Eftpos Helpdesk Limited

Applicability

These terms and conditions of sale ("Terms and Conditions") apply to all sales of products and services ("Products") by EFTPOS Helpdesk Limited trading as EFTPOS1 ("EFTPOS1") to you ("Customer").

Customer will be deemed to have accepted the Terms and Conditions by sending a purchase order to EFTPOS1. EFTPOS1 acceptance of Customer's purchase order is conditional upon Customer's acceptance of the Terms and Conditions, without addition or modification. In the event that Customer's purchase order is deemed to be an offer, EFTPOS1 acknowledgement or performance of the purchase order is conditioned upon Customer's acceptance of the Terms and Conditions, without modification.

Order and Shipment

Customer will order Products by sending a complete purchase order to EFTPOS1 or by signing a Letter of Agreement in a form approved by EFTPOS1. EFTPOS1 may accept or reject the purchase order for any reason. EFTPOS1 will not be bound by any terms or conditions set forth on the Customer's purchase orders.

Unless otherwise agreed in writing, delivery will be made in accordance with EFTPOS1 shipping policy on the date of shipment. All shipments of Products by EFTPOS1 to Customer will FOB point of shipment or direct to any party the Customer advises EFTPOS1 to ship to. Insurance coverage, transportation costs and all other expenses applicable to shipment from EFTPOS1 to Customer's identified delivery place will be the responsibility of Customer.

Risk of loss will pass to Customer upon delivery place will be the responsibility of the Customer. Risk of loss will pass to Customer upon delivery by EFTPOS1 to Customer's representative at EFTPOS1 point of shipment, or on delivery by the carrier to Customer's identified delivery place. Customer must notify EFTPOS1, by calling EFTPOS1 within forty-eight (48) hours after delivery, of any claimed shortages or rejections and EFTPOS1 must receive from the Customer via mail, email or facsimile within Fourteen (14) days of the claim. Failure to give such notice of a claim will be deemed an acceptance in full of any such delivery. Approval of any short shipment claim is in EFTPOS1's sole power and discretion.

In the event that EFTPOS1 grants the short shipment claim, EFTPOS1 will replace the lost or damaged Product or issue a credit adjustment, in its sole discretion. In the event that EFTPOS1 does not approve the claim, Customer will pay the total invoice without delay.

Price, Payment and Title

Prices for Products will be set forth in EFTPOS1's prevailing pricing arrangement as documented to the Customer from time to time. Prices do not include applicable taxes, 3rd party costs (such as Merchant Acquisition Fees, booking fees and helpdesk fees) and shipping costs.

Prices provided by EFTPOS1 for Merchant Service Fees, ETSL/EFTPOS New Zealand processing and/or Helpdesk fees or associated fees are for information only and the Customer acknowledges that the Customer is solely responsible for ensuring the pricing agreements with ETSL or EFTPOS New Zealand are suitable to the Customer. EFTPOS1 shall not be liable for securing pricing or fee arrangements with ETSL and/or EFTPOS New Zealand on behalf of the Customer.

Payment is due upon delivery. Title to the product does not pass to Customer until full payment has been received by EFTPOS1. Payments may be made by funds transfer to EFTPOS1 Bank Account. EFTPOS1 reserves the right to withhold shipment of any part of an order or to require pre-payment for any given shipment if Customer does not make timely payment.

Customer will pay all applicable taxes, duties, licenses, excises and tariffs ("Taxes") levied upon the sale, purchase or delivery of Products.

Upon placing a purchase order with EFTPOS1, Customer shall be liable for all costs associated with that invoice and all costs incurred by EFTPOS1, without limitation, should EFTPOS1 need to incur costs to recover payment from the Customer.

Returns and Warranty Assistance Service

Products purchased from EFTPOS1 that are determined to be defective within thirty (30) days of the invoice date, may be returned to EFTPOS1 for assistance in processing a manufacturers warranty, provided that the product is covered by a manufacturer's warranty and the Customer is determined, in EFTPOS1 sole judgment, to be in good standing.

Upon satisfaction of the foregoing, EFTPOS1 will issue a return material authorisation and advance ship the replacement Product under a new Customer purchase order. All returned products must be shipped by Customer FOB destination and received by EFTPOS1 within fourteen (14) days of the date of shipment of the replacement Products. Notwithstanding the foregoing, EFTPOS1 makes no warranty or representations regarding the Products. All other returns of Products are subject to EFTPOS1 prior approval and applicable fees.

Disclaimer and Limitation of Liability

EFTPOS1 makes no warranties of any kind with regard to the Products. EFTPOS1 disclaims all representations and warranties, express or implied, as to the Products, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. In no event will EFTPOS1 be liable for any loss, damage or cost for breach of warranty.

EFTPOS1 will not, in any event, be liable for any loss of revenue, profit, use of data, interruption of business or for special, indirect, consequential, incidental, exemplary or punitive damages, however caused and regardless of the theory of liability, arising out of the use of or inability to use the product, or in any way connected to this agreement, even if EFTPOS1 has been advised of such damages. The foregoing limitation of liability whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise. In no event will EFTPOS1 liability to Customer exceed the purchase price paid for the product that is the basis for the claim.

Credit Adjustments and Refunds

Credit Adjustments may be available to Customer pursuant to EFTPOS1 then applicable policies and programs which may include, without limitation, Product returns, co-op advertising, rebates and allowances ("Credit Adjustments"). Customer may apply Credit Adjustments to their EFTPOS1 account balance.

Refunds will be issued, upon request by Customer, only in the event of an overpayment. No other customer will be entitled to receive a refund.

No goods shall be returned unless the Supplier has specifically agreed with the Customer in writing to this effect in advance. A handling fee of $70.00 or 10%, which ever is greater, may apply to any returned goods

Any representation, warranty, or agreement made by any agent or representative, which are not expressly confirmed by the Supplier in writing, and the Customer agrees to indemnify the Supplier against any such Claim.

In any event, the Supplier's liability under any Claim shall not exceed the price of the goods.

General

The Terms and Conditions will be construed in accordance with the laws of New Zealand, other than conflicts of law. The failure of either party to insist upon strict performance of any of the provisions of the Terms and Conditions will not be deemed a waiver of any breach or default.

Each of the parties represent it has the authority to enter into and sign these Terms and Conditions. Any notice given to either party will be in writing and effective by transmission via facsimile and regular mail to the address indicated in the Credit Application or as advised in writing by the party.

EFTPOS1 will be entitled to receive all collection costs, including solicitors fees and costs, incurred as a result of the enforcement of any provision of hereof or collection of any sum due by from Customer. In any provision of these Terms and Conditions are unenforceable as a matter of law, all other provisions will remain in effect. Either party may sign these Terms and Conditions.

EFTPOS1 will not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labour disputes, riots, war, fire, epidemics and similar occurrences.

If an Event of Default occurs, EFTPOS1 may suspend or terminate the contract of sale. If the Customer does not pay the price by due date, the Customer shall compensate EFTPOS1 by immediately making payment as liquidated damages (in addition to the amount due) of interest at a rate of 2% per month and calculated on a daily basis on the unpaid portion of the price from due date until payment in full, plus GST.

The Customer shall pay all costs incurred by EFTPOS1, including legal costs on a solicitor-client basis and debt collectors' costs, in the recovery or attempted recovery of outstanding money and the enforcement of these terms.  If an Event of Default occurs, the price and any other amount owing shall immediately become due and payable notwithstanding that the due date has not arisen.  Payments by the Customer shall be applied first in reduction of interest and costs due, and the balance in reduction of any amounts due.

These Terms and Conditions constitute the entire agreement between the parties as to the Sale of Products and supersede all prior or current written or oral statements, representations, negotiations, agreements and understandings to the extent that prior or current agreements modify or are inconsistent herewith. Prior or current agreements that do not modify and are consistent with these Terms and Conditions are made a part hereof. The Terms and Conditions may be amended or modified only in writing, signed by both parties.

Rev: 1.1.2 April 2008