1.1 These Standard Conditions of Purchase and any other terms and conditions described in the purchase order ("Purchase Order") form the contract ("Contract") between the name identified on the Purchase Order ("Purchaser") and the party identified on the Purchase Order ("Supplier").

1.2 In this Contract, "Goods" and "Services" mean, respectively, the goods and the services (if any) described in the Purchase Order.

1.3 In providing any Goods and/or Services, the Supplier shall be deemed to have accepted the terms and conditions of this Contract (as identified in clause 1.1 above) for the purposes of that supply and any Supplier terms and conditions (including any such terms provided with the relevant Goods and/or Services whether printed on accompanying consignment notes or elsewhere) will be of no legal effect and will not constitute part of this Contract except as expressly agreed in writing by the parties.

1.4 The Contract may not be varied except by agreement in writing.

2.1 The Goods and/or Services must be supplied by the Supplier to the Purchaser on the date(s) specified in this Purchase Order ("Delivery Date(s)") and if no date(s) is/are specified, in a timely manner.

2.2 The Supplier must promptly give notice to the Purchaser upon becoming aware of any event or circumstance likely to delay delivery of the Goods and/or Services by the Delivery Date(s).

2.3 The Goods and/or Services must be supplied in accordance with this Contract including any specification set out or referred to in this Contract.

3.1 The Purchaser must pay the Supplier the price ("Price") stipulated in the Purchase Order for the Goods and/or Services (to be calculated by reference to any rates and quantities set out in this Purchase Order where relevant).

3.2 Unless otherwise expressly provided in this Contract, the Price includes the cost of transport insurance (to be paid by the Supplier), all duties, taxes (except GST), packing costs and any other costs and expenses associated with manufacture, completion, transport, supply and offloading of the Goods and/or Services free into store to the address stipulated in this Contract.

3.3 Any increase in the cost of manufacture and/or delivery of the Goods and/or Services between the date of this Purchase Order and the date of delivery shall be borne by the Supplier.

4.1 In this Contract, "GST" means any goods and services tax levied in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the expressions "supply", "tax invoice" and "adjustment event" have the same meanings as in that Act.

4.2 Unless otherwise stated, the Price is exclusive of GST. The Purchaser must reimburse the Supplier for the amount of any GST payable in respect of any supply made under or in connection with this Contract, subject to the Supplier providing the Purchaser with a tax invoice in respect of that supply.

4.3 If there is an adjustment event in relation to the supply:

(a) the Supplier must refund to the Purchaser the amount by which the amount reimbursed pursuant to clause 4.2 exceeds the adjusted GST on the supply; or

(b) the Purchaser must pay to the Supplier the amount by which the adjusted GST on the supply exceeds the amount reimbursed pursuant to clause 4.2.

5.1 Delivery shall not have taken place and risk in the Goods shall not pass until the Supplier has obtained from the Purchaser or its authorised agent a signed receipt or delivery docket. Title to the Goods shall pass to the Purchaser on delivery.

5.2 Goods and/or Services will not be considered accepted until they have passed any acceptance tests set out in this Contract, and are in apparent conformity with this Contract.

5.3 The inspection and acceptance referred to in this clause 5 does not constitute approval of the Goods and is without prejudice to any of the Purchaser' s rights and remedies under this Contract or otherwise.

5.4 The Supplier must ensure that:

(a) all Goods are securely packed as required by the Purchaser from time to time so as to prevent damage and allow proper storage and stock control;

(b) all boxes, packages, containers, invoices and any other related documentation has a suitably visible delivery notice detailing the Goods and/or Services including Purchase Order number, quantity delivered, product number, part number, code number, serial or asset numbers (where available), the Supplier’s name and such other details reasonably required by the Purchaser from time to time; and

(c) the Supplier has provided all specifications and technical information including installation, operating, repair and maintenance manuals, and all other documents and things specified in this Contract or reasonably required to use the Goods and/or Services for their intended purpose.

5.5 The Supplier must, in effecting delivery of the Goods and/or Services:

(a) not interfere with the Purchaser's activities or the activities of any other person at the address specified for delivery;

(b) comply with and ensure that the Supplier's employees, officers, agents, advisers or subcontractors ("Related Persons") comply with:

(i) all applicable laws including, unless otherwise specified in this Contract, paying any fees, duties, levies, taxes, charges and like payments in respect of compliance with such laws; and

(ii) all delivery site standards and procedures and all lawful directions and orders given by the Purchasers

representatives, to the extent that they are applicable to the delivery of the Goods and/or Services by the Supplier; and

(c) ensure that its Related Persons entering the Purchaser' s site(s) perform in a safe manner and are properly qualified for,

and skilled in, the performance of their tasks and are of such character as not to prejudice safe working practices, safety and care of property and continuity of work.

6.1 Unless this Contract or the relevant legislation provides for periodic progress payments or payment by instalments, the Supplier may only submit a payment claim after all of the Goods and/or Services have been delivered and accepted by the Purchaser in accordance with clause 5.

6.2 Where this Contract provides for periodic progress payments or payment by instalments, subject to any relevant legislation, the Supplier may only submit a payment claim for the amount due in respect of the relevant Goods and/or Services in accordance with the agreed payment regime.

6.3 Each claim for payment under this Contract shall take into account all adjustments in accordance with this Contract (or as otherwise agreed in writing by the Purchaser) for the period and in respect of the matters the subject of the claim, including adjustments agreed in writing by the parties for any variation to the scope of the Goods and/or Services.

6.4 The Purchaser may require the Supplier to provide evidence satisfactory to the Purchaser, acting reasonably, that its employees and subcontractors have been paid all amounts due and payable to them and that it has satisfied all statutory obligations with respect to the Goods and/or Services.

6.5 The Purchaser may issue to the Supplier a statement setting out the amount payable in respect of the payment claim and the reasons for any difference between that amount and the amount claimed.

6.6 The Purchaser shall be entitled to deduct from any amount otherwise payable by the Purchaser to the Supplier under this Contract any amount due from the Supplier to the Purchaser.

6.7 The Supplier shall submit any payment claim it is entitled to submit under this Contract by the 25th of a calendar month (or such other date set out in this Contract or agreed by the parties in writing).

6.8 The Purchaser shall pay the Supplier the amount due on the payment claim (less any amounts to be deducted by the Purchaser under clause 6.6 above) within the shortest of the following time periods:

(a) such period agreed in writing between the parties;

(b) if this Contract:

(i) is a construction contract for the purposes of the relevant State's or Territory's security of payment legislation, or a contract to which any other relevant legislation applies; and

(ii) the relevant legislation prescribes a maximum timeframe for payment of a Supplier payment claim or invoice, then within the maximum period of time allowed under legislation in the relevant jurisdiction; and

6.9 Each invoice must:

(a) quote the correct Purchase Order number;

(b) be sent by email, in PDF format, ; and

(c) otherwise issued in accordance with this Contract.

7.1 The Supplier must, until acceptance of the Goods by the Purchaser, at its own cost and in a form acceptable to the Purchaser, acting reasonably, insure the Goods.

7.2 The Supplier must at its cost and must procure and maintain the insurances specified below and any other insurances which the Supplier is required to effect and maintain by Law until completion of all Goods and/or Services under the Purchase Order:

(a) Workers Compensation Insurance as per the Act;

(b) Public and Product Liability Insurance covering liability to any third party for death or bodily injury (including illness) and loss of or damage to any property arising directly out of negligent acts or omissions by the Supplier’s personnel.

(i) Minimum Amount Public Liability: $10 million per incident and in the annual aggregate

(ii) Minimum Amount for Products Liability: $10 million for any 12-month period.

(c) Motor vehicle compulsory third party bodily injury insurance: As required by Applicable Law for all vehicles the responsibility of, or used by, the Supplier or its personnel in connection with this Contract. Minimum Amount: as required by applicable Law.

(d) Motor vehicle third-party property damage insurance: For all vehicles (registered or unregistered), the responsibility of, or used by, the Supplier’s personnel in connection with this Contract

(i) Minimum Amount: $10 million per incident.

(e) Professional Indemnity Insurance (If requested by the Purchaser)

7.3 The Supplier must provide evidence of such insurance on request, including currency of insurances and copies of insurance policies whenever requested by the Purchaser, and must maintain all insurances for the duration of providing any Goods and/or Services. The Supplier must ensure that each of its sub-consultants is similarly insured.

8.1 The Supplier warrants to the Purchaser that:

(a) the Goods and/or Services correspond to the description in this Contract and conform to all relevant specifications, drawings, samples and/or descriptions set out in this Contract;

(b) the Goods and/or Services are fit and sufficient for the purpose for which they are intended;

(c) the Goods and/or Services are of the quality specified or, if no quality is specified, in the case of Goods, new and of good merchantable quality, and in the case of Services, are performed with all due care, skill and diligence, and to the standard that may reasonably be expected of a skilled professional person, suitably qualified and experienced in the provision of the Services or services in the nature of the Services;

(d) the Goods are free of defects and will operate satisfactorily and reliably; and

(e) the Goods are free of all liens and encumbrances and the Supplier has good title to them; and

(f) the Goods and/or Services strictly comply with all applicable laws, regulations, standards and codes.

(g) no alternative Goods and/or Services will be accepted other than specified without the written consent of the Purchaser.

9.1 If at any time during the performance of the Good and/or Services, the Purchaser considers that the Goods and/or Services are defective, the Purchaser may notify the Supplier and the Supplier must rectify the defective Good and/or Services within 5 Business Days or such other period as the Purchaser directs and in at times and in a manner reasonably acceptable to the Purchaser.

9.2 If the Supplier does not rectify the defective Goods and/or Services within that time, the Purchaser may have the defects rectified and the cost to the Purchaser of doing so will be a debt due and owing from the Supplier to the Purchaser.

10.1 The Purchaser shall provide to the Supplier any patterns, designs, specifications, drawings, samples, dies, tools, jigs, technical information, equipment and other materials specified in this Contract (whether in electronic format or otherwise) or which the Purchaser has agreed in writing to provide to enable the Supplier to produce the Goods and/or supply the Services ("Materials").

10.2 All Materials, and the Purchaser' s intellectual property rights therein (if any), remain the property of the Purchaser. The Supplier must return the Materials to the Purchaser within 7 days after delivery of the Goods and/or Services.

10.3 The Supplier must not use the Materials for any purpose except the delivery of the Goods and/or Services to the Purchaser.

11.1 The Purchaser reserves the right to cancel this order in part or in whole at any time prior to delivery. In this event, the Supplier’s entire entitlement shall not exceed 5% of the value of the Order unless the Order is cancelled for failure of the Supplier to meet its obligation including the delivery requirements or for faulty workmanship, in which case the entitlement shall be nil.

12.1 The Supplier shall keep confidential the terms of this Contract and the Materials and shall only disclose the same as required by law and to those of its Related Persons necessary to enable the Supplier to perform this Contract.

13.1 In this Contract, "intellectual property" means any intellectual or industrial property whether protected by statute, at common law or in equity, including any patent and patent application, invention, copyright, trade mark, moral right or design right (whether or not registrable and including modifications or improvements to the same), in any design, specification, process, technique, software, computer programs, business names, know how, trade secret, technical information, financial information, business method and confidential information.

13.2 The Supplier grants to the Purchaser a perpetual, irrevocable, non-exclusive, royalty-free, transferable licence (with the right to sub-license) to use all intellectual property as reasonably required to enable the Purchaser or its related bodies corporate (as defined in the Corporations Act 2001 (Cth)) to use or receive the benefit of the Goods and/or Services.

13.3 The Supplier warrants that the delivery of the Goods and/or Services by the Supplier to the Purchaser and the licence granted by the Supplier pursuant to clause 13.2 does not infringe the intellectual property rights of any third party.

14.1 A party ("first party") may terminate this Contract by written notice to the other party ("second party"):

(a) if the second party is in breach of a term of this Contract and fails to remedy the breach within 7 days of a notice in writing from the first party specifying the breach and requiring the second party to remedy it; or

(b) if the second party dies or becomes insolvent, bankrupt, wound up, unable to pay its debts when due or subject to any administration, receivership, external management, creditor action or court proceedings relating to its financial condition.

14.2 Termination of this Contract pursuant to this clause shall be without prejudice to the rights of either party accruing prior to termination.

15.1 If a difference or dispute between the parties arises in connection with the subject matter or interpretation of this Contract, including a dispute concerning a claim in tort, under statute, or on any other basis in law or equity available under the law governing this Contract ("Dispute"), either party may by hand or registered post give the other party written notice of dispute identifying and providing details of the Dispute ("Dispute Notice").

15.2 On receipt of a Dispute Notice, senior representatives of the parties shall confer to seek to resolve the Dispute within 7 days.

15.3 Pending resolution of any Dispute, the parties will continue to perform their obligations under this Contract without prejudice to their respective rights and remedies (except where such obligations are the subject of the Dispute).

15.4 Except to seek injunctive or urgent declaratory relief, and subject to any agreement to the contrary, neither party may institute legal proceedings in respect of any Dispute unless the dispute resolution process outlined in this clause 15 has first been complied with.

16.1 If any provision or part of any provision of this Contract is unenforceable, such unenforceability shall not affect any other part of such provision or any other provision of this Contract.

16.2 The Supplier must not assign, sub-licence, sub-contract or transfer in whole or in part any of its interest or obligations under this Contract without the Purchaser' s prior written consent (such consent not to be unreasonably withheld). Notwithstanding any such approval to assign, sub-licence, or subcontract, the Supplier shall remain fully responsible for the performance of its obligations under this Contract.

16.3 Clauses 6, 7, 8, 9, 10, 12, 13, 15 and 16 and all other warranties and provisions which expressly or by implication from their nature are intended to survive completion or termination of this Contract, will survive.

16.4 The singular includes the plural (and vice versa) and a reference to any of the words "include", "includes" and "including" are to be read as if followed by the words "without limitation".

16.5 This Contract shall be governed by the laws of the Australian State in which the Purchaser accepts the Goods and/or Services and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of that State and any courts having appellate jurisdiction from them.

17.1 The Supplier warrants that:

(a) unless disclosed to the Purchaser in writing prior to the date of this Contract, there is no outstanding investigation of it and it has not been convicted of any offence under the Modern Slavery Act 2018 (Cth) ("Modern Slavery Legislation"); and

(b) it will not cause the Purchaser to breach the Modern Slavery Legislation.

17.2 The Supplier must comply (and ensure that its contractors comply) with any requests made by the Purchaser to provide any assistance, information, documents or interview any person as required by the Purchaser to enable the Purchaser to discharge any obligations arising under the Modern Slavery Legislation.