C-DAX LIMITED

standard terms of trade (updated 14 March 2025)

1. GENERAL

• 1.1  All products and services provided to you by C-Dax Limited (C-Dax) are on the basis set out in these terms (the Terms) unless otherwise agreed in writing. By requesting the supply of products or services from C-Dax, you acknowledge and agree to the Terms.
• 1.2  C-Dax may vary the Terms from time to time by giving written notice to you. Any varied Terms will apply to the provision of all goods and services you order after the notice referred to above.

2. DELIVERY

• 2.1 Delivery of all products supplied to you by C-Dax is deemed to be completed when C-Dax has delivered the products to you directly or to a carrier nominated by or acceptable to you.
• 2.2 Risk in respect of all products supplied to you by C-Dax will pass to you when delivery of the products is deemed to have been completed in accordance with clause 2.1.
• 2.3 Title to all products supplied to you by C-Dax will not pass on delivery, but will remain with C-Dax until full payment of all monies owing in respect of such products pursuant to clause 4 has been made. Until title passes you will hold such products as C-Dax’s bailee and so that the products can be separately identified from all other products held by you.
• 2.4 Within 3 days of the delivery of any products to you, you must inspect the products and notify C-Dax of any damage to or defect in the products. Products supplied to you may only be returned to C-Dax with C-Dax’s prior written consent. C-Dax may charge you a 10% restocking fee for delivery, return and handling where there is no material defect in the product returned.

3. ORDERS AND QUOTES

• 3.1 You cannot cancel any purchase order for goods or services from C-Dax after it has been submitted, and you are bound to pay the price for those goods or services, unless C-Dax expressly agrees by negotiation. Once product has been despatched an RMA (returned material authorisation) must be raised, for which a 10% restocking fee may be charged.

4. PRICE AND PAYMENT

• 4.1 The price for all products and services supplied to you by C-Dax will be either as quoted by C-Dax to you in writing or, if no written quote is provided, at C-Dax’s standard charges for products and services applying at the time of despatch or performance.
• 4.2 Payment for all products and services supplied to you by C-Dax is due on the 20^th day of the month following the date of C-Dax’s invoice.
• 4.3 If any amount is not paid by you when due, C-Dax may charge interest to you at a rate equal to 2% per month on any monies outstanding, both before and after judgment, from the due date until the date of payment. Interest will be payable on demand.

5. WARRANTIES AND LIABILITY

Use of the Equipment

• 5.1 You must satisfy yourself as to the suitability of the equipment for your intended use(s) of the equipment.

Your relationship with the retailer

• 5.2 Where you consider you have a warranty claim (or any other claim) in relation to the equipment, you must contact the retailer who sold you the equipment, not C-Dax directly. The retailer is responsible for liaising with C-Dax in respect of your claim.

Warranty

• 5.3 C-Dax warrants to the original purchaser that the equipment is sold free from defects in materials and workmanship for a period of 12 months from the earlier of (i) the date of first retail sale or (ii) 02/05/2026 subject to the terms set out below.
• 5.4 C-Dax will at its option repair or replace the defective equipment (or part of the equipment) or notify the retailer of the equipment to refund the purchase price for such defective equipment to you in the event of a breach of this warranty, subject to the terms set out below.

Liability

• 5.5 Except for the warranty set out in clause 5.2 above, all warranties and representations (including those expressed or implied by law) in respect of the equipment or advice relating to the equipment provided to you by C-Dax are excluded to the extent permitted by law.
• 5.6 Notwithstanding anything else in these terms, C-Dax’s maximum liability to you (in the event that such liability exists) in respect of any breach of warranty, any matter set out in these terms or the product manual, or for defective equipment or advice relating to the equipment provided is limited at C-Dax’s option to:

(a) repairing or replacing the equipment (or part of the equipment); or

(b) notifying the retailer of the equipment to refund the price for the equipment paid by you.

• 5.7 Notwithstanding anything else in these terms or the product manual, in no event will C-Dax be liable, whether in contract, tort (including negligence) or otherwise:

(a) where you have altered or modified the equipment, misused or misapplied the equipment, or the equipment has been subjected to any unusual, excessive or non-recommended use, service or handling (including as set out in our terms and any of our product manuals);

(b) where the equipment is not transported, stored, handled or used in accordance with any directions given by C-Dax (or the retailer) to you (including as set out in our product manuals);

(c) where the equipment:

(i) has been subject to neglect, accident or hireage, or the damage arises from fair wear and tear, battery damage or chemical attack;

(ii) has been built to a customer’s specifications; or

(iii) has been dismantled, repaired or serviced other than by an authorised service agent of C-Dax;

(d) for loss or damage caused by any factors beyond C-Dax’s control; or

(e) for any loss of profit or revenue, or for any special, indirect, incidental or consequential damage, loss or injury of any kind suffered by you.

• 5.8 Where C-Dax elects to repair or replace the equipment it will use reasonable endeavours to do so as soon as practicable but will not be liable for any delay in doing so.
• 5.9 You agree that the transactions entered into between you and the retailer (and C-Dax) are for the purposes of trade and that, having regard to all relevant circumstances of the transactions, it is fair and reasonable that the provisions of the Consumer Guarantees Act 1993 (NZ) do not apply to those transactions to the fullest extent permitted by law.

6. SECURITY INTEREST

• 6.1  The retention of title held by C-Dax under clause 2.3 creates a security interest in all products supplied by C-Dax to you and their proceeds for the purposes of the Personal Property Securities Act 1999 (PPSA). You will provide all information and provide such assistance necessary to allow C-Dax to register, maintain and enforce its security interest.
• 6.2 You agree (to the maximum extent permitted by law) with C-Dax:
• (a) to waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to C-Dax’s security interest;
• (b) to contract out of your rights under the sections referred to in section 107(2)(a) and (c) to (i) of the PPSA; and
• (c) that nothing in sections 114(1)(a), 133 and 134 of the PPSA applies to these terms, and accordingly to contract out of these sections.

7. DEFAULT

• 7.1        If:
• (a) you breach any provision of these Terms (or any other agreement with C-Dax);
• (b) you become bankrupt or insolvent (in that in C-Dax’s opinion you are not able to pay your debts as they fall due, or you are placed into liquidation, statutory management, receivership, voluntary administration or are dissolved, or you enter into any arrangement for the benefit of your creditors); or
• (c) any information becomes known to C-Dax which, in C-Dax’s opinion, might materially affect your creditworthiness or your ability or willingness to comply with your obligations under these Terms (or any other agreement with C-Dax),

all amounts owed by you to C-Dax will become immediately due and payable, and C-Dax may, without prejudice to any of its other rights or remedies:

• (d) suspend or terminate all unfulfilled orders you have submitted to C-Dax;
• (e) suspend or terminate any credit facility made available to you;
• (f) enter any premises occupied by you or on which products are situated, and remove and repossess such products and/or any other property in which products are incorporated.
• 7.2 You irrevocably authorise C-Dax (together with its agents and contractors) to enter on to your premises without notice in order to exercise C-Dax’s rights under these Terms following an event described in clause 7.1 above. You will procure all other consents and rights necessary to enable, and to indemnify C-Dax (and its agents and contractors) from and against any liability incurred in connection with, the exercise by C-Dax of such rights.
• 7.3 You will pay on demand all costs (including legal costs on a solicitor/client basis) incurred by C-Dax in connection with any default by you or enforcement action taken by C-Dax under these Terms.

8. MISCELLANEOUS

• 8.1 Information:  You authorise C-Dax to collect and hold personal information from any source C-Dax considers appropriate for determining creditworthiness, debt collection purposes or for any other purpose related to these Terms. You further authorise C-Dax to disclose personal information held by C-Dax for the purposes set out above to any other person. You have a right of access and may request correction of personal information held by C-Dax about you.
• 8.2 Suppliers: Where you are a “supplier” for the purposes of the Consumer Guarantees Act 1993, you will not make or allow to be made any statements or representations as to the quality, fitness for purpose or description of any products, other than those made by C-Dax in writing. You indemnify C-Dax against any loss or damage C-Dax incurs as a result of any breach of this clause by you.
• 8.3 Customers: Where you are a supplier of C-Dax products, you will provide each of your customers with a copy of the owner’s manual for any C-Dax products purchased by your customers. In addition you will:
• (a) provide all reasonably necessary assistance to your customers and C-Dax in facilitating any warranty claims made by your customers against C-Dax;
• (b) not admit, settle, compromise or otherwise deal with any such warranty claim except in consultation with C-Dax and with C-Dax’s prior written consent; and
• (c) where C-Dax elects that any of your customers are to be refunded for any defective product, refund the retail price paid by your customer for that product and will be entitled to claim from C-Dax the price paid by you to C-Dax for that product.