1. Price

1.1 The price contained in the contract is based upon rates and costs

as the date of the contract arises from a quotation given by Digital

Audio Group, as at the date of quotation of materials, transport,

labour, customs duty, insurance and other rates and costs. The

price may be increased by the amount of any increase in the cost

of any such items or any other factors (including any change in

exchange rates) affecting the cost of supply, production and/or

delivery of the goods due to circumstances beyond the control of

Digital Audio Group between the abovementioned date and the

date of delivery.

1.2 Digital Audio Group shall only be responsible to comply with the

regulations, bylaws, codes and standards (if any) specified in this

contract and Digital Audio Group shall be under no liability

whatsoever for any failure to meet any other regulations, bylaws,

codes and standards. In the event of being any charges in any

regulations, bylaws. codes or standards with which Digital Audio

Group is obligated to comply after the date of this contract or

where the contract arises from a quotation, then any additional

costs in meeting any such changes shall be to the account of the

buyer.

2. Goods and Services Tax

2.1 Prices quoted by Digital Audio Group do not include Goods and

Service Tax (“G.S.T.”). the price of the goods shall be deemed to

be increased by the amount of any G.S.T. applicable to the supply

of the goods. Any alteration in the rate of G.S.T. applicable to the

supply of the goods shall be to the buyer’s account.

3. Payment

3.1 Subject to any provision to the contrary in the contract, payment

shall be received on or before the 20th day of the month following

the date of delivery of goods in accordance with clause 4 hereof.

3.2 If Digital Audio Group shall at any time deem the credit of the buyer

to be unsatisfactory, it may require security of payment and may

suspend performance of it’s obligations under the contracts until

the provision of sufficient security. All costs and expenses of or

incurred by Digital Audio Group as a result of such suspension and

any recommencement shall be payable by the buyer upon

demand.

3.3 The buyer shall not be entitled to withhold payment or to make any

deductions or set off from the contract price without prior written

consent of Digital Audio Group.

3.4 Receipt of a cheque, bill of exchange, or other negotiable

instrument by Digital Audio Group shall not constitute payment

and the buyer shall remain liable for the contract price until such

cheque, bill of exchange, or negotiable instrument is paid in full.

3.5 Interest at the overdraft rate is charged to Digital Audio Group by

it’s principal bank as at the date of the contract calculated on a

daily basis and shall be payable on any moneys outstanding

under the contract from the date payment was due until the date

payment is received by Digital Audio Group but without prejudice

to Digital audio group’s other rights or remedies in respect to the

buyer’s default in failing to make payment on the due date. Digital

Audio Group may waive it’s rights under the clause.

4. Delivery

4.1 Delivery shall be made at the place indicated in the contract or, if

no place shall be indicated in the contract (and in the case of sales

ex-works), delivery shall be made at Digital Audio Group’s

premises. Digital Audio Group may charge a reasonable order

charge if orders are made of value less than Digital Audio Group’s

minimum order value set by Digital Audio Group from time to time.

4.2 Digital Audio Group reserves the right to deliver the goods by

instalments and each instalment shall be deemed to be a separate

contract under the same provisions as the main contract. Should

Digital Audio Group fail to deliver or make defective delivery of one

or more instalments this shall not entitle the buyer to repudiate the

main contract.

4.3 Unless specified in the contract delivery of 10% more or less in the

quantity of the goods ordered by the buyer shall constitute

performance of any contract, the amount under or over supplied

to be deducted or charged for pro-rata.

5. Risk

5.1 Risk in the goods shall be borne by the buyer from the time of

delivery of the goods.

6. Property

6.1 Notwithstanding the granting of credit, the passing of risk, the

giving of possession or delivery to the buyer full PROPERTY (being

both legal and equitable title) in the goods shall be retained by

Digital Audio Group until the purchase price and all other moneys

payable to Digital Audio Group by the buyer whatsoever (whether

pursuant to these conditions of sale or otherwise and whether in

respect of the particular goods or otherwise) have been paid in full.

6.2 Until property in the goods has passed or the goods are resold (in

accordance with the restrictions contained in this clause), the

buyer shall hold the goods as the fiduciary agent and the bailee of

Digital Audio Group and shall ensure that the goods are (to the

greatest extent practicable) kept separate and/or indetifiable as

the property of Digital Audio Group, and shall exercise all

reasonable care in the storage and handling of the goods.

6.3 NOTWITHSTANDING that property in the goods is retained by

Digital Audio Group the buyer is hereby authorised to sell the

goods in the ordinary course of business and on normal and

reasonable commercial terms (as between the buyer and the subbuyer,

as principal, and without any authority to bind or purport to

bind or purport to bind Digital Audio Group but as between Digital

Audio Group and the buyer as the fiduciary agent of Digital Audio

Group) PROVIDED THAT such authority may be revoked by

written notice from Digital Audio Group at any time whatsoever

and shall be deemed automatically revoked upon the happening of

any events specified in clause 11.1 hereof.

6.4 WHERE goods in respect of which property has not passed to the

buyer are resold by the buyer pursuant to the authority

granted by clause 6.3 hereof any book debt created upon sale of

Digital Audio Group’s goods and the proceeds of sale of such

goods, (together with the proceeds of insurance of such goods)

when received by the buyer, shall unless otherwise permitted by

Digital Audio Group (which permission may be revoked or varied)

be held upon trust by the buyer for Digital Audio Group and any

proceeds of sale so received by the buyer shall be placed in a

separate bank account and shall first be applied towards the

satisfaction of al indebtedness of the buyer to Digital Audio Group

and thereafter shall be retained by the buyer.

6.5 The buyer shall inform it’s secured creditors and it’s substantial

unsecured creditors of the terms upon which it buys the goods

from Digital Audio Group and shall forthwith inform any trustee in

bankruptcy or liquidator of the buyer or any receiver of any part of

the buyer’s assets of the rights of Digital Audio Group to the goods

and the proceeds of sale or insurance thereof.

7. Insurance

7.1 Until property in the goods passes to the buyer, the buyer shall

keep the goods insured in the name of Digital Audio Group and

the buyer for their respective rights and interests and will produce

to Digital Audio Group upon demand such evidence as Digital

Audio Group may require to confirm the existence of such

insurance. If the buyer defaults in the performance of it’s

obligations under this clause. Digital Audio Group shall be entitled

to insure the goods and the cost of effecting such insurance shall

be payable by the buyer to Digital Audio Group upon demand.

7.2 If any of the goods are damaged or destroyed prior to the property

therein passing to the buyer, Digital Audio Group shall be entitled

without prejudice to any of it’s other rights or remedies under the

contract to receive all insurance proceeds which are payable in

respect thereof directly from the insurer (whether or not the

purchase price of such goods has become payable under the

contract) and the production of this contract by Digital Audio

Group shall constitute conclusive evidence of Digital Audio

Group’s right to receive payment of such insurance proceeds

without the need for further enquiry by any person dealing with

Digital Audio Group. Any such insurance proceeds shall be

applied by Digital Audio Group as follows:

7.2.1 First, in payment of the purchase price of the goods which

are damaged or destroyed, if unpaid;

7.2.2 Secondly, in payment of the outstanding purchase price of

any other goods supplied to the buyer by Digital Audio

Group, whether under this contract or otherwise;

7.2.3 Thirdly, in payment of any other sums payable to Digital

Audio Group by the buyer whether under this contract or

otherwise;

7.2.4 Thereafter any balance shall be paid to the buyer.

8. Delay

8.1 If any time for delivery of the goods or completion of the contract

or any part thereof shall be stated in the contract such time shall

be approximate only and shall not be deemed to be of the

essence of the contract.

8.2 Digital Audio Group shall not be liable for failure to deliver or for

any delay in delivery where such failure or delay is occasioned

directly or indirectly by any cause whatsoever, beyond Digital

Audio Group’s reasonable control.

8.3 If the manufacture, supply or delivery of the goods is delayed by

reason of or as a result of any act, omission, default or request by

on behalf of the buyer, Digital Audio Group may, without prejudice

to it’s other rights and remedies, require payment by the buyer of

such portion of the contract price as represents the extent to

which Digital Audio Group performed the contract or carried out

work required by the contract up to the date such payment is

required together with any expenses or additional costs incurred

by Digital Audio Group as a result of such delay in the event of

such delay continuing beyond reasonable time, Digital Audio

Group may, without prejudice to it’s other remedies, terminate the

contract.

9. Warranty

9.1 Digital Audio Group warrants that it will repair or make good any

defects in the goods or materials or workmanship. No claim shall

be accepted under such warranty unless written notice of the

claim is received by Digital Audio Group as soon as possible after

the defect is discovered nor shall any claim be accepted.

9.1.1 If any attempt to repair the defective goods is made by any

persons not authorised by Digital Audio Group to effect

such repairs; or

9.1.2 If the defective goods have been modified or incorrectly

stored, maintained or used.

9.2 Should Digital Audio Group elect to repair or replace any defective

goods, such repair or replacement shall be effected at such place

as Digital Audio Group may specify and the buyer shall be

responsible at it’s cost and it’s risk for shipment of the defective

goods to be the place or places so specified.

9.3 If the goods or any component or components thereof are not

manufactured by Digital Audio Group, then foregoing warranty

shall not apply to such goods, component or components and no

warranties are given by Digital Audio Group in respect thereof. In

the case where the manufacturer or supplier of any such goods,

component or components provides any warranty, then Digital

Audio Group (to the extent that it is able to do so) shall endeavour

to make such warranty available to the buyer.

9.4 If Digital Audio Group fails to perform it’s warranty obligations

under clause 9.1 hereof, Digital Audio Group’s liability for such

failure shall be limited to damages which shall be subject to the

limitation contained in clause 10.2 hereof.

10. Liability

10.1 Digital Audio Group shall not be liable for any loss of profits or any

consequential indirect or special loss, damage or injury of any kind

whatsoever suffered by the buyer arising directly or indirectly from

any breach of any Digital Audio Group’s obligations arising under

or in connection with the contract or from any cancellation of the

contract or from any negligence on the part of Digital Audio

Group, it’s servants, agents or contractors nor shall Digital Audio

Group be liable for any loss, damage or injury caused to the

buyer’s servants, agents, contractors, customers, visitors,

tenants, trespassers or other persons whomsoever (whether

similar to the forgoing or not) arising as foresaid. The buyer shall

indemnify Digital Audio Group against any claim by any of the

foregoing persons in respect of any loss, damage or injury arising

as foresaid.

10.2 Notwithstanding anything hereinbefore contained in this clause or

contained elsewhere in this contract, the liability of Digital Audio

Group, whether in contact or pursuant to any cancellation of the

contract or in tort or otherwise howsoever, in respect of all claims

for loss, damage or injury arising from breach of any of Digital

Audio Group’s obligations arising under or in connection with the

contract, from any cancellation of the contract or from any

negligence on the part of Digital Audio Group, it’s servants, agents or contractors shall not in aggregate exceed the contract price.

11. Default or Indemnity

11.1 Defaults in the payment of any moneys payable to Digital Audio

Group, whether under the contract or otherwise, or if the buyer

is in default in the performance of it’s obligations under the

contract or any other contract between Digital Audio Group and

the buyer: or

11.1.2 Shall commit any act of bankruptcy, enter into any

composition or arrangement with it’s creditors or (in the

case of a company) do any act which would render it

liable to be wound up or if a resolution is passed or a

petition id filled for the winding up of a buyer or if a

receiver and manager or statutory manager shall be

appointed over all or any of it’s assets, then Digital Audio

Group, without prejudice to any other right it has at law

or in equity may, at it’s option, suspend or terminate the

contract, and payment for the goods delivered and work

performed up to the date of such suspension or

termination and any other moneys payable hereunder

shall immediately become due and payable.

11.2 In any case of the events specified in clause 11.1 hereof Digital

Audio Group also reserves the right, as the agent of the buyer

(and without notice), to enter upon the premises where the

goods are situated and take possession of and remove the

same being responsible for any damage thereby caused, and

Digital Audio Group may resell any or all of the goods and apply

the proceeds in or towards payment of the contract price and

all other moneys owing to Digital Audio Group by the buyer. All

costs and expenses of or incurred by Digital Audio Group as a

result of any such action together with transportation and

storage charges shall be payable by the buyer upon demand.

Any suspension of the contract by Digital Audio Group shall not

prevent it terminating the contract during the period of

suspension.

12. Intellectual Property

12.1 All intellectual property rights including (but not limited to) all

patent, registered design or copyright in all drawings,

specifications and other technical information provided by

Digital Audio Group to the buyer in connection with the contract

or otherwise is vested exclusively in Digital Audio Group.

12.2 If any goods are to be supplied by Digital Audio Group to the

buyer’s design, the buyer hereby warrants that the manufacture

and supply of such goods by Digital Audio Group will not

infringe any patent, copyright, registered design or other rights

of any other person and the buyer agrees to indemnify Digital

Audio Group against any liability incurred by Digital Audio Group

including any costs and expenses in the event of any claim

being made that the manufacture or supply of such goods by

Digital Audio Group infringes any patent, copyright or other

rights of any other person.

13. Dimensions and Specifications

13.1 Dimensions and specifications contained or refered to in the

contract or in any catalogues or other publications maintained

or issued by Digital Audio Group are estimates only. Unless

otherwise expressly agreed in writing, it is not a condition of the

contract that the goods will correspond precisely with such

dimensions and specifications, and customary tolerances, or in

the absence of customary tolerances, reasonable tolerances

are allowed.

14. Colour

14.1 Should Digital Audio Group be obligated to match any shade of

colour, a tolerance shall be allowed to such extent as shall be

agreed upon by Digital Audio Group and the buyer, and in the

absence of any agreement, a reasonable tolerance shall be

allowed.

15. Contract

15.1 These conditions of sale shall, together with any provisions

expressly included in writing in the quotation (where the

contract arises from a quotation by Digital Audio Group, or the

items contained in Digital Audio Group’s confirmation or order

(where the contract arises from any order by the buyer), be the

conditions of the contract for the sale of the goods.

15.2 Subject to any overriding provisions of any statute or regulation

all other conditions, warranties, descriptions, representations,

conditions as a fitness of suitability for any purpose, tolerance

to any conditions, merchantability or otherwise (whether of a

nature or not) and whether express or implied by law, trade

customs or otherwise are expressly excluded.

15.3 In the case of any conflict between an order or other document

submitted by the buyer on the one hand, and Digital Audio

Group’s confirmation of order and/or these trading terms and/or

and such other document issued by Digital Audio Group on the

other hand the provisions of Digital Audio Group’s confirmation

of order and/or these conditions of sale and/or such other

document issued by Digital Audio Group shall prevail.

15.4 In the event of any conflict between these conditions of sale on

the one hand and Digital Audio Group’s confirmation of order

and/or any other document issued by Digital Audio Group on

the other hand, the provisions of these conditions of sale shall

prevail except in the case of a clear and intentional written

variation in the confirmation of order or other such document.

15.5 No agent or representative of Digital Audio Group is authorised

to make any representations, warranties, conditions or

agreement not expressly confirmed by an authorised officer of

Digital Audio Group in writing and Digital Audio Group is not in

any way bound by any such unauthorised statements nor can

any such statements be taken to form a contract or part of a

contract with Digital Audio Group collateral to the contract.

16. Waiver

16.1 All of the original rights, powers, exemptions and remedies of

Digital Audio Group shall remain in full force notwithstanding any

neglect, tolerance or delay in the enforcement thereof. Digital

Audio Group shall not be deemed to have waived any condition

unless such waiver shall be in writing under signature of Digital

Audio Group or an authorised officer thereof and any such

waiver, unless the contrary shall be expressly stated, shall apply

to and operate only in a particular transaction, dealing or matter.

17. No Assignment

17.1 The buyer may not assign all or any of his rights or obligations

under the contract without the prior written consent of Digital

Audio Group.

18. Governing Law

18.1 The contract shall in all respects be deemed to be a contract

made in New Zealand and the construction validity and

performance of the contract shall be governed by New Zealand

law. The exclusive jurisdiction of the New Zealand courts to

entertain all claims and actions arising out of the contract is

accepted and acknowledged by the buyer provided however

that Digital Audio Group shall be entitled to commence any

action arising out of respect of the contract in any other court.