All Transactions outstanding on previous Statements;

e. All Transactions outstanding on the current Statement;

f. All Transactions made since the commencement date of the current Statement;

g. Any other outstanding balances remaining unpaid.

6.7 In addition to any rights which Epressotec International Limited  may have by law any member of the Epressotec International Limited Group may at any time without notice to or the consent of the Account Holder:

a. Deduct from or set-off against any debts or liabilities of the Account Holder any debts or liabilities of any member of the Epressotec International Limited, to the Account Holder;

b. Apply any payments against the matters set out in clauses 6.6a-g owing in respect of any one or more of the companies comprising the Epressotec International Limited at the Epressotec International Limited ’s discretion and without need for the Account Holder’s consent.

6.8 Notwithstanding clause 6.2, the outstanding balance of a Epressotec International Limited Account is repayable on demand or, failing demand, then on the expiry, cancellation or withdrawal of the Epressotec International Limited Account.

6.9 Payments may be made directly to Epressotec International Limited care of PO Box 300-800 Albany Auckland 0752 New Zealand  or by direct credit to Epressotec International Limited ’s bank account by prior agreement with Epressotec International Limited , or in such other manner as notified by Epressotec International Limited  to the Account Holder.

6.10 Payments other than notes and coins will be provisionally credited to a Epressotec International Limited  Account but will not be treated as payment until cleared.

6.11 Statements may be subject to alteration by reversal of unpaid debits or credits processed on or about the date of the Statement.

7 Credit Limit

7.1 The outstanding balance of a Epressotec International Limited  Account shall not exceed the Credit Limit without Epressotec International Limited Group’s written approval. If at any time, a Epressotec International Limited  Account balance exceeds the Credit Limit the amount in excess of the Credit Limit will be immediately due and payable. Any such excess does not constitute approval from Epressotec International Limited  as to an increase in the Credit Limit.

7.2 The Credit Limit may be increased, decreased or cancelled at the sole discretion of Epressotec International Limited Group and any Epressotec International Limited  Account may be withdrawn at any time without Epressotec International Limited  being required to provide any reason to the Account Holder.

8 Cancellation of a Epressotec International Limited  Account

8.1 A Epressotec International Limited  Account may be cancelled by written notice to the Account Holder by Epressotec International Limited. Upon notification that a Epressotec International Limited  Account has been cancelled, the Account Holder must immediately pay the outstanding balance of the Epressotec International Limited  Account and any Epressotec International Limited  Costs or other costs incurred by Epressotec International Limited  in collecting payment. Interest at the Default Interest Rate shall accrue on the Epressotec International Limited  Account until payment of the outstanding balance has been made.

8.2 An Account Holder may cancel its Epressotec International Limited  Account at any time by notifying Epressotec International Limited  in writing and immediately paying the outstanding balance of the Epressotec International Limited  Account.

8.3 Cancellation of a Epressotec International Limited  Account does not negate or reduce an Account Holder’s liability to pay Epressotec International Limited  all amounts outstanding at that time together with charges and debts relating to the Epressotec International Limited  Account that may subsequently be processed, nor affect any rights of Epressotec International Limited  that arise before termination.

9 Collateralisation

9.1 These Terms and Conditions are interdependent and collateral to any other deed or agreement between Epressotec International Limited and the Account Holder that may be entered into at any time on, before, or after these Terms and Conditions (“Other Agreement”) to the end and intent that:

a. A default by the Account Holder under these Terms and Conditions shall constitute a default by the Account Holder under each Other Agreement; and

b. A default by the Account Holder under any Other Agreement shall constitute a default by the Account Holder under these Terms and Conditions.

c. All rights and powers of Epressotec International Limited pursuant to these Terms and Conditions or any Other Agreement (including, without limitation, the right to enforce any security) shall be available to Epressotec International Limited in respect of any such default by the Debtor under these Terms and Conditions or any Other Agreement. 

9.2 The Account Holder agrees and warrants that the Account Holder will fully comply with the provisions of these Terms and Conditions and each Other Agreement. 

10 Account Holder Representations and Warranties 

10.1 The Account Holder represents and warrants to Epressotec International Limited that: 

a. The information provided by the Account Holder in connection with these Terms and Conditions is true and correct and remains true to the date of these Terms and Conditions and there are no facts or circumstances that have not been disclosed to Epressotec International Limited which would make any information untrue, inaccurate or misleading; 

b. All matters and things have been done and performed so as to authorise and make the execution and delivery of these Terms and Conditions legal, valid and binding; 

c. It is unaware of any facts or circumstances which would or might, if disclosed, affect the

d. If a company, it can satisfy the “solvency test” according to the meaning of the term in section 4 of the Companies Act 1993.

11 Credit Contracts and Consumer Finance Act 2003 (“CCCFA”)

11.1 Where the Account Holder is an individual, the Account Holder has made a separate declaration that these Terms and Conditions have been entered into primarily for their business or investment purposes and accordingly the relevant provisions of the CCCFA do not apply.

12 Security

12.1 Any and all of the Epressotec International Limited  companies can be, at the discretion of the Epressotec International Limited, defined (if applicable) as a “secured party” for the purposes of the PPSA (whether together or individually). The Account Holder is defined as a “debtor” for the purposes of the PPSA.

12.2 The Goods shall be further defined (if applicable) as “collateral” for the purposes of the PPSA.

12.3 Except as relates to leases or hireage for a term of less than 12 months, the Account Holder grants a Security Interest in the Goods, the proceeds of the Goods, and all present and after acquired property arising out of or as a result of the Goods, in favour of Epressotec International Limited  as security for the payment of all moneys payable or to become payable by the Account Holder to Epressotec International Limited  and the performance of all the Account Holder’s obligations under these Terms and Conditions.

12.4 The Account Holder will, at any time requested by Epressotec International Limited, promptly execute any documents, provide any necessary information, and do anything else required by Epressotec International Limited  to ensure the Security Interest constitutes a first ranking Perfected Security Interest (as that term is defined in the PPSA). The Account Holder shall provide all such information that Epressotec International Limited  requires to complete a Financing Statement or Financing Change Statement (as those terms are defined in the PPSA).

12.5 The Account Holder must not grant to any other person a Security Interest, nor consent to any other person creating a Security Interest or registering a Financing Statement, in respect of the Goods, the proceeds of the Goods, and all present and after acquired property arising out of or as a result of the Goods, or the Account Holder’s other personal property, without the prior written consent of Epressotec International Limited.

12.6 All costs of and incidental to the registration, amendment or discharge of the Security Interest, Financing Statement or Financing Change Statement must be paid by the Account Holder.

12.7 The Account Holder will promptly notify Epressotec International Limited  of any changes to the Account Holder’s details.

12.8 The Account Holder:

a. Acknowledges that where Epressotec International Limited has rights in addition to, or existing separately from,

those in Part 9 of the PPSA, those rights will continue to apply and, in particular, will not be limited by Section 109 of the PPSA;

b. Waives any rights it may have under sections 114 (1)(a), 116, 120(2), 121, 125, 126, 127, 129, 131, 133, 134 and 148 of the PPSA and any other sections that the Account Holder is able to waive its rights pursuant to;

c. Waives its right to receive a copy of the Verification Statement or a Financing Change

Statement relating to any Security Interest created by these Terms and Conditions.

d. If the Goods that Epressotec International Limited has a Security Interest in are processed, included or dealt with in any way causing them to become accessions, processed or comingled goods, Epressotec International Limited’s Security Interest will continue in the accessions, processed or comingled goods in which they are included. The Account Holder shall not grant any other Security Interest or any lien in the accessions, processed or comingled goods.

12.9 Until all moneys owed by the Account Holder to Epressotec International Limited under all of the Account Holder’s Epressotec International Limited  Accounts have been paid, the Account Holder’s Epressotec International Limited  Accounts closed and all the Account Holder’s obligations under these Terms and Conditions satisfied in full, the Account Holder irrevocably grants Epressotec International Limited  and its agents the right to enter into the Account Holder’s property, any property occupied by the Account Holder or any other property where the Goods are stored and to take possession of the Goods. Epressotec International Limited  shall not be responsible for any damage caused in the process of taking the Goods and the Account Holder will indemnify Epressotec International Limited  against liability to any other party should Epressotec International Limited  take the Goods.

12.10 Words in this clause shall, if the context permits, have the meanings given to them by virtue of the PPSA. 12.11 The Account Holder irrevocably appoints Epressotec International Limited  and each of its directors (jointly and severally) to be its attorney to sign in its name and on its behalf any security which Epressotec International Limited  shall request it to execute pursuant to this clause.

13 Default

13.1 The Account Holder will be in default if:

a. The Account Holder fails to pay any amounts due to Epressotec International Limited  on the due date; or

b. The Account Holder commits a breach of any of its other obligations in these Terms and Conditions, any security granted, or the terms of any other agreement between the Account Holder, and Epressotec International Limited ; or

c. The Account Holder goes into liquidation or receivership or a resolution to place it in liquidation is passed or proposed or the Account Holder is unable to pass the solvency test as defined in the Companies Act 1993; or

d. Execution or distress against the Account Holder or the assets of the Account Holder is levied; or

e. Any insurance proposal made by the Account Holder in respect of the Goods is declined or cancelled; or

f. The Account Holder does or omits to do anything which might endanger the safety or condition of the Goods; or g. Epressotec International Limited believes the Goods are “at risk” as defined in the PPSA; or

h. The Account Holder enters into a scheme of arrangement with the Account Holder’s creditors; or

i. The Account Holder has made a false statement when negotiating a Transaction.

j. An event or a series of events (whether related or not) occurs which, in Epressotec International Limited ’s opinion, may cause an adverse change in the Account Holder’s ability to meet its obligations to Epressotec International Limited.

13.2 If the Account Holder is in default Epressotec International Limited may, at its discretion and without prejudice to its other rights and remedies, do any one or more of the following:

a . Charge interest at the Default Interest Rate on any late payments calculated on a daily basis from the date payment is due until the date payment is received. Interest accrues after as well as before judgment;

V1 - February 2015

b. Charge costs in accordance with clause 19 and any other costs incurred by any member of Epressotec International Limited;

c. Require the Account Holder to remedy the default in the manner and within a period notified by Epressotec International Limited;

d. Remedy the Account Holder’s default and charge the Account Holder any costs incurred by Epressotec International Limited in so doing;

e. Require the Account Holder to pay to Epressotec International Limited all amounts the Account Holder owes immediately;

f. Suspend or terminate the Account Holder’s account with Epressotec International Limited or any other account or agreement the Account Holder has with any member of Epressotec International Limited ;

g. Enforce Security Interests created by these Terms and Conditions;

h. Exercise any rights that Epressotec International Limited has under these Terms and Conditions or that are available at law;

i. Enter any place where the Goods are kept or believed to be kept and retake possession of the Goods.

13.3 If these Terms and Conditions are terminated then all monies payable under these Terms and Conditions, if they are not already due for payment, shall become due for payment at the time of termination.

13.4 Nothing in this clause will release the Account Holder from any past, present or future liability under these Terms and Conditions.

13.5 Nothing in this clause affects any other rights Epressotec International Limited  may have at law or in equity against the Account Holder.

13.6 Nothing in this clause constitutes a waiver of the Account Holder’s default and the default interest and other costs payable by the Account Holder are not an extension of credit to the Account Holder but are a genuine pre-estimate of Epressotec International Limited ’s loss caused by the Account Holder’s failure to pay on the due date.

14 Indemnity

14.1 To the maximum extent permitted by law, the Account Holder indemnifies Epressotec International Limited  and its directors, employees, contractors and agents against all damages, costs, losses (including loss of revenue, business, goodwill, anticipated savings, and any other direct or indirect or consequential loss arising from the loss of, or the damage to, the Goods) or liabilities which may arise directly or indirectly in respect of the Goods or their use or operation by the Account Holder or any other party, and against any liability for any direct, indirect or consequential injury, loss or damage arising directly or indirectly out of any act or default or omission of, or any representations made by the Account Holder or by any servant, agent, employee, representative or contractor, of the Account Holder.

15 Personal Liability

15.1 Where the Account Holder is a company, the persons signing these Terms and Conditions on behalf of the Account Holder shall be personally liable for all of the obligations of the Account Holder under these Terms and Conditions as if those persons signed as a Guarantor.

16 Joint Accounts

16.1 Where there is more than one person named as Account Holder (“joint account”), the liability of those persons is joint and several.

16.2 Epressotec International Limited will accept instructions relating to a joint account from any of the named persons. To cancel a joint account, the consent or request of only one named person is necessary. Cancellation does not affect the Account Holder’s liability until all obligations have been met.

17 Privacy Act

17.1 Any information received about the Account Holder by Epressotec International Limited will be held by Epressotec International Limited Group and may be accessed and corrected by the Account Holder under the Privacy Act 1993. This information may be used by Epressotec International Limited to offer or provide the Account Holder with information about Epressotec International Limited ’s products and services and those of selected third parties, for the purposes of considering the Account Holder’s application for the Epressotec International Limited Account and for operation of the Epressotec International Limited  Account.

17.2 Epressotec International Limited is authorised, by the Account Holder to:

a. make any enquiries to any person or company concerning the Account Holder’s credit record, residence, employment, financial status, or any information provided by the Account Holder in its application for a Epressotec International Limited Account and the Account Holder authorises any person or company so approached to provide such information to Epressotec International Limited .

b. discloses any information about the Account Holder:

(i) to any person who guarantees, or who provides insurance, or who provides other credit support, in relation to the Account Holder’s obligations to Epressotec International Limited;

(ii) to such persons as may be necessary or desirable to enable Epressotec International Limited  to exercise any power or enforce or attempt to enforce any of Epressotec International Limited ’s rights, remedies and powers under these Terms and Conditions.

17.3 In the event of any default by the Account Holder under these Terms and Conditions, Epressotec International Limited may:

a. List the Account Holder as a defaulter with credit reference agencies (prior notice in writing of Epressotec International Limited ’s intention to do so will be given to the Account Holder’s last known address);

b. Use the services of enquiry agents; and

c. Place the debt with a collection agent.

1 7.4 Epressotec International Limited does not need to inform the Account Holder of any of the above matters in any future dealing Epressotec International Limited may have with the Account Holder.

18 Liability

18.1 To the extent permitted by law, all warranties, conditions or obligations imposed on Epressotec International Limited at law, in equity, or otherwise are expressly excluded.

18.2 The Account Holder and each member of the Epressotec International Limited contract out of sections 9, 12A,

13 and 14(1) of the Fair-Trading Act 1986.

18.3 To the extent permitted by law, Epressotec International Limited or its directors, employees, contractors and agents shall not be liable for any loss, damage or liability of any kind whatsoever (including indirect or consequential losses or loss of profit, business, revenue, or goodwill), or for any delays, accidents or damages of any kind whether direct or indirect which arise through defect or breakdowns of the Goods, or any other way whether suffered or incurred by the Account Holder or another person and whether in contract, tort (including negligence), or otherwise, and whether such loss or damage arises directly or indirectly from the Goods or Services provided by Epressotec International Limited to the Account Holder or otherwise.

18.4 If, for any reason, a court finds, despite clause 18.3, that Epressotec International Limited is liable to the Account Holder then, to the maximum extent permitted by law, such liability will be limited to $10,000.

19 Costs

19.1 The Account Holder must pay the Epressotec International Limited Costs, including where not otherwise covered, Epressotec International Limited ’s costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of Epressotec International Limited ’s rights, remedies and powers under these Terms and Conditions and any other agreement between the Account Holder and Epressotec International Limited, as well as the costs of and incidental to, the negotiation, preparation, execution and enforcement of any additional security or other agreement between the parties.

20 Miscellaneous

20.1 Force Majeure: Epressotec International Limited  will not be in breach of these Terms and Conditions and will not be liable to the Account Holder or any Guarantor for costs or delay attributable in whole or in part to action by any government or governmental agency or other external agency or event, including, without limitation, natural disaster or emergency, industrial action, civil disorder, equipment failure, banking or computer system disruption or interruption of power supplies or any other event beyond Epressotec International Limited ’s control.

20.2 Certificates: A certificate by Epressotec International Limited as to any amounts owing or payable under these Terms and Conditions, and any other agreement, will (in the absence of manifest error) be conclusive evidence for all purposes including legal proceedings.

20.3 Time of Essence: Unless otherwise stated in these Terms and Conditions, time will be of the essence for the performance of any obligations of the Account Holder or any Guarantor.

20.4 Severance: If any provision of these Terms and Conditions are found to be illegal, invalid or unenforceable, that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character. If any provision cannot be so read down, that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.

20.5 Survivorship: Termination of these Terms and Conditions for any reason (including in the event of misrepresentation) will not affect the rights and obligations of the parties as are intended (expressly or impliedly) to survive the termination.

20.6 Waiver: No delay, neglect or forbearance by either party in enforcing against the other party any provision of these Terms and Conditions will be a waiver, or in any way prejudice any right, of that party. None of the provisions of these Terms and Conditions will be considered to be waived by a party except when such waiver is given in writing and signed by a suitably authorised person for that party. No waiver by a party of any breach shall be deemed a waiver of any continuing or recurring breach unless it is expressly agreed to be so in writing by the parties.

20.7 Entire Agreement:

a. Subject to any other agreement entered into between the Account Holder and Epressotec International Limited (only where the agreement was prepared by Epressotec International Limited), these Terms and Conditions constitute the entire agreement and understanding between the parties and supersedes all prior discussions and agreements covering the subject matter of these Terms and Conditions.

b. These Terms and Conditions apply notwithstanding any provision to the contrary expressed or implied in any of the Account Holder’s terms of trade or other documents.

c. To the extent of any inconsistency between these Terms and Conditions and any other agreement entered into between the Account Holder and Epressotec International Limited (only where the other agreement was prepared by Epressotec International Limited), the specific terms of the other agreement will prevail.

20.8 Amendment: Epressotec International Limited may unilaterally amend these Terms and Conditions at any time either by written notice to the Account Holder or by publishing such changes on its website. Any such changes will take effect from the date of notification or publication on the website (as the case may be).

20.9 Assignment

a. The Account Holder shall not transfer, assign or otherwise deal with its rights, powers or obligations under these Terms and Conditions without Epressotec International Limited ’s prior written consent. A change in the effective management or control of the Account Holder will be deemed an assignment for the purposes of this clause.

b. Epressotec International Limited and its successors or assigns may in its absolute discretion without the consent of or notice to the Account Holder, transfer, assign or otherwise deal with its rights, powers or obligations under these Terms and Conditions to any other entity or person.

20.10 Additional Information: Epressotec International Limited may at any time, whether before on or after these Terms and Conditions form a binding agreement between the parties, request such additional information as it considers necessary from the Account Holder.

20.11 Creditor’s Other Rights: Nothing in this clause affects any other rights Epressotec International Limited  may have at law or in equity as against the Account Holder. Rights and remedies specified in these Terms and Conditions are without prejudice to any other rights or remedies available to Epressotec International Limited Group.

20.12 The Account Holder irrevocably appoints Epressotec International Limited and its directors jointly severally as its attorney to do anything which the attorney thinks necessary or desirable to give effect to these Terms and Conditions and any other agreement between the Account Holder and Epressotec International Limited. This provision applies before and after any default by the Account Holder under these Terms and Conditions, and permits the signing of all documents and entry into any premises where the Goods are, or are reasonably assumed by Epressotec International Limited s to be.

20.13 Haulage: The Account Holder acknowledges that any delivery of the Goods by any member of the Epressotec International Limited is subject to the terms and conditions of haulage posted from time to time on the Epressotec International Limited website and that without limiting those terms and conditions, all Goods carried by any member of the Epressotec International Limited  are carried at “limited carrier’s risk” for the purposes of the Carriage of Goods Act 1979.

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20.14 Acceptance of Terms: If the Account Holder does not sign these Terms and Conditions, the Account Holder is deemed to have accepted these Terms and Conditions upon use of the Epressotec International Limited Account. 20.15 Governing Law: The law of New Zealand applies to these Terms and Conditions except to the extent expressly negated or varied by these Terms and Conditions.

21 Notices

21.1 Notices, communications, documents or demands required to be made or served pursuant to these Terms and Conditions shall be in writing signed by the party giving the notice or by any officer or solicitor of that party. Any notice or document shall be deemed to be duly given or made:

a. If delivered by hand, when so delivered;

b. If sent by post, on the third business day following posting;

c. In the case of a communication by facsimile, when transmitted with no indication of

incomplete transmission to the recipient’s last known facsimile number.

21.2 Notices may not be sent by email. Notices, communications, documents or demands shall be given by the Account Holder at the addresses/numbers shown in these Terms and Conditions.

21.3 Without prejudice to any other means of service, notices, communications, documents or demands given by Epressotec International Limited will be deemed to have been made, or sent (as appropriate) when delivered by hand, posted by ordinary post or sent by facsimile to the Account Holder’s address or fax number, as the case may be, last known to Epressotec International Limited.

22 Exclusions

22.1 No provision, other than those which are mandatory, shall be implied by statute or at common law or otherwise into these Terms and Conditions against Epressotec International Limited.

22.2 The Account Holder acknowledges that it has not been induced to enter into these Terms and Conditions by any representation made by or on behalf of Epressotec International Limited and relies solely on its own judgement in accepting any Goods pursuant to these Terms and Conditions.

23 Guarantee and Security

23.1 In consideration of Epressotec International Limited entering into these Terms and Conditions at the Guarantors’ request, the Guarantors (and if more than one, then the Guarantors jointly and severally) unconditionally and irrevocably guarantee to and indemnify Epressotec International Limited as set out in the Personal Guarantee provision on the front page of these Terms and Conditions.

23.2 The Account Holder and the Guarantors each grant to Epressotec International Limited a general Security Interest in all of the Account Holder’s or that Guarantor’s present and after acquired property on the latest Auckland District Law Society General Security Agreement terms as at the date of these Terms and Conditions. The provisions of clause 12 will apply to the general Security Interest granted by the Account Holder and the Guarantors including for clarity any acknowledgments by the Account Holder which are binding upon the Guarantors as if they were the Account Holder.

23.3 Without limiting the provisions of clause 23.2, Epressotec International Limited may from time to time require the Account Holder and/or the Guarantors to provide additional security for the Account Holder’s Epressotec International Limited Account. The provisions of clause 12 will apply to such additional security in all respects including for clarity any acknowledgments by the Account Holder which are binding upon the Guarantors as if they were the Account Holder.

23.4 Execution of securities of any nature between the Account Holder and Epressotec International Limited shall not in any way affect or prejudice Epressotec International Limited ’s rights whether under these Terms and Conditions or otherwise.

23.5 Words in this clause shall, if the context permits, have the meanings given to them by virtue of the PPSA. 23.6 In addition to the security set out in this clause, the Guarantors and the Account Holder each agree that:

a. The Guarantors and the Account Holder mortgage all properties in which they have an interest (whether now or at any time in the future) to Epressotec International Limited. The mortgage will be on terms contained in the latest Auckland District Law Society all obligations mortgage form.

b. Epressotec International Limited may, at any time until the mortgage is registered against the properties, caveat all or any of the properties to protect Epressotec International Limited ’s interest in the properties pursuant to this clause.

c. The Guarantors and the Account Holder irrevocably appoint Epressotec International Limited and each of its directors (jointly and severally) to be their attorney to sign in their names and on their behalf, any document required to effect registration of the mortgage against the title to all or any of the properties.