FORTRESS FOUNDATIONS LTD

TERMS OF TRADE

Effective Date: 9 March 2026.

1. Definitions and Interpretation

In these Terms of Trade, unless the context requires otherwise:

"Client" means the person, company, or entity engaging Fortress Foundations to carry out the Works, as named in the Quote.

"Construction Contracts Act" means the Construction Contracts Act 2002 and any amendments.

"Fortress Foundations" means Fortress Foundations Limited a NZ Limited Company No. 9317803.

"Materials" means all physical materials supplied by Fortress Foundations for the Works, including but not limited to concrete, reinforcing steel, polystyrene pods (RibRaft, X-Pod or similar), damp proof membrane, and any other materials specified in the Quote.

"Practical Completion" means the stage at which the Works have been completed in accordance with the Quote and specifications to the point where they can be used for their intended purpose, with no defects or omissions that would prevent such use remaining. Minor omissions or defects that do not affect the use or structural integrity of the Works do not prevent Practical Completion being achieved. Practical Completion is determined in accordance with clause 20 of these Terms.

"Quote" means the written quotation provided by Fortress Foundations to the Client, including any attached plans, specifications, or scope of works.

"Residential Consumer" means a Client who is a natural person engaging Fortress Foundations for work on a household unit for personal, domestic, or household purposes (not for business purposes).

"Trade Client" means a Client who engages Fortress Foundations for business or commercial purposes, including builders, developers, and main contractors.

"Works" means the foundation construction services and supply of Materials described in the Quote, including any agreed Variations.

"Variation" means any change to the scope, specification, or quantity of the Works from what is described in the Quote.

2. Application of Terms

2.1 These Terms of Trade apply to all Quotes, contracts, and agreements between Fortress Foundations and the Client for the supply of Works and Materials.

2.2 By accepting a Quote (whether by written acceptance, verbal acceptance, email, text message, or by instructing Fortress Foundations to commence work), the Client agrees to be bound by these Terms of Trade.

2.3 These Terms of Trade prevail over any terms or conditions put forward by the Client, unless Fortress Foundations has agreed in writing to vary these Terms.

2.4 Where the Works constitute a construction contract under the Construction Contracts Act 2002, these Terms of Trade are subject to and must be read in conjunction with that Act.

3. Quotes and Pricing

3.1 All Quotes are valid for 30 days from the date of issue, unless otherwise stated in writing.

3.2 All prices in the Quote are in New Zealand Dollars and exclude GST unless stated otherwise. GST will be added to all invoices at the applicable rate.

3.3 The Quote is based on the information, plans, and site conditions known to Fortress Foundations at the time of quoting. If actual site conditions differ from those reasonably anticipated, Fortress Foundations may adjust the price by issuing a Variation.

3.4 Fortress Foundations reserves the right to adjust the quoted price if the cost of Materials increases by more than 5% between the date of the Quote and the date the Materials are ordered. Fortress Foundations will notify the Client of any such increase before proceeding.

3.5 Unless stated otherwise, the Quote includes the supply and installation of all Materials required for the Works. The Quote does not include excavation, fill, compaction, drainage, or any work not specifically described in the Quote.

4. Payment Terms

Trade Clients

4.1 For Trade Clients, payment is due on the 20th of the month following the date of invoice, unless otherwise agreed in writing.

4.2 All invoices issued by Fortress Foundations to Trade Clients are payment claims for the purposes of the Construction Contracts Act 2002 and will include a Form 1 notice as required by that Act.

4.3 If a Trade Client disputes any part of an invoice, the Client must issue a payment schedule in accordance with the Construction Contracts Act within the timeframes required by that Act. If no payment schedule is issued, the full amount claimed is due and payable.

Residential Consumers

4.4 For Residential Consumers, a deposit of 25% of the quoted price is due upon acceptance of the Quote. The remaining balance is due within 7 days of the concrete pour being completed.

4.5 Fortress Foundations will not commence work until the deposit has been received in cleared funds.

All Clients

4.6 Payment must be made by direct credit to the bank account specified on the invoice.

4.7 Payment is not considered made until the funds have cleared into the account of Fortress Foundations.

5. Late Payment and Debt Recovery

5.1 For Trade Clients: If any payment is not received by the due date, Fortress Foundations may charge default interest at the rate of 2% per month (24% per annum) on the outstanding amount, calculated daily from the due date until payment is received in full.

5.2 For Residential Consumers: If any payment is not received by the due date, Fortress Foundations may charge default interest at the rate of 1% per month (12% per annum) on the outstanding amount, calculated daily from the due date until payment is received in full.

5.3 The Client will be liable for all costs and expenses incurred by Fortress Foundations in recovering any overdue amounts, including debt collection agency fees, legal costs (on a solicitor-client basis), and any associated administration costs.

5.4 Fortress Foundations may suspend or cease work on any current or future projects for the Client if any payment is overdue. Fortress Foundations will not be liable for any delay caused by such suspension.

5.5 Fortress Foundations may exercise any rights available under the Construction Contracts Act 2002 to recover unpaid amounts, including the right to suspend work under section 24 of that Act.

6. Retention

6.1 Fortress Foundations does not accept retention unless specifically agreed in writing before the Works commence.

6.2 Where retention is agreed, the Client must hold all retention money on trust in a separate bank account in accordance with the Construction Contracts Act 2002. Fortress Foundations has the right to request evidence that retention funds are held on trust at any time.

6.3 Any agreed retention will be released in full upon Practical Completion of the Works, unless a different release schedule is agreed in writing.

7. Variations

7.1 Any change to the scope, specification, or quantity of the Works from what is described in the Quote constitutes a Variation.

7.2 For Variations estimated at $2,000 plus GST or less: A Variation may be agreed verbally on site between the Client (or the Client's nominated representative) and Fortress Foundations (or its representative). Fortress Foundations will confirm the Variation in writing (including by text message or email) to the Client's nominated contact address within 2 working days.

7.3 If the Client does not dispute the written confirmation of a Variation within 2 working days of it being sent to the Client's nominated contact address, the Variation is deemed accepted by the Client.

7.4 For Variations estimated to exceed $2,000 plus GST: The Variation must be approved by the Client in writing (including by text message or email) before Fortress Foundations proceeds with the work, where this is reasonably practicable. If it is not reasonably practicable to obtain prior written approval (for example, where work cannot safely or practically be stopped), Fortress Foundations may proceed and clause 7.2 will apply.

7.5 Variations will be charged at the rates set out in the Quote or, where no applicable rate exists, at daywork rates plus the cost of Materials at cost plus a 20% margin.

7.6 The time for completion of the Works will be extended by a reasonable period to account for any agreed Variation.

7.7 The Client must nominate an email address and/or phone number to receive Variation confirmations at the time of accepting the Quote. If no contact is nominated, the contact details on the Quote will be used.

7.8 Fortress Foundations will retain records of all Variation communications for a minimum of 6 years.

8. Materials and Warranties

8.1 All Materials supplied by Fortress Foundations are included in the quoted price and remain the property of Fortress Foundations until paid for in full (see clause 13, Retention of Title).

8.2 Materials are covered by their respective manufacturer's warranties only. Fortress Foundations does not provide any additional warranty on Materials beyond the manufacturer's warranty. This includes, but is not limited to, RibRaft and X-Pod pod systems, concrete, reinforcing steel, and damp proof membrane.

8.3 Fortress Foundations will, upon request, provide the Client with manufacturer warranty information for any Materials used in the Works.

8.4 Fortress Foundations warrants that the Works will be carried out in a proper and competent manner, using reasonable care and skill, and in accordance with the plans and specifications set out in the Quote.

9. Defects Liability

9.1 Fortress Foundations will remedy any defects in workmanship that are notified in writing within 12 months of Practical Completion of the Works (the "Defects Liability Period"), provided the defect is caused by Fortress Foundations' workmanship and not by any other cause.

9.2 The Defects Liability Period does not cover defects or damage caused by: the Client or any third party; settlement, movement, or ground conditions outside the control of Fortress Foundations; modifications or work carried out by others after the Works are completed; failure by the Client or others to follow engineering or construction specifications; or normal wear and weathering.

9.3 Fortress Foundations must be given reasonable opportunity to inspect any alleged defect before being required to carry out remedial work.

9.4 Any claim for defects must be made in writing to Fortress Foundations within the Defects Liability Period. Fortress Foundations will not be liable for defects notified after the expiry of this period.

9.5 This clause does not limit any rights the Client may have under the Building Act 2004 or, for Residential Consumers, under the Consumer Guarantees Act 1993.

10. Client Responsibilities

10.1 The Client must provide safe and adequate access to the site for Fortress Foundations' vehicles, machinery, and personnel. This includes access for concrete trucks, pump trucks, and delivery vehicles.

10.2 The Client is responsible for providing accurate and complete plans and specifications, including engineering plans, prior to commencement of the Works.

10.3 The Client is responsible for obtaining all necessary building consents, resource consents, and other approvals required for the Works, unless otherwise agreed in writing.

10.4 The site must be cleared, excavated, and prepared to the required levels before Fortress Foundations commences work, unless site preparation is included in the Quote.

10.5 The Client must notify Fortress Foundations of any known underground services, contaminated land, or other hazards on or near the site before work begins.

10.6 Any delay or additional cost caused by the Client's failure to meet its obligations under this clause will be charged to the Client as a Variation.

11. Cancellation

11.1 If the Client cancels the Works after accepting the Quote but before work commences, the Client must pay all costs already incurred by Fortress Foundations (including Materials ordered or delivered, crew allocation, and subcontractor commitments) plus a cancellation fee of 15% of the quoted price. The parties agree that this cancellation fee represents a genuine pre-estimate of the loss Fortress Foundations will suffer as a result of the cancellation, including lost opportunity costs, scheduling disruption, and administration costs, and is not intended as a penalty.

11.2 If the Client cancels or suspends the Works after work has commenced, the Client must pay for all work completed to date, all Materials delivered or ordered, and any other costs incurred by Fortress Foundations as a result of the cancellation or suspension.

11.3 Fortress Foundations may cancel or suspend the Works at any time if the Client fails to make payment when due, breaches any term of this agreement, or becomes insolvent, bankrupt, or enters liquidation or receivership.

12. Subcontracting

12.1 Fortress Foundations may engage subcontractors to carry out any part of the Works without the Client's prior consent.

12.2 Fortress Foundations remains responsible to the Client for the quality and standard of all work carried out by its subcontractors as if Fortress Foundations had carried out the work itself.

12.3 Fortress Foundations is responsible for the health and safety of its subcontractors in relation to the Works, in accordance with the Health and Safety at Work Act 2015.

13. Retention of Title and Security Interest

13.1 Ownership of all Materials supplied by Fortress Foundations remains with Fortress Foundations until payment has been received in full for the Materials and all other amounts owed by the Client to Fortress Foundations.

13.2 The Client grants Fortress Foundations a security interest in all Materials supplied under these Terms of Trade for the purposes of the Personal Property Securities Act 1999 ("PPSA").

13.3 The Client acknowledges that Fortress Foundations may register a financing statement under the PPSA in respect of any security interest arising under these Terms.

13.4 To the extent permitted by law, the Client waives its right to receive a verification statement under the PPSA.

13.5 If the Materials are incorporated into other goods or property before payment is made, the Client agrees that Fortress Foundations' security interest extends to the proceeds of any sale or disposal of those goods or property.

13.6 The Client agrees, to the extent Part 9 of the PPSA applies, that the Client will have no rights under sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.

13.7 Where payment remains outstanding after demand has been made in writing by Fortress Foundations, and except in cases of genuine urgency, Fortress Foundations may, upon giving the Client reasonable prior written notice (not less than 5 working days), enter the Client's premises or any site where the Materials are located to recover Materials that have not been paid for. The Client will not be entitled to claim against Fortress Foundations for any loss or damage arising from such entry, provided Fortress Foundations acts reasonably.

14. Limitation of Liability

14.1 To the maximum extent permitted by law, the total liability of Fortress Foundations (whether in contract, tort including negligence, or otherwise) arising out of or in connection with the Works is limited to the price of the Works as set out in the Quote (including any agreed Variations).

14.2 Fortress Foundations is not liable for any indirect, consequential, or special loss or damage, including loss of profit, loss of opportunity, or delay costs, except to the extent that such liability cannot be excluded by law.

14.3 For Trade Clients, the Consumer Guarantees Act 1993 does not apply to the supply of Works and Materials, and the Client agrees that these Terms represent the entire agreement between the parties in relation to guarantees and warranties. The Client confirms that the Works and Materials are acquired for business purposes.

14.4 Nothing in this clause limits the rights of a Residential Consumer under the Consumer Guarantees Act 1993 or the Building Act 2004.

15. Insurance

15.1 Fortress Foundations holds public liability insurance and any other insurance required by law. Evidence of insurance will be provided upon request.

15.2 The Client is responsible for maintaining contract works insurance (or ensuring that such insurance is in place under any head contract) covering the Works from commencement until Practical Completion.

15.3 Fortress Foundations is not responsible for any loss or damage to the Works caused by events outside its reasonable control, including weather, natural disaster, fire, theft, or vandalism, unless covered by its own insurance.

16. Health and Safety

16.1 Fortress Foundations will comply with all applicable health and safety legislation, including the Health and Safety at Work Act 2015.

16.2 The Client (or the principal contractor on multi-contractor sites) must provide Fortress Foundations with all relevant site-specific safety information before work commences.

16.3 Fortress Foundations reserves the right to stop work if, in its reasonable opinion, site conditions are unsafe. Any delay caused by unsafe conditions will not be the responsibility of Fortress Foundations.

17. Timeframes and Delays

17.1 Any timeframes provided by Fortress Foundations for commencement or completion of the Works are estimates only, unless a fixed completion date is agreed in writing.

17.2 Fortress Foundations will not be liable for delays caused by: weather conditions; the Client's failure to meet its obligations; unavailability of Materials due to supply chain issues; Variations requested by the Client; instructions or delays by third parties (including engineers or council); or any event beyond the reasonable control of Fortress Foundations.

17.3 Where a delay is caused by the Client or any event outside the control of Fortress Foundations, the time for completion will be extended by a reasonable period and any additional costs incurred will be charged to the Client.

18. Force Majeure

18.1 Neither party will be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from a Force Majeure Event.

18.2 A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: earthquake, flood, storm, volcanic eruption, or other natural disaster; pandemic, epidemic, or government-imposed health restrictions; war, terrorism, civil unrest, or government sanctions; significant and widespread disruption to supply chains or transport networks; or any government order, regulation, or restriction that prevents or materially delays performance.

18.3 The party affected by a Force Majeure Event must notify the other party as soon as reasonably practicable and take all reasonable steps to mitigate the effects of the event.

18.4 If a Force Majeure Event continues for more than 60 working days, either party may terminate the affected contract by giving 10 working days' written notice. In such case, the Client must pay for all work completed and Materials supplied up to the date of termination.

19. Dispute Resolution

Trade Clients — Construction Contracts Act Disputes

19.1 Any dispute arising out of or in connection with a construction contract (as defined by the Construction Contracts Act 2002) between Fortress Foundations and a Trade Client will be resolved in accordance with that Act, including the right to adjudication.

19.2 Before commencing adjudication, the parties will attempt to resolve the dispute by direct negotiation in good faith within 10 working days of written notice of the dispute being given.

Trade Clients — Non-CCA Disputes

19.3 For disputes between Fortress Foundations and a Trade Client that do not fall within the scope of the Construction Contracts Act 2002, the following process applies:

(a) The parties will first attempt to resolve the dispute by direct negotiation in good faith within 10 working days of written notice.

(b) If negotiation is unsuccessful, the parties will attempt mediation. The cost of mediation will be shared equally unless the mediator directs otherwise.

Residential Consumers

19.4 Any dispute arising out of or in connection with these Terms or the Works between Fortress Foundations and a Residential Consumer will be resolved as follows:

(a) The parties will first attempt to resolve the dispute by direct negotiation in good faith within 10 working days of written notice.

(b) If negotiation is unsuccessful, the parties will attempt mediation. The cost of mediation will be shared equally unless the mediator directs otherwise.

(c) If mediation is unsuccessful, either party may refer the dispute to the Disputes Tribunal (for claims within its jurisdiction) or to the District Court or High Court as appropriate.

All Clients

19.5 Nothing in this clause prevents either party from exercising any rights under the Construction Contracts Act 2002, including the right to adjudication.

20. Practical Completion and Handover

20.1 Fortress Foundations will notify the Client in writing (including by text message or email) when it considers Practical Completion of the Works has been achieved.

20.2 The Client must inspect the Works within 5 working days of receiving notice under clause 20.1 and notify Fortress Foundations in writing of any defects or incomplete items.

20.3 If the Client does not inspect the Works or does not notify Fortress Foundations of any defects or incomplete items within 5 working days of receiving notice, Practical Completion is deemed to have been achieved on the date of the notice.

20.4 If the Client identifies defects or incomplete items, Fortress Foundations will remedy those items within a reasonable time. Practical Completion is achieved once those items have been remedied to a reasonable standard.

20.5 Disputes about whether Practical Completion has been achieved will be resolved in accordance with clause 19.

21. Intellectual Property

21.1 All intellectual property in plans, drawings, specifications, and designs provided by the Client or the Client's consultants remains the property of the Client or the relevant consultant. Fortress Foundations will not use such materials for any purpose other than carrying out the Works.

21.2 Any proprietary methods, systems, or processes used by Fortress Foundations in carrying out the Works remain the intellectual property of Fortress Foundations or the relevant rights holder.

22. Privacy and Credit Checks

22.1 The Client authorises Fortress Foundations to collect, retain, and use personal information about the Client for the purposes of: assessing creditworthiness; enforcing any rights under these Terms; and debt recovery.

22.2 The Client authorises Fortress Foundations to disclose personal information about the Client to credit reporting agencies, debt collection agencies, and any other party for the purpose of credit assessment or debt recovery.

23. General

23.1 These Terms of Trade, together with the Quote and any written Variations, constitute the entire agreement between the parties.

23.2 Fortress Foundations may amend these Terms of Trade from time to time. The Terms in force at the date the Quote is accepted will apply to that Quote.

23.3 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

23.4 These Terms of Trade are governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.

23.5 A waiver of any right under these Terms is only effective if it is in writing and applies only to the circumstances for which it is given.

23.6 Fortress Foundations may assign any of its rights under these Terms (including any right to recover amounts owed by the Client) without the Client's consent. Fortress Foundations may subcontract any of its obligations under these Terms in accordance with clause 12.

ACCEPTANCE OF TERMS

By accepting a Quote from Fortress Foundations Ltd, the Client confirms that they have read, understood, and agree to be bound by these Terms of Trade.

Fortress Foundations Ltd

Phone: 021 271 3500

Email: admin@fortressfoundations.co.nz

12 McCormack Lane,

Rolleston 7615

Canterbury,

New Zealand

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FORTRESS FOUNDATIONS LTD

TERMS OF TRADE