FRESH HOMES - TERMS OF TRADE

All Services to be provided by Fresh Homes Limited will be completed in reliance on these Terms of Trade. By

instructing Fresh Homes Limited to undertake Services for you, you agree to these Terms.

1. DEFINITIONS

1. 1.1 “Act” means the Construction Contracts Act 2002.

2. 1.2 “Contract” means the contract formed because of Fresh Homes undertaking the Services on these

terms for the Customer.

3. 1.3 “Customer” means the party to whom the Services are provided and invoiced by Fresh Homes.

4. 1.4 “Contract Price” means the price charged by Fresh Homes for the Services, or such other price as

is agreed between the

parties.

5. 1.5 “Fresh Homes” means Fresh Homes Limited (company number 8192454).

6. 1.6 “Goods” means any goods, materials, parts or other stock supplied by Fresh Homes in the course

of providing the Services to

the Customer.

7. 1.7 “Hourly Rate” means Fresh Homes’ hourly rate for labour. Unless agree, the Hourly Rate will be

$75 plus GST.

8. 1.8 “Margin” means Fresh Homes’ margin on Goods and sub-trades supplied. Unless agreed, the

margin will be 15%.

9. 1.9 “Services” means the building and other trade services to be provided by Fresh Homes to the

Customer including any Goods

to be supplied by Fresh Homes as agreed between the parties.

2. INVOICING, PAYMENT AND CREDIT LIMIT

1. 2.1 Unless agreed in writing, Fresh Homes will work on a “charge up” basis. Fresh Homes will invoice

the Customer for labour at the Hourly Rate together with the cost of Goods (and sub-trades) supplied

plus the Margin. Depending on the nature of the Services, Fresh Homes reserves the right to render

invoices monthly.

2. 2.2 Unless agreed in writing, payment shall be made in cleared funds within 7 days of the date of

invoice by Fresh Homes. Each invoice rendered by Fresh Homes will be a payment claim under the Act.

3. 2.3 The Customer must pay each invoice in full without deduction, set off or claim unless a payment

schedule under the Act has been served. If a payment schedule has been served, the Customer must

make payment of any amount scheduled for payment within 7 days. For the avoidance of doubt, the

time for serving a payment schedule is reduced to 6 days.

4. 2.4 Fresh Homes reserves the right to charge interest for late payment at the rate of 20% per annum on

amounts outstanding.

5. 2.5 Fresh Homes will monitor the amount of credit the Customer has incurred and reserves the right at

any time to cease

providing Services to the Customer until the amount outstanding has been decreased to a level

acceptable to Fresh Homes.

6. 2.6 The Customer will be liable to Fresh Homes for all costs (including costs on a solicitor and client

basis) incurred by Fresh

Homes in recovering any amounts owed to Fresh Homes by the Customer.

3. SERVICES, DELIVERY & RISK

1. 3.1 Fresh Homes will work with the Customer and confirm in writing the Services to be provided before

commencing. Any variation of the Services while the Services are being provided must be recorded in

writing.

2. 3.2 Unless stated in writing, all times discussed for delivery of Services are estimates only and Fresh

Homes shall not be liable for any loss or damage direct or consequential arising from failure to deliver

on the anticipated or estimated time for delivery.

3. 3.3 The Customer shall not be relieved of any obligation to accept or pay for Services or Goods by

reason of any delay in delivery or performance by Fresh Homes.

4. 3.4 Fresh Homes shall not be responsible to the Customer for delay or failure in performance of any of

the obligations imposed by the Contract, provided such delay or failure has been occasioned by fire,

flood, hail, explosion, lightning, windstorm, earthquake, subsidence of soil, failure of machinery or

equipment or supply of material, discontinuity in the supply of power, court order, riot, war, strikes,

pandemic, labour disturbances or by any other cause of like or unlike nature in any such case beyond

the reasonable control of Fresh Homes.

5. 3.5 Risk in all Goods passes to the Customer once delivered to the Customer’s property irrespective of

whether they have been paid for or not. For the avoidance of doubt, if Goods are not physically

delivered by Fresh Homes, “delivery” will be deemed to be when the Goods have left Fresh Homes’

premises.

4. INTELLECTUAL PROPERTY

1. 4.1 All intellectual property (such as patentable inventions, non-patentable processes or know-how,

data, design, copyright, trade marks and the like) held by Fresh Homes at the commencement of the

Contract or created by Fresh Homes as a result of the Contract shall belong to Fresh Homes, unless

agreed in writing between the parties.

2. 4.2 Where the Services involves construction of a design provided by the Customer, the Customer

warrants that the Customer’s design will not infringe any patent, copyright, registered design or other

rights of any other person and the Customer agrees to indemnify Fresh Homes against any liability

incurred by Fresh Homes including any costs and expenses if any claim is made against Fresh Homes

regarding the infringement of patent, copyright, registered design or other rights of any other person.

5. OWNERSHIP IN GOODS – CERTIFICATE OF WORKS

1. 5.1 The Customer acknowledges and agrees that ownership in all Goods does not pass to the

Customer unless and until the Customer has paid Fresh Homes in full for the Services. This clause shall

entitle Fresh Homes to register a specific security interest under the Personal Property Securities Act

1999 to protect its title in the Goods.

2. 5.2 The Customer authorises Fresh Homes to enter on to the Customer’s property (including forcibly

gaining entry if necessary) for the purposes of removing Goods where payment of any Fresh Homes

invoice under the Contract has been outstanding for a period exceeding 60 days. The Customer

acknowledges and agrees that Fresh Homes will not be liable for any damages, direct or consequential

caused by Fresh Homes either entering the Customer’s property or by Fresh Homes removing Goods

from the Customer’s property.

MGJ-312423-1-9-V1

5.3 The Customer acknowledges that where Fresh Homes is required by law to provide a certificate of

compliance or some other documentation confirming compliance with rules or laws in relation to the Services,

Fresh Homes shall be entitled to withhold such certificate or documentation until such time as payment in full of

all amounts outstanding to Fresh Homes have been paid. Fresh Homes will not be liable to the Customer for any

loss suffered by the Customer because of Fresh Homes relying on this clause.

6. WARRANTY

Fresh Homes warrants that at the time of delivery, any Goods will be in good working order and

will perform in accordance with their specification. Fresh Homes undertakes that if, within any

expressed warranty period, the Goods become defective because of faulty workmanship by

Fresh Homes and notice in writing is received by Fresh Homes within 10 days of discovery of the

defect, Fresh Homes will replace or repair the defective Goods.

7. LIABILITY

1. 7.1 Fresh Homes shall not be liable (whether in contract, tort, including negligence, or otherwise) to the

Customer for any loss or damage (including but not limited to direct, indirect or consequential loss or

damage) arising from the Contract. For the purposes of this clause “indirect or consequential loss or

damage” includes loss or reduction of business or profits.

2. 7.2 Without prejudice to clause 7.1, the total aggregate liability (whether in contract, tort, including

negligence, or otherwise) of Fresh Homes for any breach of or other matter arising in relation to the

Contract shall not exceed the Contract Price.

8. INDEMNITY

The Customer shall indemnify Fresh Homes and keep Fresh Homes fully and effectively

indemnified against all losses, claims, damages, costs (including costs on a lawyer to client

basis), charges, expenses, liabilities, demands, proceedings, and actions which Fresh Homes

may sustain or incur or which may be brought or established against it by any person and in any

case which arise out of or in relation to the performance by Fresh Homes of the Services, or by

reason of any breach by the Customer of any of its obligations under the Contract or any other

act or omission of the Customer whether or not by reason of any Act, regulation, common law

rule, or in equity or otherwise and whether for damages or for other relief.

9. CANCELLATION OF ORDER

A Customer order accepted by Fresh Homes shall not be cancelled by the Customer except by

agreement in writing upon terms agreed between Fresh Homes and the Customer including

cancellation charges which may be deducted from any advance payments made.

10. ADDITIONAL COST

If Fresh Homes incurs additional cost by reason of the Customer failing to give Fresh Homes

sufficient instructions pertaining to the Contract or delivery of the Services the Contract Price

may be increased at the option of Fresh Homes.

11. GENERAL

1. 11.1 The benefit of the Contract shall not be assigned by the Customer without the consent of Fresh

Homes in writing.

2. 11.2 The Contract shall be deemed to have been entered into in New Zealand and shall be governed

by the laws of New Zealand

3. 11.3 Any dispute between the parties which has not been settled by full and frank discussion may (after

giving thirty days notice)

be referred by either party to arbitration in accordance with the provisions of the Arbitration Act 1996 by

an arbitrator appointed by the President for the time being of the New Zealand Law Society. Judgment

on the award rendered may be entered in any Court having jurisdiction.

4. 11.4 Any waiver by Fresh Homes of any rights arising from the Contract shall not be construed as a

continuing waiver or a waiver of other breaches of the same or other terms of the Contract by Customer.

No delay or forbearance by Fresh Homes shall be construed as a waiver of Fresh Homes’ rights.

5. 11.5 Nothing in the Contract shall create a partnership or agency between the parties except as

expressly provided.

6. 11.6 The Contract sets out the entire agreement and understanding between the parties relating to the

subject matter and supersedes all previous arrangements, whether written, oral, or both, relating to such

matter. Fresh Homes may make modifications or amendments to the Contract terms and conditions by

posting a copy of the amendments to the Customer.

Any request for Services after the amendments have been disclosed will be undertaken on the amended

terms.

7. 11.7 The Contract will continue to bind the Customer in the event of death (if the Customer is a natural

person) or insolvency.