SOUTHERN PINE PRODUCTS LIMITED - TERMS, CONDITIONS AND GUIDELINES

1. Terms Of Contract

1.1 Southern Pine Products limited ("The Seller") will supply goods to the purchaser ("The Buyer") on
these Terms of Trade unless the Seller agrees in writing to change them.
1.2 The Seller will not be bound by any conditions included in the Buyer's order unless it accepts them
in writing.
1.3 If the Seller does not accept any conditions included in the Buyer's order and the Buyer accepts
delivery of Goods delivered under that order, the acceptance of delivery by the Buyer will be deemed
to be acceptance by the Buyer of these Terms of Trade notwithstanding anything that may be stated
to the contrary in the Buyer's inquiries or on the Buyer's orders.
1.4 The Seller has the right to not accept any orders or to cancel any orders which it has accepted if due
to circumstances beyond the Seller's control it would be impractical or uneconomic to fill the order.

2. Payment

2.1 Unless otherwise agreed in writing the Buyer must pay for the Goods by no later than the 20th day
of the month following dispatch of the Goods from the Sellers premises.
2.2 Failure to pay for Goods by the due date may result in further deliveries being stopped until the
overdue payments have been made. The Seller reserves the right to request from the Buyer such
guarantee or security as it may think desirable to secure to the Seller all sums due by the Buyer and
may refuse to supply further Goods to the Buyer until such security is given.
2.3 In the event of late payment (and to enable the extra costs incurred by the Seller arising from late
payment to be recovered) the Seller may charge interest on a daily basis to the Buyer at a rate equal to
5 % per annum over the Bank of New Zealand base lending rate from time to time, until the overdue
amounts are paid with the interest accruing after as well as before any judgement which the Seller may
obtain against the Buyer. The Buyer will also be liable to pay all of the Seller's expenses and legal costs
incurred in obtaining a remedy for the Buyer's failure to pay for the Goods when due.
2.4 The Buyer may not set off against the price payable for the Goods any claims which the Buyer might
have against the Seller.
2.5 The Seller may accept and apply payments from the Buyer in respect of any indebtedness and the
Seller will not be bound by any conditions or qualifications attaching to such payments.

3. Risk of Ownership

3.1 All risk in the Goods will pass to the Buyer upon delivery.
3.2 Even if risk has passed, ownership in the Goods will not pass to the Buyer until the Buyer has paid for
them in full.
3.3 Until the Buyer has paid for the Goods in full:
(a) The Buyer holds the Goods as fiduciary for the Seller and will deal with them as agent for and on behalf
of the Seller (but will not hold itself out as the Seller's agent to any third parties.)
(b) If directed by the Seller the Buyer will store the Goods so that they can be clearly recognised as the
property of the Seller.
(c) If the Buyer resells the Goods the proceeds of any resale will belong to the Seller and the Buyer will pay
the same into a separate account for which separate records are kept and all claims which the Buyer holds
against third parties will be handed over to the Seller.
(d) The Buyer irrevocably gives the Seller and its agents the right to enter the Buyer's premises without
giving notice and to remove any of the Goods and resell them.
(e) If any of the Goods are incorporated in or used as material for other Goods before paid for then the
property in the whole of such other goods shall remain with the Seller until payment has been made and
all of the Seller's rights in respect of the Goods shall extend to those other Goods.
(f) Failure by the Buyer, either to store the Goods as required in clause 3.3 (b) or to separately account for
sale proceeds under clause 3.3(a) will not prejudice the Seller's claim to the Goods or the sale proceeds.

4.  Delivery

The Seller will arrange despatch by their nominated agent, unless otherwise requested. All reasonable
endeavours will be used to make delivery at the time specified in the confirmation or otherwise, but if for
any reason whatsoever delivery shall be delayed the Seller shall not be responsible for any loss whatsoever
sustained by the Buyer or any other person by reason of such delay. Proof of delivery information will not
be provided by the Seller beyond 60 days from date of invoicing.

5. Warranties

5.1 Subject to the following clauses, the Seller warrants that the Goods are manufactured in accordance with
the usual practices of the timber industry and are free from all manufacturing defects.
5.2 No warranty is given and the Seller shall not be liable for:
(a) Loss caused by any factors beyond the Seller's control.
(b) Failure to deliver the Goods by any specified dates.
(c) Any indirect or consequential loss of any kind.
5.3 The Seller's total liability for defective or damaged Goods is limited at the Seller's option to either:
(a) replacing the defective or damaged Goods: or
(b) Refunding the price of the defective or damaged Goods.
5.4 Except under clauses 5.1 and 5.3 the Seller has no liability for the Goods and gives no representations or
warranties in relation to them. All other warranties expressed or implied by law are excluded.

6. Claims

6.1 The Seller will at its option either replace defective Goods or give a credit or refund for them as long as
the Buyer's claim has specifically identified the Goods and the defect and the Buyer returns the defective
Goods to the Seller in their delivered state within seven days after date of invoice.
6.2 Goods must be returned freight paid and the Buyer can claim for any reasonable freight charges.
6.3 The Buyer shall have no claim in relation to Goods which it has processed, altered or utilised.

7.  Cancellation

7.1 The Buyer may not cancel any order or part of it without the Seller's written consent and as a condition of
giving such consent, the Seller may require that it be reimbursed for the cost of reallocating labour and materials
and other direct or indirect costs incurred by the Seller to the date of cancellation.
7.2 The Seller shall be entitled without liability to the Buyer to cancel an order or delivery of an order if:
(a) The Buyer becomes insolvent; or
(b) The Seller or Buyer is refused any required licences or permits in respect of the Goods.

8. Waiver

If the Seller waives any breach of these Terms of Trade by the Buyer the waiver will not affect the Seller's right to
exercise its rights under these Terms of Trade at any future time.

9. Severability

Each clause in these Terms of Trade is severable and if any clause is held to be illegal or unenforceable then the
remaining clauses will remain in full force and effect.

10. Governing Law

These Terms of Trade shall be interpreted in accordance with and governed by the laws of New Zealand and the
New Zealand courts shall have exclusive jurisdiction over any dispute in relation to the Goods.

11.  Grading

All New Zealand timber will be graded in accordance with National Grading Rules (N.Z.S. 3631:1978 and Amendments).
Imported timber will be graded in accordance with the relevant rule as for the country of origin.

12. Measurement

Measurement of timber shall conform to N.Z.S. 3601:1973 - Metric Dimensions of Timber.

13. Bundle Size

Profiles are supplied in standard bundle quantities with a fair range of lengths. Profiles are not supplied in part bundle lots.

14. Small Orders

The Seller reserves the right to charge freight or a portion of freight for small orders.