General Conditions

Background

These General Conditions are part of your agreement with the Creditor. The Agreement between the Customer (and any of its Guarantors) and the Creditor governing the Facility consists of: (a) the Facility Agreement; (b) any document under which a Security is given (including its Schedule of Terms); and (c) these General Conditions.

Definitions

In these General Conditions, the following definitions apply unless the context otherwise requires:

• Annual Interest Rate means the annual interest rate specified in the Facility Agreement.
• CCCFA means the Credit Contracts and Consumer Finance Act 2003.
• Creditor means "Creditor" as defined in the Facility Agreement and includes the Creditor's assignees or transferees.
• Commencement Date means the commencement date as set out in the Facility Agreement.
• Customer means the person or persons described as the "Customer" in the Facility Agreement.
• Customer's Account means the account in which debits or credits relating to the Loan are recorded.
• Default Interest Rate means the default interest rate as set out in the Facility Agreement.
• Full Prepayment means the payment of the Unpaid Balance before the last amount to be paid under the Agreement becomes payable.
• Guarantor means the person stated as the Guarantor under the Facility Agreement.
• Loan means the loan to be made by the Creditor to the Customer on the terms and conditions in the Agreement.
• Loan Amount means the total advances as specified in the Facility Agreement.
• Part Prepayment means the payment of an amount that is less than the Unpaid Balance before that amount is payable under the Agreement.
• PPSA means the Personal Property Securities Act 1999.
• Security(ies) means a security given to the Creditor for the Customer's obligations.
• Unpaid Balance means the amount owing under the Agreement at a particular time.
• Working Day means a day of the week other than a Saturday, Sunday, or public holiday in Christchurch, New Zealand.

Loan

The Agreement records the terms and conditions on which the Creditor is to make a Loan to the Customer. The amount of the Loan is set out in the Facility Agreement. Unless otherwise agreed, the Creditor will advance the Loan Amount when the Facility Agreement has been completed and signed, all lending conditions have been satisfied, required Securities have been received, and the Customer is not in default. The Loan Amount will only be advanced in one sum.

Term

The Loan is for the term as set out in the Facility Agreement, commencing on the Commencement Date.

Interest and Default Interest

The Customer must pay interest on the Loan. Interest charges will accrue at the Annual Interest Rate on the Unpaid Balance. In the event of default in payment, interest charges will accrue at the Default Interest Rate on the amount in default while the default continues. Interest charges are calculated and accrue each day by applying the applicable daily interest rate (being the Annual Interest Rate divided by 365) to the Unpaid Daily Balance.

Payments

The Customer will make payments to the Creditor in accordance with the Specified Schedule of Payments. All payments made by the Customer or any Guarantor under this Agreement shall be made without any set-off or counterclaim, deduction, or withholding (except to the extent required by law). If a law requires a deduction or withholding for or on account of any tax, the amount payable is to be increased so that the Creditor receives the full amount it would have been entitled to receive absent the deduction.

Prepaying the Loan

Part Prepayments

The Creditor may, at its sole discretion, decline to accept any Part Prepayment. If the Creditor accepts a Part Prepayment, the Creditor will provide a variation letter with details of the changes to the Loan as soon as practicable.

Full Prepayment

The Customer may make a Full Prepayment at any time. The amount required is the sum of: the Unpaid Balance at the time of Full Prepayment; a credit fee to compensate the Creditor for administrative costs; and a fee not exceeding a reasonable estimate of the Creditor's loss from the Full Prepayment, calculated using the formula in the Credit Contracts and Consumer Finance Regulations 2004.

Dating and Adjustment of Debits and Credits

A debit or credit made by the Creditor to the Customer's Account is taken to have been made on the date assigned by the Creditor and not on the date on which it is processed. The Creditor may subsequently adjust debits or credits to accurately reflect the legal obligations of the parties, subject to the limitations set out in the CCCFA.

Fees and Charges

All expenses and liabilities incurred by the Creditor in relation to the Loan are to be paid by the Customer and will be debited to the Customer's Account. If the Customer breaches this Agreement or enforcement action is taken, the Customer will pay default fees at the rates specified in the Facility Agreement. The Creditor may vary fees and charges upon written notice to the Customer with at least 5 Working Days' notice. Fees payable under the Agreement are not refundable.

Customer and Guarantor Confirmations, Representations, Warranties and Undertakings

The Customer and each Guarantor confirms, represents, warrants and undertakes that: all information provided to the Creditor is true and correct and not misleading; no representation has been made other than those in the Agreement; there are no undisclosed Security Interests over relevant property; all material facts have been disclosed; and the Customer and each Guarantor understands and accepts the terms of the Agreement.

Default

Events of default include: default in payment; failure to meet other obligations; any Guarantor failing to meet obligations; death, insolvency, or bankruptcy of the Customer or Guarantor; any representation being untrue or misleading; a Security Agreement Default; or an event that may cause a material adverse change in the ability of the Customer or any Guarantor to meet their obligations.

Upon an event of default, the Creditor may (after giving any notice required by law): require the Customer to pay the entire Unpaid Balance immediately; enforce against any Security Interest; and exercise any rights available at law.

Guarantee

Each Guarantor guarantees to the Creditor payment of the entire Unpaid Balance and the performance of the Customer's obligations under the Agreement. The Guarantor shall be liable as if a principal debtor and shall be liable to pay upon demand. If there are two or more Guarantors, each shall be jointly and severally liable. No waiver, giving of time, indulgence, or other dealing by the Creditor shall release the Guarantor from any obligation.

Power of Attorney

Each Customer and Guarantor irrevocably appoints the Creditor and any one director of the Creditor severally to be their attorney to do anything and to sign any document which the attorney considers desirable to ensure the Creditor is paid the entire Unpaid Balance and to protect the interests of the Creditor. This power continues until the entire Unpaid Balance has been paid in full.

General

Right to Cancel

The Customer may cancel the Agreement in accordance with sections 27 to 31 of the CCCFA. Any notice of cancellation must be given in writing and in accordance with the CCCFA.

Notices

Notices under the Agreement must be given in writing and are deemed validly given if delivered personally, sent by post to the address in the Facility Agreement, or sent by electronic communication to the specified address.

Waiver

No failure by any party to enforce or insist upon the strict observance of any provision, or to exercise any election or discretion, will operate as a waiver of those matters or rights.

Partial Invalidity

If any provision of the Agreement is invalid, void, or unenforceable, such provision shall be severable and deemed deleted from the Agreement without affecting the validity or enforceability of the remaining provisions.

Assignment

The Customer may not assign or transfer any rights, benefits, or obligations under this Agreement. The Creditor may assign or transfer any of its rights, benefits, and obligations under this Agreement.

Governing Law

This Agreement is governed by and construed according to New Zealand law.

Privacy

The Creditor agrees to comply with its privacy policy (as amended from time to time) and the Privacy Act 2020. The Creditor may disclose information relating to the Customer, a Guarantor, or any Loan to any authority or agency where required to comply with applicable law or where the Creditor reasonably believes disclosure will assist in the investigation, detection, or prevention of fraud or other criminal offences including money laundering.

Electronic Disclosure and Notices

The Customer and each Guarantor consents to all forms of disclosure under the CCCFA and any notice from the Creditor being made in electronic form by means of electronic communication. The Creditor may decide to provide continuing disclosure statements electronically via its website in accordance with section 21(1)(b) of the CCCFA.

Variation

To the extent permitted by law, the Creditor may vary these General Conditions and any Security Agreement at any time, with notice provided to the Customer and Guarantor as required. Any resulting variation will take effect from the time stipulated by the Creditor. If any terms of a Facility Agreement are inconsistent with these General Conditions, the terms of the Facility Agreement will prevail.