POPPLABS Limited (TRADING AS BEAR) Wholesale Terms and Conditions

DEFINITIONS

“Buyer” shall refer to the buyer, any person acting on behalf of and with the authority of the Buyer, or any person purchasing Goods from us.

“Goods” shall refer to any Goods delivered by BEAR (as more fully described in any invoice or other sales record issued by BEAR) to you or your agent, including freight and handling charges incurred in doing so all of which form part of these terms and conditions.

“BEAR” shall refer to Popplabs Limited, or any agents or employees thereof.

“Price” shall refer to the cost of the Goods, and includes all disbursements.

1 ACCEPTANCE AND CONDITIONS

1.1 All orders are subject to acceptance and confirmation by ZOOP.

1.2 BEAR reserves the right to:

a) Grant or decline credit to any Buyer and to suspend or cancel any pre-existing credit accounts upon written notice.

b) Impose a credit limit, which may be altered at our discretion. If at any time this limit is exceeded, BEAR may withhold further deliveries until a satisfactory arrangement has been agreed upon.

c) Limit promotional channels.

1.3 Unless otherwise agreed in writing, the Buyer shall not:

a) Appoint any Agent, Sub-Agent, Person or Entity to re-sell the Goods.

b) Sell the Goods to any Person or Entity whom they know or have reason to believe intends to re-sell the Goods.

c) Sell through third party websites or other channels.

2 PRICE

2.1 The Price of our Goods may be provided by a BEAR representative directly on email via our Order Form, or once you are fully authorised as a wholesale customer by BEAR.

2.2 Ordering is fulfilled by BEAR upon receipt of an Order Form by email. (Note that Pricing shown online will typically include GST).

2.3 Once an order has been submitted by the Buyer via email, or online via www.candidwholesale.com, the Buyer is contractually committed to carry out the sale at the agreed Price unless otherwise agreed to in writing by both parties.

3. PAYMENT

3.1 Shipping costs are charged to the Buyer. Standard shipping costs are assumed in our online order system.

3.2 Payment on invoices is due within 14 days of the invoice date or as set out in 5.3 below, unless otherwise agreed to in writing by both parties. BEAR will accept payment by direct bank transfer, or online via the candid payment system.

3.3 A 2.5% monthly late charge will be levied on overdue account balances. If at 60 days the debt remains unpaid, or a default is triggered as outlined in 4 below, BEAR has the right to charge an administration fee at 10%, this is a recurring monthly fee thereafter.

3.4 Collection costs will be added to the debt in the event that the debt is not paid by the due date and all costs incurred in the recovery of the debt are payable by the debtor (person, company, partnership, trust, organisation, or any other entity that owes a debt to BEAR).

3.5 Should litigation ensue the costs of solicitors are payable by the debtor.

3.6 Payments for sales within New Zealand will be made in New Zealand dollars.

4. DEFAULT

4.1 If the customer, or any contractor employed by the customer, fails to observe or perform any of these terms and conditions; OR

4.2 If the customer being an incorporated company ceases, or threatens to cease to carry on business, or a petition is presented or an order is made for the winding up of the company, or an effective resolution is passed for the winding up of the customer, or a receiver is appointed, or in the opinion of BEAR the customer is unable to pay its debts or is likely to go into liquidation or receivership or if the customer seeks reorganisation or restructuring of its debts; OR

4.3 if the customer being an individual is adjudged bankrupt or in the opinion of BEAR is unable to pay its debts on due date, or if the customer seeks a restructuring arrangement, or adjustment, or composition of the customers debts;

THEN the period of credit is immediately determined and BEAR by its servants and agents immediately without giving the customer any notice or waiting any time retake possession of the good supplied by BEAR and for which BEAR has not received full payment from the customer. Clauses 3.3 to 3.5 above will apply in relation to repayment of outstanding debt.

5. ORDERING PROCEDURE

5.1 New Orders may initially be received via email using our Order Form. New Buyers must complete our Wholesale Account Application form. A BEAR Wholesale Account Application form must be correctly filled out and approved by BEAR.

5.2 (a) After 5.1 The Buyer can proceed with placing an order and is legally bound to the agreements therein including these Wholesale Terms and Conditions of Sale.

(b) In the normal course of business a Buyer will place an order via our online shop. In the event that an order is made over the phone, or via email and entered online by BEAR then 5.2a above will still apply.

6. RETENTION OF TITLE

Title to the Goods shall remain vested in BEAR and shall not pass to the Buyer until the purchase Price for the Goods has been paid in full and received by BEAR. Until title to the Goods passes:

(a) BEAR shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;

(b) BEAR and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which BEAR reasonably believes them to be kept;

(c) The Buyer shall store or mark the Goods in a manner reasonably satisfactory to BEAR indicating that title to the Goods remains vested in BEAR;

(d) Irrespective of whether title to the Goods remains vested in BEAR, risk in the Goods shall pass to the Buyer upon delivery. The Buyer shall insure the Goods to their full replacement value.

7. SHIPPING TERMS

Goods are delivered within New Zealand by courier. Freight is covered by The Buyer and the courier charge will be specified on the invoice.

8. GST

Currently all prices discussed may or may not include GST. Our Order Form adds GST at the bottom of the Order Form.

9. DELAYS

9.1 Force majeure: No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or [telephone service], and no other Party will have a right to terminate this agreement in such circumstances. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

9.2 If a delivery date is agreed it is an estimate only and BEAR will use all reasonable endeavours to delivery by such date.

10. CANCELLATION

10.1 BEAR may cancel this contract at any time by giving written notice. BEAR shall not be liable to any loss or damage whatsoever arising from such cancellation.

10.2 Cancellation or alteration to the order by the Buyer after the order has been submitted may be subject to a cancellation fee representing 50% of the value of the cancelled order at the discretion of BEAR.

10.3 Cancellation of any order by the Buyer must be submitted in writing. BEAR has no obligation to accept cancellation of any part of the order once the order has been submitted by the Buyer. Decisions regarding the acceptance of any part of the order are at the discretion of BEAR.

11. RISK OF LOSS

Once the Goods have been delivered and signed by the Buyer all risk of loss is the responsibility of the Buyer.

12. INSPECTION OF GOODS ON RECEIPT

Unless the Buyer has inspected the Goods and given written notice to BEAR within seven (7) days after delivery that the Goods do not comply with the relevant specifications or descriptions, the Goods are deemed to have been accepted in good order and condition.

13. RETURN OF GOODS

(a). No returns will be accepted unless BEAR has previously agreed in writing.

(b). If BEAR agrees to the return of Goods, they must be unsoiled, undamaged and in a re-saleable condition (or Buyer pays for all costs of replacement or repair) and delivered free to BEAR premises unless otherwise agreed by BEAR in writing.

14. NON-DELIVERY

At times, Goods will not be produced, or will be produced but not be up to the quality expected by BEAR. While every attempt will be made to avoid non-delivery, if such a situation arises, non-delivery of Goods will be accepted by the Buyer and BEAR will accept no liability for resulting losses to the Buyer. The Buyer will not be invoiced for non-delivered Goods.

15. INSURANCE

BEAR will insure the Goods up until delivery to the Buyers specified location. Thereafter, the Goods are the responsibility of the Buyer.

16. WARRANTY

16.1 BEAR warrants that the Goods delivered meet the Buyers specifications as stated on the ‘Order Form’ and ‘Sales Confirmation’. Once delivered the Buyer assumes all risk and liability resulting from use of the Goods.

16.2 If any fault is evident within the Goods, that is a result of faulty manufacturing BEAR will replace the Goods. If the Goods are no longer in stock a credit will be offered.

17 LIABILITY

If any fault in the Goods is deemed to be from misuse, wear and tear, tampering or not following care instructions no refund or replacement will be offered.

18. NO SALE BY DESCRIPTION OR SAMPLE

Unless otherwise expressly agreed in writing, BEAR does not warrant that the Goods conform to any specific description or sample. BEAR reserves the right to alter or remove its product dimensions, drawings, specifications, designs, materials, components, fabrics, patterns, printing techniques, colours, printed materials, packaging, promotional material, construction methods and/or offers included with purchase.

BEAR may do so without notice. Any such alterations shall not impose upon BEAR an obligation to alter Goods that it already delivered to the Purchaser. Any description of the Goods, whether given verbally or appearing in BEAR sales literature, catalogues or otherwise, shall not constitute a sale by description, unless BEAR expressly agrees in writing that such description forms a condition of sale. An inspection by the Buyer of the Goods, or a demonstration of the Goods, shall not constitute a sale by sample. Unless otherwise expressly agreed in writing, it is not a condition of sale that the Goods correspond precisely with the dimensions and specifications appearing in any product literature or with any sample that may have been shown or demonstrated to the Buyer. All samples remain the property of BEAR, unless stated otherwise.

19. PRIVACY ACT 1993

19.1 BEAR may search the PPSR and collect from it any information about and/or associated with the Buyer permissible under the Privacy Act 1993 for credit application assessment purposes.

19.2 BEAR shall hold any information associated with the Buyer in order to perform its obligations to supply any Goods.

19.3 BEAR may provide any Solicitor, Debt Collection Agency, or any other Business associated with the purpose of collecting monies, information about the Buyer.

20. PERSONAL PROPERTY SECURITIES ACT 1999

20.1 Upon assessing to these terms and conditions of sale the Buyer acknowledges and agrees that:

a) These terms and conditions of sale constitute a security agreement for the purposes of the PPSA; and

b) A security interest is taken in all Goods previously supplied BEAR to the Buyer (if any) and all the Goods that will be supplied in the future by BEAR to the Buyer during the continuance of the parties relationship,

20.2 The Buyer 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 BEAR may reasonably require to register a financing statement or financing charge statement on the Personal Property Securities Register;

b) not register a financing charge statement or a charge demand without the prior written consent of BEAR;

c) give BEAR not less than fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or other change in the Buyer’s details (including but not limited to changes in the Buyer’s address, fax number, email or business practice) and

d) immediately advise BEAR 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

e) BEAR and the Buyer agree that nothing in 114(1) (a), 133 and 134 of the PPSA shall apply to the Terms and Conditions of Sale.

f) The Buyer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129 and 132 of the PPSA

20.3 Unless otherwise agreed to in writing by BEAR, the Buyer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

20.4 The Buyer unconditionally ratifies any actions taken by BEAR under and by the virtue of the power of attorney given by the Buyer to ZOOP under clauses 20.1 and 20.3

21. COMPLIANCE WITH LAW

The Buyer must comply with all legislation relating to the usage and description of the merchandise.

22. INTELLECTUAL PROPERTY

The content and design of all products and logos are copyright and belong to BEAR. The Buyer may not use any intellectual property without written permission.

23. GOVERNING LAW

New Zealand law and the decisions of its courts shall be the exclusive place of jurisdiction with respect to any question or controversy that may arise hereunder from disputes or transactions with BEAR.

24. SEVERABILITY

If any provision contained in these Conditions of Sale is held by a court to be unlawful, invalid or unenforceable, the validity and enforce-ability of the remaining provisions are not affected.

25. UPDATES TO THESE TERMS AND CONDITIONS

BEAR reserves the right to update these terms and conditions from time to time as required.