New Account Application

1. NAMEOFYOURCOMPANY:

Address of Registered Office:

Names and Addresses of Directors: Full Name: Home Address: Telephone:

2. TRADE/INDIVIDUALNAME:(PLEASECOMPLETEIFYOU’REASOLETRADER)

Occupation/Nature of Business:

Names and Addresses of Owners / Principals: Full Name: Home Address: Telephone:

3. TOBECOMPLETEDBYALLAPPLICANTS:

Street Delivery Address of Business:

Postal Address/PO Box Number:

Telephone No: Fax No: E-Mail:

Name of Sales Contact:

Accountant: Solicitor:

Bank: Branch: How Long in Business:

CREDIT REFERENCES: Full Name: Home Address: Telephone:

Newaccount/creditapplication

I/WE hereby make application for a credit account to be opened in the name of the above company/business.

I/WE agree to pay on demand all collection costs and solicitors’ fees, charges and/or costs and enforcement costs incurred or expended in recovering payment of this account.

I/WE have read and understand your Terms of Trade (in this document) and agree to abide by them.

I/WE understand that the opening of an account and the granting of any credit arrangement is solely within the discretion of Reef Sports. (N.Z.)LTD.

DIRECTORS/PRINCIPALS SIGNATURE: Name in Block Letters

DIRECTORS/PRINCIPALS SIGNATURE: Name in Block Letters:

Title: Date:

(e.g Director of Company Secretary, Owner or Principal of Firm)

ContinuingGuaranteePlease also complete this form.

TO: REEF SPORTS LTD

IN CONSIDERATION of you agreeing to supply sports and leisure products to:

A duly incorporated company having its registered office at:

(hereinafter referred to as “the Company”) and of your dealing generally with the Company in the ordinary course of your business.

I HEREBY AGREE with you as follows:

1. I GUARANTEE to you the due payment of all monies which are now or shall hereafter become due and owing to you by the said Company for all goods as you may from time to time supply to it.

2. WITHOUT prejudice to the generality of Clause 1, I HEREBY SPECIFICALLY GUARANTEE to you observance and performance by the Company of all obligations under or arising out of any trade agreements now existing or hereafter made between the Company and you AND I INDEMNIFY you against non-observance or non-performance by the Company of such obligations and against all claims costs and expenses arising therefrom.

3. THE guarantee contained herein shall be a continuing guarantee to you for all debts whatsoever and whensoever contracted by the said Company with you, and shall not be determined by my death or by the termination of your relationship with the Company or by the liquidation of the Company.

4. I further agree that as between you and the said Company I am to be regarded as a principal debtor and my liability hereunder shall not in any way be affected by any extension of time payment concession or indulgence of any sort, accorded to the said Company, or by any prior demand of payment which may have been made upon it.

5. IT is expressly agreed that “Guarantor” hereunder includes the guarantor his executors and administrators and where there are more than one guarantor, they are bound jointly and severally.

6. I acknowledge that I have been provided with a copy of an Application for Credit and Terms of Trade completed on behalf of the Company and agree that the remedies for default contained therein are reasonable and that any penalties imposed in the Company form part of this Guarantee.

DATED this day of

GUARANTOR

WITNESS

Name:

Address:

Occupation:

Signature:

TERMS OF TRADE

1. Definitions

a. The term “Goods” means all goods or other property that may be supplied by Reef Sports Limited (“the Seller”) to the Buyer and, for the avoidance of doubt, in each case includes all such Goods and property so supplied: (a) whether or not described by item or kind that enables them to be identified; or (b) which are or comprise inventory of the Buyer.

b. The term “PPSA” means the Personal Property Securities Act 1999.

c. The term “Buyer” means the Company or individual that has completed the Credit Application on the reverse of this document.

d. Terms defined in the PPSA shall have the same meaning in these Terms of Trade.

2. Acceptance

a. Unless expressly altered or notified in writing by the Seller these Terms of Trade (“these Terms”) shall be deemed incorporated into and form part of all contracts involving Goods supplied by the Seller and shall replace all previous agreements between the parties.

b. Any instructions received by the Seller from the Buyer for the supply of Goods shall constitute acceptance of these Terms.

3. UseofInformation

a. The Buyer agrees that the Seller may collect, retain and use any information about the Buyer, and may disclose such information to any person for the purpose of assessing the Buyers creditworthiness, enforcing the rights under these Terms, or marketing any services provided by the Seller to any other party.

b. Where the Buyer is a natural person the authorities under the above clause are authorities or consents for the purposes of the Privacy Act 1993.

4. Prices

a. Where shown retail prices are suggested recommendations only and are in no way mandatory

b. All prices quoted are exclusive of Goods and Services Tax and freight charges.

c. Prices are subject to alteration from time to time to cover increased import duties, currency fluctuations and manufacturers price changes. (All efforts will be made to inform the Buyer prior to delivery of any price variations).

5. FreightandInsurance

Freight is payable by the Buyer on all purchases, unless otherwise arranged in writing.

6. Cancellations

Cancellations must be in writing at least 30 days prior to delivery date and are subject to approval by the Seller.

7. PaymentsandDiscounts

a. Unless otherwise stated in writing by the Seller all payments will be due by the 20th of the month following delivery of the Goods.

b. Payments are to be made to the principal place of business of the Seller, or by direct debit, or by electronic banking to the account of the Seller.

c. Indent and incentive discounts (where applicable) will only be allowed when payment is received in full by due date.

d. Any reduction in indents will automatically cancel incentives unless prior consent has been approved by the Seller.

e. The Seller reserves the right to charge interest on all overdue accounts at 1.5% per calendar month until payment and interest has been received in full.

f. Credit may be withdrawn at any time on all overdue accounts.

g. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.

8. RiskandTitle

a. Possession of the goods and risk passes to the Buyer upon delivery to the Buyer’s premises.

b. The legal and beneficial ownership in all or any part of the Goods supplied by the Seller to the Buyer shall not pass to the Buyer until the Buyer has paid for the same in full and discharged all outstanding indebtedness to the Seller whatsoever regardless of any period of credit provided by the Seller to the Buyer.

9. Restocking

a. Returns will not be accepted without prior consent of the Seller.

b. All returns accepted into stock must be shipped on a prepaid basis and will be charged a 10% restocking fee.

10.SecurityInterest

a. To the extent that these Terms involves the supply of Goods within New Zealand, the provisions of paragraphs 10b to 10d inclusive apply.

b. By accepting delivery of the goods, the Buyer agrees: (a) that these Terms constitute a security agreement for the purposes of section 36 of the Personal Property Securities Act 1999; (b) that a security interest exists in all Goods (and their proceeds) previously supplied by the Seller to the Buyer (if any) and the Buyer grants a security interest in all Goods (and their proceeds) supplied in the future by the Seller to the Buyer; (c) to keep full and complete records of the Goods until payment in full; (d) to return the Goods if requested to do so by the Seller following non-payment of any amount due to the Seller under these terms or non-fulfilment of any other obligation of the Buyer under these Terms, without prejudice to the Sellers other rights and remedies; (e) that the Buyer has received value as at the date of first delivery of the Goods and has not agreed to postpone the time for attachment of the security interest granted to the Seller under these Terms; (f) to irrevocably consent to the Buyer and its agents, without notice and without in any way being liable to any person, entering onto any premises where the Buyer reasonably believes that Goods it has supplied to the Sellers are situated for the purposes of inspecting, stock-taking or, in the event that any amount owing to the Buyer becomes due and payable, reclaiming any Goods in the Buyer’s possession or control (including any Goods that have become an accession under the PPSA) and to dispose of them or retain them for the Sellers benefit; (g) to keep the Goods free and clear of all liens, claims, taxes, charges, pledges, encumbrances, or adverse claims of any nature; (h) that it will not register or allow any person to register a financing change statement or a change demand in respect of the Goods; (i) that it will execute all such further documents and do all such further acts and things as the Seller may reasonably require for the purpose of registering a financing statement or financing change statement on the Personal Property Securities Register; (j) that its proper legal name is stated above and it will not change its name, address or contact details without providing the Seller with 30 days prior written notice; (k) to waive its rights under the PPSA to; (i) receive a copy of any verification statement; (ii) receive a copy of any financing change statement; (iii) receive any notice that the Seller intends to sell the Goods or to retain the goods on enforcement of the security interest granted to it under these Terms; (iv) object to a proposal by us to retain the Goods in satisfaction of any obligation owed by the Buyer to it; (v) receive a statement of account on sale of the Goods; (vi) retain the Goods; (vii) where any Goods become an accession, not have any Goods damaged when the Seller removes the accession, to receive notice of removal of the accession and to apply to the court for an order concerning the removal of the accession; (viii) the

benefits of sections 21, 131, 132, 133 and 134; and (ix) agrees that if, at any relevant time, the Seller does not at that time have priority over all other secured parties in respect of any part of the Goods, then the Buyer and the Seller will, for the purposes of section109(1) of the PPSA, be deemed, in accordance with the entitlement to do so under section 107(1) of the PPSA, to have contracted out of that section but specifically on the basis that, as between them and only to the extent of that part of the Goods and the operation and application of the PPSA, that section 109(1) (but amended only by the deletion of the words “with priority over all other secured parties”) is reinstated and contracted back into; and (l) not to give the Seller a written demand or allow any other person to give the Seller a written demand requiring it to register a financing change statement under the PPSA or enter into or allow any other person to enter onto the Personal Property Securities Register a financing change statement under the PPSA.

c. The Seller authorises the Buyer to sell, in the ordinary course of business of the Buyer, any Goods that are comprised in the Buyer’s inventory.

d. The Buyer agrees to do anything that the Seller reasonably requires to ensure that the Seller has a perfected security interest in all the Goods and a purchase money security interest in each part of the Goods to the extent of the purchase price for that part.

e. The Seller may allocate amounts received from the Buyer in any manner it determines, including in any manner required to preserve any purchase money security interest it has in any Goods.

f. The Buyer agrees on request to reimburse the Seller for all costs and/or expenses incurred or payable by the Seller in relation to registering, maintaining or releasing any financing statement in respect of any security interest under these Terms.

11.PropertyinGoods

a. To the extent that these Terms involve the supply of Goods outside New Zealand: (a) Property in the Goods shall be retained by the Seller and shall only pass to the Buyer when the Seller has received payment in full for all Goods supplied to the Buyer on any account whatsoever; (b) Until such time as the Goods have been paid for in full, the Buyer shall store the Goods supplied by the Seller separately, and in such a manner as to show clearly that they are the property of the Seller. The Seller shall be entitled to enter upon the premises upon which Goods are stored at any time without notice and without prejudice to any of its other rights and remedies, to repossess any Goods not paid for in full; (c) Until such time as the Goods have been paid for in full, the Buyer shall be at liberty to sell the Goods in the ordinary course of business for the benefit of the Seller, and shall hold in trust and account to the Seller for the proceeds of the sale of the Goods.

12.NonDeliveryandShortage

a. The Seller will make every reasonable effort to meet quoted dispatch dates but will not be liable to the Buyer for any loss or damage whatsoever (including consequential loss) caused by a delay in or prevention of dispatch of Goods. The term “consequential loss” includes, but is not limited to, loss of profit, loss of production, loss or use of revenue, cost of capital, loss of or damage to property or equipment, and loss of reputation.

b. Any claims for Goods lost or damaged in transit or short delivered must be made within seven days of receipt to the Seller. Any claim after this time will not be honoured.

c. The Seller has the option of inspection of the Goods before allowing or rejecting the Buyers claim. No Goods may be returned without first obtaining written permission from the Seller.

13.WarrantyandLiability=

a. The Seller shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.

b. The Seller will repair or replace any product with defects in workmanship or materials for a period of 12 months from date of purchase. Normal wear and tear will be taken into consideration.

c. If repairs are carried out on products void of warranty, all labour, parts and freight costs will be charged.

d. Except as otherwise provided by clause 13b and 13c above the Seller shall not be liable for: (a) Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Buyer or another person and whether in contract, or tort, or otherwise and whether such loss or damage arises directly or indirectly from Goods provided by the Seller to the customer; and (b) The Buyer shall indemnify the Seller against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of the Seller or otherwise, brought by any person in connection with any matter, act, omission, or error by the Seller its agents or employees in connection with the Goods.

14.Default

a. These Terms maybe terminated by the Seller immediately on written notice to the Buyer if: (a) the Buyer defaults in its payments due to the Seller; or (b) the Buyer commits any act of bankruptcy or enters into any composition or arrangement with creditors; or (c) where the Buyer is a Company or Incorporation, the Buyer does any act which would render it liable to be liquidated or if a resolution is passed or proceedings for the liquidation of the Company or Incorporation or if a receiver is appointed in respect of all or any of the assets of the Company or Incorporation; or (d) if the Buyer ceases to carry on business or threatens to cease carry on business.

b. In the event of a breach: (a) Any order which is partly or wholly unfulfilled shall by such act be deemed to be terminated to the extent to which the order is incomplete; or (b) the Seller shall be entitled to demand and receive payment for such orders as have been completed; or (c) the Seller may require the Buyer to stop selling or otherwise disposing of the Goods; or (d) cancel this and any other contract of supply with the Buyer; or (e) recover and/or resell any of the Goods and enter any premises that the Seller believes the Goods are stored, and the Buyer grants the Seller irrevocable right and authority to do so.

c. Termination of these Terms shall not relieve the Buyer of it’s obligations to pay all money owed to the Seller by it on any account whatsoever, which money shall be payable immediately not withstanding that the date for payment of the money may not have arrived. Termination of these Terms shall not relieve the Buyer from liability arising from antecedent breach of these Terms.

15.Miscellaneous

a. The Buyer shall not assign any of its rights or obligations under these Terms without the written consent of the Seller.

b. Failure by the Seller to enforce any of these Terms shall not be deemed to be a waiver of any of the rights or obligations the Seller has under them.

c. If these Terms are at variance with the order or instruction of the Buyer, these Terms shall prevail.

d. If any provision of these Terms shall be invalid, void or illegal or unenforceable, the validity existence legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

e. These Terms will in all respects be construed and have effect according to New Zealand law and the parties agreed to submit to the jurisdiction of the appropriate New Zealand courts.

M 021639459P 094755606F 094755604E allen@reefsports.co.nz

4CAtlasPlace,AlbanyP.O.Box35-999BrownsBay,NorthShoreCity0753NewZealand

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