Terms of Trade:

1. Appointment: The Shipper hereby appoints SLM as its agent to arrange shipment of the goods to the destination.

2. General Power: SLM has full general and unrestricted power and authority to do on behalf of the Shipper all things necessary to ensure the goods are shipped to the destination.

3. Power to Enter Contracts: SLM has the power to enter into contract(s) on the Shippers behalf, including contracts for the carriage of goods from New Zealand by sea.

4. Performance of Agency: SLM will, when acting as agent for the Shipper:

1. Use all reasonable endeavours to achieve the express instructions of the Shipper; and

1. Otherwise act in what SLM reasonably believes is the best interests of the Shipper.

5. Ratification: The Shipper accepts liability for, and agrees to ratify all that SLM lawfully does pursuant to the powers conferred by this document.

6. Disclosure: SLM will as soon as it becomes aware of any problems in meeting the Shipper’s shipping requirements (whether before or after entry into contracts for the shipment of the goods) advise the Shipper of those problems and consult with the Shipper regarding possible solutions.

7. Shipper to Enter Contracts: The Shipper will, when requested by SLM, enter into contracts organised by SLM on the Shipper’s behalf for the carriage of goods from New Zealand by sea.

8. Term: This agreement ends when revoked by the Shipper. Revocation does not affect either party’s accrued rights and obligations as at the date of revocation.

9. Charges: SLM will invoice the Shipper for all costs, charges and expenses (including SLM’s charges for performing services on behalf of the Shipper) incurred or relating to the shipping of the goods to the destination and the Shipper will pay that invoice.

10. Payment: The Shipper will pay SLM’s invoice in respect of each shipment of goods within two business days of the sailing of the vessel carrying that shipment. Invoices may cover more than one shipment. Subject to payment of that invoice, SLM will pay the shipping company’s charges for carrying the goods. Payment must be made without deduction or set-off.

11. Non Payment: Where SLM’s invoice is not paid by due date, SLM may charge interest on the unpaid amount at the ANZ National Bank Limited’s base rate, plus a margin of 3% per annum from the due date for payment until payment, without prejudice to any other rights or remedies SLM may have.

12. Liability: SLM acts as the Shipper’s agent. SLM has no other liability to the Shipper, except where SLM is proven to be negligent, in which case SLM’s liability in respect of each particular shipment is limited to 10% of the amount of SLM’s invoice in respect of that shipment, or where the invoice covers more than one shipment, 10% of the portion of SLM’s invoice relating to that shipment, whichever is the less.

13. Indemnity: The Shipper will indemnify and keep indemnified SLM from and against any and all liability suffered or incurred by SLM when lawfully performing or incurring obligations on behalf of the Shipper.

14. Insurance: SLM is not required to insure the goods. The Shipper is advised to obtain appropriate insurance to insure the goods against loss or damage while in transit.

15. Condition of Goods: The Shipper will provide the goods for shipment in accordance with any recommendations made by SLM, and generally in a condition suitable for shipment.

16. Availability of Space/Equipment: SLM will use all reasonable endeavours to ship the goods in accordance with the Shipper’s requirements but cannot guarantee to do so in the event of unavailability of space, relevant equipment, or schedule changes.

17. Force Majeure: Neither party is liable for any failure or delay in performing an obligation if it is due to a cause reasonably beyond the control of that party, and that party has used all reasonable endeavours to perform on time, despite the cause. Relief may not be claimed under the clause because of the lack of funds.

19. Governing Law: New Zealand law applies. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

Definitions:

“business day” means any day (other than a Saturday, Sunday, or public holiday) that trading banks are open for business in New Zealand.

“Carrier” means the owner or charterer of the vessel.

“destination” means the port of discharge or the place to which the goods are to be delivered.

“goods” means the cargo to be shipped by sea from New Zealand as break-bulk cargo, or in shipping containers.

“person” includes any individual person, trust, company, corporation or partnership, and includes a person’s executors, administrators, successors and assigns.

“Shipper” means the person for whom SLM arranges shipment of the goods.

“shipment” means each separate consignment of the goods.

“SLM” means SLM Limited.

“vessel” means the vessel on which the goods are shipped.