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Conditions of Sale(ii) it will indemnify the Company, and keep the Company indemnified, for all fees(including legal fees on a full indemnity basis), costs and expenses incurred orsuffered as a result of any and all prosecutions, actions, demands, claims orproceedings brought by or against the Company in connection with retakingpossession of the Goods or the exercise by the Company of its rights underthis clause 22;(g) to the extent (if any) that the property in and legal title to the Goods has passed tothe Purchaser by operation of law, then the Company has a specific lien over theGoods until paid for in full; and(h) if the Purchaser pays for Goods by cheque then payment only occurs when allcheques have been presented and cleared in full.The whole of this clause 22 applies notwithstanding any arrangements underwhich the Company grants credit to the Purchaser.To secure the payment of any moneys owed by the Purchaser under thisagreement and the performance of any obligation of the Purchaser under theseTerms of Sale the Purchaser grants a security interest in favour of the Companyin all Goods supplied by the Company to the Purchaser (or for the Purchaser’saccount) and all direct and indirect proceeds of any dealing with such Goods.The Company may register a financing statement under the Personal PropertySecurities Act 1999 (PPSA) in respect of all Goods and direct and indirect proceedsof any dealing with such Goods from time to time, including by reference to serialnumbers (if appropriate).The Purchaser will provide on demand all information, and will do all thingsrequired by the Company, necessary to allow the Company to perfect any securityinterest created under these Terms of Sale, including by registering any financingstatement.The Purchaser waives the right to receive a verification statement in respectof any financing statement or financing change statement registered bythe Company.To the extent permitted by law, the Purchaser and the Company contract out ofout of sections 114(1)(a), 120(2), 121, 125, 129, 131, 133, and 134 of the PPSA.23. Returns and Credits - Returns of unused and resaleable standard Goods whichare not under warranty and which are listed in the published price lists, brochuresand catalogues, electronic media and other advertising material of the Companymay, at the Company’s sole discretion, be returned for credit, provided that theGoods are:(a) returned within 14 days of delivery, free to the Company’s warehouse;(b) accompanied by a delivery docket stating the Company’s original invoice numberand a valid reason for the return; and(c) returned in an unused, undamaged and resalable condition, in theiroriginal packing.No Goods will be accepted for return under any circumstances (other than forreasons of wrong delivery or because the Goods are faulty) unless the invoicedvalue of the Goods is greater than $200.00 excluding GST.Allen Bradley and Rockwell Software products are supplied with the RockwellAutomation factory seal affixed to the manufacturer’s packaging. If this seal isbroken the product is then termed to be an “open box” product and will not beaccepted by NHP if returned for credit.Goods will not be accepted for return for any reason between 15 and 30 daysafter the date of delivery unless by prior arrangement between the Company andPurchaser, and with the payment of a restocking fee of 20% of original invoicevalue, or $50.00, exclusive of GST, whichever is the greater.No Goods will be accepted for return for any reason whatsoever beyond 30 daysfrom date of delivery.Where Goods which have been supplied by the Company on a manufactured/assembled to order or indent only basis, the Company will not, unless agreedotherwise in writing, accept them for return except where such Goods are faultyor have been wrongly delivered against NHP drawings and/or NHP specificationsheets signed off by the Purchaser prior to manufacture.Subject to clause 29, any faulty Goods will be repaired or replaced, at theCompany’s absolute discretion.The Company may from time to time, develop policies in connection with thereturn of Goods, which will be notified to the Purchaser and must be compliedwith before any returned Goods are accepted by the Company in exchange forcredit, or such returned Goods are otherwise repaired or replaced.24. Force Majeure - The Company will not be liable for any loss, damage or delayarising out of its failure (or that of its suppliers and subcontractors) to performobligations under the Terms of Sale due to causes beyond its reasonable control,including without limitation, acts of God, acts or omissions of the Purchaseror its agents, acts of civil or military authority, fires, strikes, floods, epidemics,quarantine restrictions, war, riots, acts of terrorism, delays in transportation, ortransportation embargoes (Force Majeure Events). In the event of such delay, theCompany’s performance date(s) will be extended for such length of time as maybe reasonably necessary to compensate for the Force Majeure Event.If a Force Majeure Event continues for a period of 3 months or more, the Companymay (without affecting the accrued rights and obligations of the parties as at thedate of termination) terminate this agreement immediately by written notice tothe Purchaser.25. Loans & hire - Any Goods loaned or hired out by the Company and notreturned to the Company within the specified loan or hire period shall bedeemed to have been sold to the Purchaser, and the list price on the datefor return of the loaned or hired Goods shall become due and payable bythe Purchaser.Any Goods loaned or hired out by the Company must be returned by the recipientin the original packing, and in original condition, fair and reasonable wear and tearexcepted.Any Goods loaned or hired out to the Purchaser by the Company which arereturned damaged or defective, due to reasons not covered by the Company’sstandard warranty provisions, will result in the Purchaser being chargedfor repair charges, or the cost of the Goods loaned or hired out, whichever is thelesser.Return freight, if applicable, will be prepaid by the Purchaser.26. Copyright, licences, patents and intellectual property - All intellectualproperty rights, including but not limited to copyright, patents, design rights,trademarks, software and licences in, or related to, Goods supplied by theCompany remain the property of the Company and shall not be available in anyform to third parties, nor re-used by the Purchaser, unless agreed to in writing bythe Company.Any software supplied by the Company may be used by the Purchaser only on thecomputer or equipment configuration specified.Use of Goods which contain, or are to be used with, standard or custom softwareor firmware may be subject to the Purchaser’s acceptance of additional terms andconditions in separate Company or third-party licence agreements (Third PartyLicence Agreements). Where there is a conflict between any term of a Third PartyLicence Agreement and these Terms of Sale, the Third Party Licence Agreementwill prevail to the extent of the inconsistency. In the absence of a Third PartyLicence Agreement, the Purchaser is granted a non-exclusive, non-transferableand royalty free licence to use the purchased software or firmware only in objectcode form and solely in conjunction with the Goods, with no rights to sublicense,disclose, disassemble, decompile, reverse engineer, or otherwise modify thesoftware or firmware.The Purchaser must not alter, remove, or in any way tamper with, or otherwise doanything adverse to, any intellectual property rights (including but not limited totrade marks), whether registered or unregistered, or numbers of the Company orits Suppliers attached to or placed on the Goods.27. Training - Where training forms a part of the supply of Goods, such training willbe charged at a rate per 8 hour day (or part thereof ) for a specified number oftrainees, and cover provision of training equipment, training instructor and coursehandouts. Where training is carried out external to the Company’s offices, the costof transporting equipment and instructor’s air fares, hire car for site transportation,meals, accommodation and miscellaneous out of pocket expenses will becharged at the cost to the Company plus fifteen percent. All travel time and standby/waitingtime will be charged in accordance with the Company’s labour rateapplying at the time of supply.28. Engineering assistance - Subject to these Terms of Sale, any engineering ortechnical assistance provided by the Company, will be charged at the Company’slabour rate applying at the time assistance is provided, (including travel and standby/waitingtime), plus expenses at the cost to the Company plus fifteen percent.Applicable expenses include, but are not limited to, those described under clause27 for external training. Any required miscellaneous materials purchased by theCompany will be charged at cost to the Company, plus 25 per cent. Any assistanceprovided in accordance with this clause 28 shall be at the Purchaser’s sole risk.29. Warrantya) The Company makes no warranty, representation or other statement in respect ofthe Goods, their quality or their fitness for any purpose, except as stated expresslyin these Terms of Sale, or as may otherwise be required by law.b) The Company warrants that the Goods, whether manufactured by the Company,its Supply Line Partners or its Suppliers, as published in the Company’s currentcatalogues and supplied by the Company, shall, for a period of twelve monthsfrom the date of despatch of the Goods from the Company’s premises, be free offaulty workmanship, materials or design.c) The warranties provided herein shall be effective, and impose liability on theCompany to give effect to such warranty, only if:i) The Company is provided with written notice of the circumstancesgiving rise to the claim arising within 30 days of the occurrence of suchcircumstances; andii) The Company is permitted to inspect Goods before they are repaired orreplaced; andCOS 193NHP Electrical Engineering Products (N.Z.) Limited