Piccadilly Shoes Ltd , (made in Brazil), offers organizations from New Zealand, Australia and the Pacific cooperation in purchasing Piccadilly women's shoes.

Piccadilly Shoes Ltd provides the following terms of cooperation for those who need to be comfortable while wearing uniform:

1) Corporate line (Perfect for hotels, duty-free shops, flight crew members and customer service teams in airports);

2) Healthcare line (Ideal for hospital, clinic and spa teams);

3) Business Line (Perfect for business executives who won’t go without comfort).

The following terms apply to all shoes supplied by Piccadilly Shoes Limited (the "Supplier") to you, the Organization.

1. Duration of agreement
1.1 This agreement will commence on _____________________ and will continue until
____________________ (the "Term") unless it is terminated earlier by either of the parties.
1.2 This agreement may be renewed at the end of the Term if both parties agree.

2. Orders
2.1 All orders must be made in writing, unless the Supplier agrees otherwise.
2.2 You must send the Supplier your orders within the following timeframes:

a. Orders from the Supplier's new season collection must be made 2 – 3 months prior to
the requested delivery date (exact timeframes are dependent on the requirements of
the factory which delivers the shoes to the Supplier).
b. Orders from stock that the Supplier holds in its New Zealand warehouse must be
made at least 10 working days prior to the requested delivery date.

2.3 All orders must contain the following information:

a. A description of the shoes ordered; and
b. The quantity required; and
c. The size range required; and
d. The requested delivery date; and
e. The place of physical delivery.

2.4 Any term or condition contained in your order which is inconsistent with, purports to qualify, or
is contrary to the terms of this agreement has no effect unless agreed to in writing by the
Supplier.
2.5 Any variation, waiver or cancellation of your order has no effect unless agreed to in writing by
the Supplier.
2.6 The Supplier is not obliged to accept any of your orders.

3. Price
3.1 The Supplier's prices will be set out in the price list issued by the Supplier (from time to time) plus a freight, packing, and insurance charge set out in that price list.
3.2 GST will be added to the Supplier' prices.
3.3 All prices and freight, packing and insurance charges are subject to alteration without notice
to you, but any alteration will not affect orders already accepted by the Supplier.
3.4 All payments for shoes supplied by the Supplier to you are due (without deduction) within the
following timeframes (time being of the essence):

a. For orders from stock that the Supplier holds in its New Zealand warehouse, within 30
days after the date of the Supplier's invoice; or

b. For orders from the Supplier's new season collection: 

i. Minimum 30% of the total price is due when the Supplier informs you that it has placed the order with its supplier; and

ii. The balance of the total price is due when the Supplier informs you that the
shoes are available to be delivered to you.

3.5 If you have not placed an order with the Supplier before, the Supplier may agree, in its
discretion, to defer the requirement for payment for the shoes supplied under your first order
until 3 months after the date of the Supplier's invoice, to assist you in marketing the shoes.
3.6 Interest at 12 % per annum (calculated daily) will be payable on any overdue payment for the
period from when payment is due until payment (together with interest) is made. You will also
be liable for any costs and expenses incurred by the Supplier in obtaining any overdue
payment.

4. Delivery

4.1 On acceptance of your order, the Supplier will, as soon as it reasonably can, inform you of the
estimated delivery date for the shoes ordered.
4.2 The Supplier will use its best endeavours to deliver the shoes ordered on or before the
estimated delivery date. However time of delivery will not be of the essence and the Supplier
will have no liability to you if there is a delay.
4.3 The Supplier reserves the right to refuse to deliver goods to you if any payment due from you
to the Supplier in respect of shoes previously delivered remains outstanding but refusal to
deliver if payment is outstanding in no way releases you from your obligations to the Supplier.
4.4 Within 5 days after the actual time the shoes are delivered to your premises, you must inspect
the shoes and inform the Supplier of any shortfall or damage to them or defect in them. If
you do not you will be deemed to have accepted that the shoes comply to your order and are
undamaged and are not defective. The Supplier will then be under no liability to you if the
shoes do not actually comply with your order or are damaged or defective.
4.5 The Supplier may require you to complete a defect report if you believe the shoes delivered
are faulty.
4.6 You must give the Supplier the opportunity to investigate and test the shoes for any damage
or defect.
4.7 In respect of any shortfall the Supplier's liability to you is limited to, at the Supplier's option,
making up that shortfall or refunding you the purchase price of the shoes that fell short.
4.8 In respect of any damage to the shoes or defects in the shoes, the Supplier' liability to you is
limited to, at the Supplier's option, replacing the shoes, repairing the shoes, or refunding you
the purchase price of the damaged or defective shoes.
4.9 You agree that the following circumstances do not usually constitute defects in the shoes and
you may not be entitled to have the shoes repaired, replaced or the purchase price refunded if
they occur:

a. Shoes which contain metallic or printed insoles may suffer natural wear and tear with
use; and
b. Polyurethane may be used in the shoes. If the shoes are stored incorrectly for more
than a year in a dark and humid place, sometimes this may trigger the hydrolysis
process which may cause the appearance of cracks in the upper and sole; and
c. The toe of the shoes and lined, painted or plated heels may become damaged from
long-term or incorrect use; and
d. Natural discomfort can occur from use of high-heeled shoes which increase pressure
on the feet. Discomfort from use of the shoes may not indicate that the shoes are
defective; and 
e. Small folds may appear on the shoes due to the natural flexion of the feet while
walking.

5. Errors
5.1 Errors (in computation or otherwise) in any quotation, statement or invoice may be corrected
at any time by the Supplier.

6. The Supplier’s liability
6.1 Except as expressly set out in this agreement, all representations, conditions and warranties
(express or implied) applying between us, whether under any legislation or otherwise are
excluded.
6.2 The Supplier and any director or agent of the Supplier will not in any circumstances be liable
for any consequential loss (including loss of profits) suffered by you as a result of the
operation of this agreement or in connection with any products ordered.
6.3 If the Supplier or any director or agent of the Supplier is liable to you or any other person,
whether under any legislation, in contract, in tort (including negligence), in equity, or
otherwise, their total liability is limited, so far as the law allows, to the cost of repair or
replacement of the shoes ordered.
6.4 The provisions in this part are intended to confer benefits on the directors and agents of the
Supplier for the purposes of the Contracts (Privity) Act 1981 and will continue after the expiry
or termination of this agreement.

7. Risk
7.1 Risk in the shoes will pass to you at the time the shoes are delivered to your premises.

8. Security interest in the shoes
8.1 The Supplier retains legal and beneficial ownership and a security interest in the shoes
ordered and their proceeds until you make full payment for the shoes. Until then (despite any
other provision in this agreement):
a. The Supplier has a security interest in the shoes and their proceeds; and
b. You must store the shoes at your premises specified in this agreement in such a way
that they are clearly identified as the Supplier’s collateral; and
c. You may sell the shoes but only in the ordinary course of business to your customers.
8.2 If you breach these terms of sale, the Supplier may, without prejudice to any other rights or
remedies it may have, immediately repossess the shoes and dispose of them in any way it
sees fit, stop further deliveries to you, or cancel any contract with you.
8.3 For the purposes of repossessing the shoes, the Supplier or its representatives may enter
your premises without notice and remove the shoes without being in any way liable to you or
any person claiming through you. If this happens the Supplier and its representatives will not
be liable to you or any person claiming through you.
8.4 You acknowledge that this is a security agreement and that the Supplier may register a
financing statement in respect of this agreement.
8.5 You acknowledge and agree that the shoes are inventory.
8.6 You must immediately, on request by the Supplier, sign all things and do all other things to
ensure the Supplier obtains a first ranking security interest in the shoes and other collateral
under this agreement (including, without limitation, procuring the consent of any other secured
creditor who will hold or holds security over the shoes or other collateral).
8.7 You waive your right to do any of the following:

a. Object to the Supplier’s proposal to retain any personal property under section 121 of
the PPSA;
b. To receive a copy of the verification statement confirming registration of a financing
statement or a financing charge statement relating to the security interest created by
this agreement.

8.8 You acknowledge that the shoes will be acquired for business purposes and agree that the

Credit (Repossession) Act 1997 will not apply.

9. Tampering
9.1 You must not tamper with the shoes unless the Supplier agrees.

10. Waiver
10.1 These terms are incapable of being waived or modified by word of mouth or conduct. All
modifications and waivers must be agreed to in writing by the Supplier. Any modifications or
waivers only operate in respect of a single order unless otherwise agreed to in writing by the
Supplier.

11. Agency
11.1 You may not hold yourself out as being the Supplier' agent.

12. Consumer Guarantees Act
12.1 You acknowledge that the shoes are supplied on the basis that they are being acquired for
the purpose of resupplying them in trade.

13. Intellectual Property
13.1 No warranty either expressed or implied is given by the Supplier that any confidential
information or intellectual property used by it will not infringe any patent, trade mark or other
proprietary right.
13.2 You must not use any registered patent rights, or any designs, copyright, or trademarks
owned by the Supplier and any other trade name, style or get-up used by the Supplier in
respect of its business or the shoes delivered to you, and any property and rights of a similar
nature owned by the Supplier anywhere in the world except with the express permission of
the Supplier and on terms specified by the Supplier.

14. Termination
14.1 Either party may terminate this agreement immediately by notice in writing to the other if the
other:

a. Commits a breach of this agreement (including failing to make payment) which in the
case of a breach capable of remedy is not remedied within 30 days of the receipt by
the other of a notice from the innocent party identifying the breach and requiring its
remedy; or
b. Becomes insolvent or enters into liquidation or bankruptcy or compounds with or
compromises with or convenes a meeting of its creditors or has a receiver or similar
statutory manager appointed over all or any part of its assets, or
c. Ceases to function as a going concern or to conduct its operations in the normal
course of business.

15. Dispute Resolution
15.1 The parties must attempt to resolve any disputes between them in good faith by using
mediation prior to commencing legal proceedings.
15.2 This clause will not apply to an application by any party seeking urgent and declaratory relief
from any court.

16. Force Majeure
16.1 Neither party is in breach of this agreement if there is any total or partial failure of
performance by it of its duties and obligations under this agreement caused by any act of
God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention
from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of
whatever nature, outbreak of an epidemic or pandemic of disease or illness and any other
reason beyond the control of either party.
16.2 If either party is unable to perform its duties and obligations under this agreement as a direct
result of the effect of one of those reasons that party must give written notice to the other of
that inability stating the reason.
16.3 The operation of this agreement will be suspended during the period (and only during the
period) in which the reason continues. Immediately upon the reason ceasing to exist the
party relying upon it must give written advice to the other of this fact.
16.4 If the reason continues for a period of more than 30 days and substantially affects the
commercial basis of this agreement the party not claiming relief under this clause may
terminate this agreement upon giving 30 days written notice of such termination to the other
party.

17. Guarantee
17.1 The following clauses in this part apply only where you (the Retailer) is a company
incorporated under the Companies Act.
17.2 In consideration of the Supplier agreeing to (from time to time) supply shoes to the Retailer (at
the Guarantor's request) the Guarantor unconditionally guarantees to the Supplier the
punctual payment by the Retailer of all moneys payable (from time to time) to the Supplier
and the performance by the Retailer of it's obligations to the Supplier under this agreement.
17.3 This guarantee will not be affected by:

a. The granting of any indulgence or concession to the Retailer; or
b. Any alteration to these terms of sale; or
c. The fact that this guarantee is not signed by all of the directors of the Retailer; or
d. Any other act, omission or event which but for this provision might operate to
discharge, impair or otherwise affect the Guarantor's obligations under this guarantee
or any of the rights, powers or remedies conferred upon the Supplier by this
guarantee.

17.4 As between the Guarantor and the Supplier the Guarantor may for all purposes be treated as
the Retailer and the Supplier shall be under no obligation to take proceedings against the
Retailer before taking proceedings against the Guarantor/s.
17.5 This guarantee may be terminated at the Guarantor's option by giving the Supplier one
month's notice in writing. The Guarantor will not be liable under this guarantee in respect of
any shoes ordered after this guarantee is terminated but will remain liable in respect of shoes
ordered before this guarantee is terminated.
17.6 Where two or more persons are named as Guarantors, their obligations under this guarantee
are joint and several and a reference to the Guarantor means any one or more or all of them.

Name of Organization: ____________________________________________
Name of Guarantor/s:
____________________________________________
____________________________________________
Premises where shoes are to
be stored: ____________________________________________
____________________________________________
The Organization agrees to these terms.
In consideration of the Supplier entering into this agreement with the Retailer the Guarantor/s agree/s
to these terms and grant the guarantee and indemnity in favour of the Supplier.
Date: __________________________
Signed by the Organization: __________________________
Signed by the Guarantor/s: ___________________________
___________________________