1 DEFINTIONS AND INTERPRETATION

1.1 In these terms and conditions:

a) “agreement” means these terms and conditions, and any Order entered into under them.

b) “Force Majeure” means unpredictable adverse weather conditions, national industrial strikes (excluding strikes or labour disputes originated by or involving only the relevant party’s workforce or any part of it or the workforce of its agents or sub-contractors), war, acts of God, acts of terrorism, floods, fires, earthquakes or civil disturbance, epidemic, pandemic or public health emergency (or any resulting governmental action including work stoppages, mandatory business, service or other workplace closures, lockdowns of affected areas, quarantines, border closures and/or travel restrictions), which in each case could not reasonably be foreseen and is beyond the reasonable control of the relevant party or its Personnel.

c) “Goods” means the product(s) specified in an Order.

d) “Intellectual Property Rights” include copyright, trade mark, design, patent, semi-conductor and circuit layout rights, moral rights, rights to confidentiality, business and company names and other proprietary rights, and any rights to registration of such rights, whether created in Australia or elsewhere.

e) “Laws” include the standards and requirements of any statute, rule, regulation, proclamation, award, ordinance or by-law, present or future, and whether state or territory, federal or otherwise, and any applicable mandatory standard, code or requirement (regardless of whether administered by or on behalf of a body politic or privately).

f) “Modern Slavery” has the same meaning as in the Modern Slavery Act 2018 (Cth). .

g) “Order” means each order for the supply of Goods and/or Services constituted by an official the Company purchase order form, an electronic message or an EDI message, including all associated specifications, standards, drawings and related documentation.

h) “Personnel” of a party means the officers, employees, agents, contractors and subcontractors of the party.

i) “Pest” means any insect, animal, plant or other organism that is harmful, injurious, destructive, and capable of causing damage or offensive.

j) “Company” means the company specified in an Order and (where the context permits) its Related Bodies Corporate.

k) “Related Body Corporate” has the meaning given to that term in the Corporations Act 2001 (Cth).

l) “Safety Regulations” mean all health, safety, security, operational and procedural requirements and instructions of the Company in respect of its sites, facilities, provision of services and handling and storage of goods (including without limitation, as applicable to the Goods and/or Services).

m) “Services” means the service(s) specified in an Order.

n) “Supplier” means the supplier of the Goods specified in an Order.

1.2 In this agreement, unless a contrary intention appears:

a) headings are for convenience only and do not affect interpretation;

b) a word importing the singular includes the plural and vice versa;

c) the word ‘including’ or any other form of that word is not a word of limitation;

d) a reference to a person includes an individual, the estate of an individual, a corporation, an authority, an association or parties in a joint venture, a partnership and a trust;

e) a reference to a party includes that party’s executors,
administrators, successors and permitted assigns,
including persons taking by way of novation and, in the
case of a trustee, includes any substituted or additional
trustee;

f) a reference to a document (including this agreement)
is to that document as varied, novated, ratified or
replaced from time to time;

g) a reference to a party, clause, Schedule, Part,
attachment or annexure is a reference to that
component of this document;

h) a reference to a statute includes any regulations or
other instruments made under it, and includes
consolidations, amendments, re-enactments and
replacements;

i) a reference to ‘$’ or ‘dollar’ is to Australian currency;
and

j) this agreement must not be construed adversely to a
party just because that party prepared it or caused it to
be prepared.

2 GENERAL

a) The acceptance of an Order by the Supplier includes
acceptance of these terms and conditions as the sole
basis of the sale or supply of the Goods or Services to
the exclusion of any terms and conditions of sale or
supply appearing on any other document of the
Supplier (including without limitation any acceptance of
an Order, invoice or within or attached to
correspondence). Modification of these terms and
conditions expressed in any document of the Supplier
shall not apply unless expressly accepted in writing by
the Company.

b) The Supplier agrees that:
i. notwithstanding any other provision of this

agreement or any Order, it acknowledges that
the Company does not warrant, guarantee, or
make any representation that any Goods and/or
Services (or any particular volume of Goods
and/or Services) will be ordered from or carried
out by the Supplier under an Order; and

ii. it may not be the exclusive supplier to the
Company of the Goods and/or Services.

3 ALTERATIONS

No changes to an Order shall be made without written
agreement of the Company.

4 PRICE

An Order is placed on a fixed, firm and all-inclusive price
basis in accordance with the price(s) listed on the Order and
must cover all of the Supplier’s costs arising from or
connected to the provision of the Goods and/or Services. For
the avoidance of doubt, the Company is not liable for (and
the Supplier must not attempt to charge the Company for)
any additional amount not specified in an Order, including for:
a) delivery of the Goods to the destination stated on the

Order;
b) off-loading of the Goods by the Supplier at the point of

destination, except when mechanical unloading
equipment is required and is specified in the Order;

c) any costs in connection with performance of Services,
including:
iii. any consumables used to perform the Services

(except when agreed in writing by the Company,
and strictly at cost);

iv. all tools, equipment (including personal
protective equipment, telecommunications
devices, and otherwise), transportation,
accomodation, meals, and any other sundry
costs relating to the Personnel who perform the
Services;

v. all insurances relating to the Personnel who
perform the Services (or the Services
themselves, including in relation to
workmanship); and

vi. all training, certifications, licences the Personnel
who perform the Services; or

d) any administrative or back-office costs of any
description.

5 WARRANTIES

5.1 The Supplier represents, warrants and undertakes that
all Goods and/or Services (as applicable) shall be:
a) in accordance with specification in, or attached to or

referred to in, an Order. If no specification exists, then
the Goods and/or Services shall be supplied in
accordance with appropriate industry standard and
best practice, or performed with due care and skill, and
in a professional, competent and diligent manner;

b) in accordance with and conform to the Order and all
applicable Laws;

c) delivered by or performed on (as applicable) the
delivery date specified in the Order;

d) new (unless otherwise specified) and in conformance
with any sample, example, model or prototype
provided to the Company;

e) fit for the purposes for which goods and/or services of
the same kind are commonly supplied and any other
purposes made known to the Supplier;

f) operate as intended, and when combined with other
products (notified in the Order, or which they are
intended to be combined with or which the Supplier
should reasonably have expected they would be
combined with) not cause that combined product or
service to be unfit for purpose, unusable in the manner
intended and/or unsaleable (as applicable);

g) include any relevant instructions, manuals and/or
diagrams required to use the Goods (which
themselves must be free of material errors);

h) delivered free from any lawful security interest, lien,
mortgage, or other encumbrance or right or interest
against the Goods and/or the product of the Services;

i) of merchantable quality and free from defects in
material and workmanship;

j) free of Pests at the time of delivery. If so required by
the Company, the Supplier will, at or before the time of
delivery, provide the Company with certification that
the Goods to be supplied to the Company have been
inspected and are free of Pests; and

k) if the Supplier has a Quality System conforming to
ISO9002, for example, then it shall be applied to the
manufacture and/or supply of the Goods specified.

5.2 The Supplier represents, warrants and undertakes that:
a) the Goods it supplies shall carry any applicable

manufacturer’s warranty which shall pass on to any
purchaser from the Company without liability to the
Company;

b) the Goods and/or Services must not and do not infringe
the Intellectual Property Rights of any third party;

c) it has the necessary skills, expertise and Personnel to
provide the Goods and/or Services as contemplated by
and on the terms of this agreement, and that it holds,
and shall hold at all times while this agreement is in
force, all permits, licences and other authorisations

required by any Law in order to provide the Goods
and/or Services, and to enable it to comply with its
other obligations under this agreement; and

d) it has not engaged in Modern Slavery practices and as
far as it is aware, Modern Slavery practices have not
been and/or are not being undertaken in its supply
chain.

5.3 The Supplier shall not be liable for:
a) any defects or damage caused in whole or in part by

the Companys misuse, abuse, neglect, or other
overload, non-suitable lubricant, improper installation
repair or alteration (other than to the extent caused or
contributed to by the Supplier); or

b) the Companys installation, removal, labour or other
costs (unless specified in an Order).

6 MODERN SLAVERY

6.1 In performing its obligations under this agreement, the
Supplier must comply with all applicable modern
slavery laws including but not limited to the Modern
Slavery Act 2018 (Cth).

6.2 Supplier must take reasonable steps to identify,
assess and address risks of Modern Slavery practices
in the operations and supply chains used in the
provisions of the Goods and/or services.

6.3 If at any time the Supplier becomes aware of Modern
Slavery practices in the operations and supply chains
must take reasonable steps to identify, assess and
address risks of Modern Slavery practices in the
operations and supp

7 TITLE AND RISK IN GOODS

7.1 Title to the Goods shall pass to the Company upon
payment in full of the Goods to the Supplier.

7.2 The title shall be free of encumbrances and all other
adverse interests. Where the Supplier has agreed to
hold Goods at their premises, title shall pass upon
payment for the Goods and risk of loss, damage or
depreciation in the Goods passes to the Company upon
delivery in accordance with the Company’s instructions
and acceptance of the Goods by the Company.

7.3 Risk of the Goods shall be pass to the Company upon
acceptance of Goods by the Company.

8 INSPECTION AND RETURN

8.1 For the purposes of inspection the Supplier shall allow
the Company or its nominated representative access to
the Supplier’s premises and any other premises at which
the Goods are fabricated, produced, stored or otherwise
located, or where the Services are performed. When
required by the Company, the Supplier shall furnish
schedules and progress reports as required by the
Company. Inspection or examination of Goods and/or
the product of any Services by the Company at any time
shall not be construed as evidence of acceptance of the
Goods or Services, or otherwise derogate from or
release the Supplier from any of its obligations or
responsibilities under this agreement.

8.2 All Goods shall be accepted by the Company subject to
inspection after delivery (or before delivery at the
Companys’ discretion), and all Services shall be
accepted by the Company subject to inspection of the
product of those Services after performance, in each
case irrespective of date of payment. Signed delivery
dockets shall not mean acceptance by the Company of
any of the Goods delivered but only the number of
packages, cartons or items delivered.

8.3 the Company will promptly notify the Supplier of any
omissions or defects in the Goods and/or Services of
which it becomes aware (“Defective Goods/Services”), and may direct the replacement, rectification, re-performance (on or off site) or return of the Defective

Goods/Services. Upon receipt of notification from the
Company under this clause, the Supplier must, as the
Company instructs, promptly repair, replace or re-
perform the Defective Goods/Services at the Supplier’s
expense, or otherwise refund any monies paid by the
Company in respect of the Defective Goods/Services.
In respect of Defective Goods/Services that comprise:
a) Services, then if the Company has required

reperformance of the Services and the Supplier has
not reperformed those Services within 21 days, the
Company may itself perfrom, or procure from a third
party, the same Services at the Supplier’s sole cost
and expense; or

b) Goods, then pending confirmation of the Company’s
instructions by the Supplier, the Company shall hold
the defective Goods for a period not exceeding 21
days. If the Supplier’s confirmation is not received
within that period, the Company may return the
defective Goods to the Supplier at the Supplier’s
expense and any expense incurred by the Company in
such return will be payable forthwith by the Supplier
and may be offset by the Company against any monies
due to the Supplier. Risk in any such defective Goods
will pass to the Supplier upon the Supplier’s receipt of
the Company’s notification of the defect or on delivery
by the Company of the defective Goods, whichever is
the earlier.

8.4 At the Company’s discretion, if the Supplier fails to
properly rectify, replace or re-perform any Defective
Goods/Services, the Company may have the
rectification, replacement or re-performance carried out
by a third party at the expense of the Supplier, such
expense to be a debt due and payable by the Supplier
to the Company, which may be recovered by the
Company or offset by the Company against any monies
due to the Supplier.

9 NO ROYALTIES, COMMISSIONS, PROFIT SHARE OR
ADDITIONAL FEES

9.1 The Supplier acknowledges and agrees that the Goods

and/or Services are or may be used for resale by the
Company, may be incorporated into a larger project and/or
may be incorporated in any product or items of plant or
equipment. In no event shall the Supplier claim, or have a
right to, any royalty, commission, profit share, additional fees
or other additional compensation by reason of such use,
resale or incorporation.

9.2 If the Supplier makes representation that Goods ordered are
protected by one or more patents and any such patent is
found to be invalid, then without limiting the Company’s other
rights under this agreement, the Company may forthwith
cancel any Order or any contract arising there from and
recover any money paid to the Supplier.

10 INDEMNITY

10.1 The Supplier will indemnify and keep indemnified the

Company from and against, and must on demand pay an
amount equal to, any and all actual or anticipated claims,
liabilities, expenses, costs, losses or damages Including loss
and damages in relation to death of or bodily injury to
persons, damage to or loss or destruction of property, and
legal costs on a solicitor-client basis and reasonable
expenses), that are incurred or suffered by the Company,
and are caused by or in connection with, any:
a) negligent or wilful act or omission of the Supplier, or of

any its Personnel;
b) breach of any warranty, representation or undertaking

given in relation to the Goods and/or Services supplied;
c) breach of any term in this agreement;
d) fault or defect contained in or in connection with the

Goods and/or Services, or any constituent part; and
e) infringement by the Supplier of any of the Company’s,

or a third party’s, Intellectual Property Rights.
In all cases the Supplier’s liability to indemnify the Company
will be reduced proportionately to the extent the
Company contributed to the loss, damage, expense, injury,
illness, death or other liability.

10.2 If the Goods are to be supplied in New South Wales, Western
Australia or Tasmania, then it is agreed that to the extent
permitted by law the operation of Part 4 of the Civil Liability
Act 2002 (NSW), Part 1F of the Civil Liability Act 2002 (WA)
and Part 9A of the Civil Liability Act 2002 (Tas) are excluded
in relation to all and any rights, obligations and liabilities
under this agreement whether such rights, obligations or
liabilities are sought to be enforced as a breach of agreement
or a claim in tort or otherwise.

10.3 It is not necessary for the Company to incur expense or make

any payment before enforcing a right of indemnity under this
clause 10.

10.4 This clause survives termination or expiry of this agreement.

11 THE COMPANY’S PROPERTY

11.1 Special dyes, tools, personal protective equipment (including

clothing), patterns and drawings used in the supply of the
Goods and/or Services, the cost of which is met by the
Company, shall be the absolute property of the Company,
shall be kept in good condition and when necessary replaced
by the Supplier without expense to the Company and shall
not be used in the production, manufacture or design of any
other articles, nor of larger quantities than those required on
an Order, except with the Company’s prior written consent.
Upon completion of the relevant Order, they shall be returned
or disposed of as directed by the Company.

11.2 All the Supplier’s designs, drawings, specifications, and price
lists are the copyright of and shall remain the property of the
Supplier (unless commissioned for and specified as owned
by the Company in an order) and must not be copied,
reproduced or divulged either directly or indirectly to any
other person without the Supplier’s prior written permission.

11.3 With the exception of the information available from the Supplier’s catalogues and website, all other designs, drawings, specifications and price lists produced by the Supplier for the Company are the copyright of and shall
remain the property of the Supplier and must not be copied, reproduced or divulged either directly or indirectly to any other person without the Supplier’s prior written permission.