3

H.—l9d.

of this Contract or in case an order is made or an effective resolution passed for the winding-up of the Company then and in any such case it shall be lawful for the Governor by writing under his hand to cancel this Contract and thereupon this Contract shall be cancelled and all sums of money then due or accruing to the Company from the Government under this Contract shall be forfeited Provided always that if such failure is proved to the satisfaction of the Governor to have been caused by unforeseen circumstances over which the Company could have no control the Governor may rescind such notice of cancellation if given or withhold the giving of such notice upon such terms as he thinks just and equitable Provided further that if the Company commits any breach of any provision or condition of this Contract other than those in this clause hereinbefore specifically mentioned then the Company shall pay to the Governor as liquidated damages for the first breach of any such provision or condition the sum of Fifty pounds (.£SO) of any second breach of such provision or condition the sum of One hundred pounds (£100) and should the Company commit any third breach of such provision or condition then the Governor may cancel this Contract in manner hereinbefore provided. 16. The Governor will pay for each lot of ammunition finally delivered under this Contract within one month from the date of such delivery. 17. The Company shall during the continuance of this Contract be allowed free of charge the use of any empty boxes or cases which in the opinion of the Minister of Defence may at any time be available in the Magazine or Stores of the Defence Department of New Zealand suitable for the delivery of ball or blank cartridges under this Contract such boxes or cases to be removed from the Magazine and Stores of the Defence Department to the Works of the Company by the Company at its own expense. 18. The New Zealand Customs duty paid by the Company during the continuance of this Contract on machinery and stores bona fide imported into New Zealand by the Company for use in. the manufacture of ammunition shall on application be refunded to the Company by the Governor When applying for a refund the Company must submit the Collector of Customs' official receipt for all or any duty paid by the Company. 19. The Company shall not import into New Zealand or erect in its Work's after the date hereof any machinery for the purpose of carrying out this Contract without the written consent of the Governor first had and obtained. 20. If at any time or times during the continuance of this Contract the Governor requires any special suppi)' of small-arms ammunition in excess of the quantity which under the foregoing provisions the Company would be bound to supply he shall give an order to the Company specifying the quantity required and the time within which the same is to -be delivered If within seven days after receipt of such order the Company gives written notice to the Governor that it is able to execute the order within the required time the Company shall be deemed to have accepted the same and shall be bound to supply the ammunition in terms of the order at the same price subject to the same conditions in all respects as in the case of ammunition to be supplied under the other provisions of this Contract If such notice is not duly given as aforesaid the Company shall be deemed to have declined the order and the Governor shall have the right to procure the special supply from the Imperial Military Authorities in such manner and on such terms as he thinks fit or to invite tenders from other sources for the same the Company being in the latter case allowed at the same time to submit its tender. 2.1. The Governor on his part will at all times during the continuance of this Contract keep a reserve store of powder cordite and other explosives sufficient to enable the Company to commence and continue to manufacture Nine million six hundred thousand (9,600,000) rounds of "303 ammunition and will (in terms of clause four (4) hereof) supply the same to the Company from, time to time so as to enable it to perform its part of the Contract and the Company, on its part will at all times during the continuance of this Contract store and keep in stock a sufficient quantity of all other materials necessary to enable it to commence and continue to manufacture Nine million six hundred thousand (9,600,000) rounds Provided that if the Governor desires to change the pattern of the cartridges to be supplied by the Company to the Governor under this Contract the Governor shall give to the Company two years' notice in writing of such intended change before the Company shall be required to deliver to the Governor under this Contract cartridges of such new pattern and if such change of pattern, will in the opinion of the Company render useless or unsuitable the materials which the Company has in compliance with this clause to keep in stock to manufacture the said Nine million six hundred thousand (9,600,000) rounds as aforesaid then the Company may during the last six months of such notice (but no longer) reduce the quantity of such materials it has so to keep in stock to an amount sufficient to manufacture Four million eight hundred thousand (4,800,000) rounds Provided further that after the expiration of the said last six months the quantity of materials to be kept in stock shall be as hereinbefore provided and shall apply to material for the cartridges of the new pattern. 22. The Company shall at its Works in New Zealand maintain a plant and machinery in good order sufficient to manufacture double the minimum ordinary supply of '303 ammunition per annum as specified in clause 3 during the term of this Contract. 23. Upon giving six calendar months' previous notice to the Company of his intention so to do the Governor may at any time during the term of this Contract purchase as a going concern the whole of the works plant and stock-in-trade of the Company in New Zealand including goodwill and including also the Company's estate and interest in the land on which the factory or works are erected (all of which are hereinafter referred to as " the Company's Works ") at the fair value hereof to be ascertained, by arbitration under the provisions of the Arbitration Act 1908 Provided always that the reference shall be deemed to be to two Arbitrators (one to