PURCHASE ORDER TERMS AND CONDITIONS

for intended purpose, the affected items or parts must be redesigned, repaired or
1. DEFINITIONS
replaced as appropriate by the Supplier at no cost to the Purchaser prior to the
Capitalized words in this Purchase Order shall have the meanings defined below or expiration of the time specified in the Notice. If the Supplier fails to make the necessary
the meanings specified on the cover page. redesign, repair or replacement within the period specified, the Purchaser may perform
‘Delivery Date’ means the date specified on the Purchase Order cover page when or cause to be performed such redesign, repair or replacement at the Supplier's risk and
applicable. cost and any costs and expenses incurred by the Purchaser will be recoverable from the
'Goods' means the goods described on the cover page of the Purchase Order. Supplier as a debt due and payable. The Purchaser can deduct or set-off such amounts
‘Incoterm 2023” is the set of International Commercial terms published by the against any amounts owed to the Vendor in connection with the specific Purchase Order.
International Chamber of Commerce (ICC) for a series of pre-defined commercial
terms used in international commercial transactions
‘Point of Delivery’ as per the Incoterm specified on the cover page of the Purchase 10. SERVICES
Order. The Vendor shall ensure that the Services are performed in a safe, orderly and
'Price' means the Total Purchase Order Price as specified on the cover page of the workmanlike manner, in accordance with this Purchase Order and good industry
Purchase Order, which shall include all costs and charges to the Point of Delivery. practice and shall ensure that the Services are completed by the Delivery Date. If the
'Purchase Order' means the agreement between the Vendor and Purchaser as Purchaser is of the view, for any reason, that the Services do not comply with the
documented by the cover page, these terms and conditions and (if attached or Purchase Order, then the Purchaser may, in its sole discretion, direct the Vendor in
incorporated by reference) other documents relating to the Goods and/or Services. writing to either repair or replace such Services and the Vendor shall promptly comply
'Purchaser' means the party specified on with such written direction. This provision shall not limit any other remedies (including
the cover page of the Purchase Order. at law) the Purchaser may have.
'Receipt' means when the Purchaser receives the Goods and for services at the
Point of Delivery.
'Services' means the services described on the cover page of the Purchase Order. 11. TERMINATION AND INDEMNITIES
'Taxes' mean all taxes, fees, levies, duties and charges including income tax, sales tax, The Purchaser may, upon giving 7 days’ notice, terminate this Purchase Order in
customs duty, excise tax, stamp duty, goods and services tax, and withholding tax. whole or any part thereof without reason. Upon termination, the Purchaser's
'Vendor' means the party specified on the cover page of the Purchase Order. liability to the Vendor shall be limited to payment for Goods received, and for
'Vendor's Personnel' means the vendor's officers, directors, employees, Services carried out up to the date of termination. If the Purchaser terminates this
representatives, agents and sub-contractors. Purchase Order in whole or any part thereof, the Purchaser shall under no
Words in the singular shall include the plural and vice versa. circumstances be liable to the Vendor for any damage, loss of profit, claims, or
Headings are for convenience only and shall not affect interpretation. A reference liability suffered by the Vendor as a result of such termination. The Purchaser shall
to a person includes a reference to a corporation or legal person. under no circumstances be liable to pay to the Vendor an amount greater than the
Price. The Vendor shall indemnify and hold the Purchaser harmless against all
2. SUPPLY OF GOODS AND SERVICES claims, liens, costs, losses, damages and expenses whatsoever to the extent arising
out of any breach of this Purchase Order, any failure to carry out its obligations
The Vendor's acceptance by acknowledgement or performance of the Purchase under this Purchase Order or any negligence of the Vendor or of Vendor's Personnel.
Order shall constitute acceptance of the Purchase Order in full as the entire contract
between the parties and no representations or statements by any person not
expressly covered by this Purchase Order shall be binding. Any terms and conditions 12. SUBCONTRACTORS
provided by the Vendor shall be of no legal effect, other than any The Vendor shall not subcontract or permit any portion of the Goods or Services to be
representations or warranties provided for by applicable law and shall not form part subcontracted without the prior written consent of the Purchaser. The Vendor shall
of this Purchase Order. By entering into this Purchase Order, the Vendor agrees to be responsible for the acts and omissions of, and for the performance of any person
supply the Goods and Services in full compliance with the requirements of this to which it subcontracts the Goods and/or Services as if they were acts or omissions
Purchase Order in consideration for payment of the Price. of the Vendor. The Vendor warrants all Goods and Services performed by any
subcontractor in the same manner as if the Vendor had provided the Goods or
3. PRICE AND PAYMENT performed the Services.

Unless otherwise stated in this Purchase Order, the Price shall be fixed, shall not be
subject to changes in labour or material costs, shall be in the Currency specified on 13. INTELLECTUAL PROPERTY
the cover page and shall be unaffected by exchange rate fluctuations. Unless All intellectual property created by or on behalf of the Vendor as part of the
otherwise specified in this Purchase Order payment of the Price will be made after performance of its obligations under this Purchase Order shall be assigned to the
Receipt, following which the Purchaser will make payment within 30 days after the Purchaser or its nominee upon Receipt. The Vendor shall grant to (and obtain for
receipt of the Vendor's invoice for payment. the benefit of) the Purchaser and any nominee an irrevocable license to use all other
intellectual property connected to the Goods or Services. The Vendor warrants to
4. TAXES the Purchaser and any nominee that its use of the Goods or Services (including use
of any intellectual property connected thereto) will not infringe any intellectual
The Vendor is and remains liable for payment of all Taxes. If any Tax is imposed the property rights of any person. The Vendor indemnifies and holds harmless the
Vendor must pay the full amount to the relevant authority and indemnifies the Purchaser and any nominee from and against any claim for infringement of any
Purchaser against any failure to do so. intellectual property rights arising by reason of the supply and/or use of the Goods
or Services.
5. TITLE AND RISK
Unless otherwise specified in this Purchase Order, Title to and property in the Goods 14. GENERAL
passes to the Purchaser upon payment of the Price (whether in part or in full) or a. The Vendor shall not vary or alter this Purchase Order without the prior written
upon Receipt (whichever occurs first). Title and property in the Goods shall pass to agreement of the Purchaser.
the Purchaser (and remain) free of all encumbrances, liens and charges. Unless b. The Vendor shall not assign its obligations under this Purchase Order without
otherwise specified in this Purchase Order, risk in the Goods remains with the prior written approval from the Purchaser.
Vendor until Receipt. c. The law of this Purchase Order is the law of Western Australia and the
parties submit to the jurisdiction of the courts of Western Australia
6. INSURANCE and all courts having jurisdiction to hear appeals from those courts.
Any dispute or difference in connection with this Purchase Order shall
The Vendor must procure and maintain with reputable
be referred to and finally resolved by arbitration in accordance with
companies at its cost:
International Chambers of Commerce Rules of Arbitration. The seat
a. insurance that covers the Goods until Receipt;
of the arbitration will be London, England; the number of arbitrators
b. if the Vendor is to provide Services, such insurances as would reasonably be
shall be one; and the language of the arbitration shall be English.
expected to be maintained by a party providing similar Services, including but d. The failure of either party to enforce the provisions of this agreement or to
not limited to Vendor’s workers health insurance and workers compensation , exercise any rights under this agreement does not constitute a waiver of such
third party and public liability.
provisions or rights.

7. SHIPMENT METHOD 15. COMMUNICATIONS

The Vendor will ship the goods as per the Shipment Method stated on the cover page a. All communications relating to this Purchase Order must state the Purchaser’s
of the Purchase Order name, Order Number and Purchase order Title (description of goods/services).
b. Unless otherwise stated Vendor shall direct all communications to the
8. DELIVERY Buyer as stated on the cover page of the Purchase Order
c. All drawings, data and Manuals (if applicable and subject to the specific
The Vendor shall suitably package and deliver the Goods as per the Incoterm 2010
Purchase Order) shall be accompanied by a transmittal listing the applicable
specified on the cover page of the Purchase Order by the Delivery Date and
equipment numbers and every document enclosed.
notwithstanding the above, the Purchaser has an absolute discretion to extend the
d. All technical document submissions are to be emailed to the Buyer as stated
Delivery Date for any reason.
on the cover page of the Purchase Order
e. All invoices/statements to be submitted, inclusive of the vendor’s banking
9. ACCEPTANCE OF THE GOODS & DEFECT LIABILITY details, to the responsible accounts payable person as stated on the cover page
In respect of each shipment received, the Defects Liability Period will commence on of the Purchase order
and from the date that Good is accepted by the Relevant Company. Within a
reasonable period of time after Receipt and inspection of the Goods has taken place, 16. ORDER ACCEPTANCE
the Purchaser is of the opinion, for any reason, that the Goods do not comply with The Vendor shall provide their understanding and acceptance of the Purchase Order
the Purchase Order, then the Purchaser may, in its sole discretion, direct the Vendor by signing on the front page of the Purchase Order. All remaining pages including
in writing to either repair or replace such Goods and the Vendor shall promptly comply Terms and Conditions shall be initialled and a copy returned within seven (7) days of
with such written direction. Payment or the signing of delivery receipts shall not
receipt. Failure may delay implementation of payment procedure.
constitute acceptance of the Goods. This provision shall not limit any other remedies
Acknowledgement of receipt and acceptance by e-mail will be deemed as being
(including at law) the Purchaser may have. Upon receipt of a Notice from the Purchaser
due to defective design, materials, workmanship, un-merchantable quality or unfitness acceptable