This policy ensures each purchase order placed by the Buyer for goods and/or services is subject to these standard purchase terms, and the terms of the applicable Purchase Order, and is conditional upon the Supplier’s agreement to such terms. Each Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the goods, and/or performing the services.

Agreement
The Agreement consists only of: (a) these Standard Purchase Terms; (b) the applicable Purchase Order; and (c) any Specifications or other documents expressly referenced in the Purchase Order. Any reference in the Purchase Order to any Supplier Proposal is solely the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the Proposal, and only to the extent that the terms of the Supplier Proposal do not conflict with the descriptions and Specifications set out in the Purchase Order. Buyer’s acceptance of, or payment for, Goods and/or Services will not constitute Buyer’s acceptance of any additional or different terms in any Supplier Proposal, unless otherwise accepted in writing by Buyer. If there is any conflict or inconsistency between the documents constituting the Agreement, then unless otherwise expressly provided, the documents will rank in the order of precedence in accordance with the order in which they are listed within the Agreement.

Delivery of Goods and Services

a) Supplier agrees to supply and deliver the Goods to Buyer and to perform the Services, as applicable, on the terms set out in this Agreement.

b) Supplier shall, at its own expense, pack, load, and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Buyer in writing. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Buyer.

c) Time is of the essence with respect to delivery of the Goods and performance of Services. Goods shall be delivered and Services performed by the applicable Delivery Date. Supplier must immediately notify Buyer if Supplier is likely to be unable to meet a Delivery Date. At any time prior to the Delivery Date, Buyer may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including, without limitation, for the convenience of Buyer or due to failure of Supplier to comply with this Agreement, unless otherwise noted.

d) Title and risk of loss or damage shall pass to Buyer upon receipt of Goods at the Delivery Point, unless otherwise agreed to by the Buyer in writing. Buyer has no obligation to obtain insurance while Goods are in transit from Supplier to the Delivery Point.

e) Supplier shall follow all instructions of Buyer and cooperate with Buyer’s customs broker as directed by Buyer (including by providing requested shipping documentation) with respect to all Goods that originate from sources or suppliers based outside Australia & New Zealand.

Inspection; Acceptance and Rejection

a) All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period”) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance”) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection during the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services.

b) Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by Buyer and is accompanied by a written disclosure of Buyer’s prior rejection(s).

Prices for the Goods and/or Services will be set out in the applicable Purchase Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Buyer. Supplier will issue all invoices on a timely basis. All invoices delivered by Supplier must meet Buyer’s requirements, and at a minimum shall reference the applicable Purchase Order Number. Buyer will pay the undisputed portion of properly rendered invoices within the agreed time period. Buyer shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged on such amounts. Notwithstanding the foregoing, Buyer agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time periods specified herein.

Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of any taxes. Supplier shall separately itemize all applicable taxes on each invoice and indicate on each invoice its applicable tax registration number(s). Buyer will pay all applicable taxes to Supplier when the applicable invoice is due. Supplier will remit all applicable taxes to the applicable government authority as required by applicable laws.

Supplier agrees to provide, upon and as requested by Buyer, to satisfy any applicable laws governing the use of any hazardous substances either of the following: (a) all reasonably necessary documentation to verify the material composition, on a substance by substance basis, including quantity used of each substance, of any Goods, and/or of any process used to make, assemble, use, maintain or repair any Goods; or (b) all reasonably necessary documentation to verify that any Goods and/or any process used to make, assemble, use, maintain or repair any Goods, do not contain, and the Services do not require the use of, any particular hazardous substances specified by Buyer.

In carrying out its obligations under the Agreement, including the performance of Services, Supplier shall at all times comply with all applicable laws, regulations, standards, and codes. Supplier shall at all times follow strict adherence to either the Australian Work Health and Safety Act, 2011 or New Zealand's Health and Safety at Work Act, 2015 and shall ensure its workers are aware of and adhere to these requirements. Supplier shall obtain all applicable permits, licences, exemptions, consents and approvals required for the Supplier to manufacture and deliver the Goods and perform the Services. The Supplier shall at all times comply and ensure all persons for whom it is responsible comply with all the Buyer’s policies, rules, regulations, restrictions, guidelines, directives and orders when on the Buyer’s land and premises.

a) Product Warranties. Supplier warrants to Buyer that during the Goods Warranty Period all Goods provided hereunder shall be:

1. of merchantable quality;
2. fit for the purposes intended;
3. unless otherwise agreed to by Buyer, new;
4. free from defects in design, material and workmanship;
5. in strict compliance with the Specifications;
6. free from any liens or encumbrances on title whatsoever;
7. in conformance with any samples provided to Buyer; and
8. compliant with all applicable federal, provincial, and municipal laws, regulations, standards, and codes.

b) Service Warranties. Supplier shall perform all Services:

1. exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity expected from a qualified service provider;
2. in accordance with all Specifications and Buyer policies, guidelines, by-laws and codes of conduct; and
3. using only personnel with appropriate skills, training, expertise, and qualifications. Buyer may request removal of any personnel not meeting standards.

c) Intellectual Property Warranty. Supplier further warrants that all Goods or Services (including Deliverables) will not infringe any intellectual property rights of any person.

d) Manufacturer Warranties. Supplier shall assign to Buyer all manufacturer warranties for Goods not manufactured by Supplier.

e) Specifications & Standards. Supplier shall supply the product or service in quantities ordered by Buyer in accordance with this Agreement and the specifications stated in the Purchase Order.

The Buyer promotes and practices ethical business standards and policies in the management of its business, and expects our suppliers to respect and adhere to these same standards. The Buyer respects human rights, and we are dedicated to prevent, mitigate and where appropriate remedy any form of forced, bonded or involuntary labour including child labour, slavery, slavery-like practices, servitude, deceptive recruiting for labour or services, lodgement of identity papers as a condition of work, and human trafficking (“Modern Slavery”) in our supply chains.

a) As a Supplier providing goods and/or services to any member of the Buyer, you are agreeing to comply with these minimum standards in the areas of labour and human rights, and to ensure your own supply chain and subcontractors do the same.

b) The Supplier must have due diligence procedures in place to ensure there is no Modern Slavery of any kind in its or its subcontractors’ supply chains.

The Buyer is committed to complying with environmental laws and advancing sustainability in its industries. We wish to collaborate with our suppliers to develop positive change throughout our supply chain. The Buyer requires the Supplier to show they are working towards reductions of emissions, eliminating waste, and preserving natural resources. The Buyer encourages the suppliers who share these values and urges suppliers to develop their own sustainability goals. The Buyer where possible, desires the Supplier to use 100% recyclable, reusable or industrially compostable packaging, and use packaging made from 50-100% recycled materials where possible.

a) In the event of a breach of any of the warranties and without prejudice to any other right or remedy available to Buyer (including Buyer’s indemnification rights hereunder), Supplier will, at Buyer’s option and Supplier’s expense, refund the purchase price for, or correct or replace the affected Goods, and/or re-perform the affected Services, within ten (10) days’ notice by Buyer to Supplier of warranty breach. All associated costs, including costs of re-performance, costs to inspect the Goods and/or Services, transport the Goods from Buyer to Supplier, and return shipment to Buyer, and costs resulting from supply chain interruptions, will be borne by Supplier. If Goods are corrected or replaced or Services are re-performed, the warranties will continue as to the corrected or replaced Goods for a further Goods Warranty Period commencing on the date of Acceptance of the corrected or replaced Goods by Buyer. If Supplier fails to repair or replace the Product within the time periods required above, Buyer may repair or replace the Goods at Supplier’s expense.

b) The Supplier is subject to all requirements outlined in the Australian Consumer Law (ACL) in Schedule 2 of the Australian Competition and Consumer Act 2010 and the New Zealand Consumer Guarantees Act 1993 (CGA) or Fair Trading Act 1986 (FTA). Any warranty terms are additional to the ACL, CGA and FTA, they do not replace the rights of the consumer from the obligation on the acts.

All Intellectual Property Rights in and to each Deliverable shall vest in Buyer free and clear of all liens and encumbrances on receipt of payment by Supplier for each Deliverable. To the extent that any Deliverables contain any intellectual property of Supplier, Supplier hereby grants to Buyer a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables. Supplier agrees to provide to Buyer all assistance reasonably requested by Buyer to perfect the rights described herein, including obtaining all assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and interest in such materials in Buyer and its successors and assigns.

Supplier shall safeguard and keep confidential any and all information relating to Buyer obtained by it or provided to it by Buyer in connection with this Agreement and shall use such information only for the purposes of carrying out its obligations under this Agreement.

Supplier represents and warrants to Buyer that it has in place with reputable insurers such insurance policies in coverage amounts that would be maintained by a prudent supplier of goods and services similar to the Goods and Services provided hereunder, including, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including product liability coverage, all-risk contractors' equipment insurance, and automobile liability insurance). In addition, Supplier will take out and maintain, at its own cost, such insurance policies and coverages as may be reasonably required by Buyer from time to time. Supplier will promptly deliver to Buyer, as and when requested, written proof of such insurance. If requested, Buyer will be named as an additional insured under any such policies. If requested by Buyer, such insurance will provide that it cannot be cancelled, or materially changed so as to affect the coverage provided under this Agreement, without the insurer providing at least 30 days prior written notice to Buyer.

Supplier shall indemnify, defend and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Buyer Indemnified Parties”) from and against any claims, fines, losses, actions, damages, expenses, legal fees and other liabilities brought against or incurred by the Buyer Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (d) Supplier’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.

Except for supplier’s obligations under Indemnities and except for damages that are the result of the gross negligence or wilful misconduct of a party, in no event will either party be liable to the other party or any other person for any indirect, incidental, consequential, or punitive damages, including any lost profits, data, goodwill, or business opportunity for any matter relating to this agreement.

Supplier will perform its obligations under the Agreement as an independent contractor and in no way will Supplier or its employees be considered employees, agents, partners, fiduciaries, or joint venturers of Buyer. Supplier and its employees will have no authority to represent Buyer or its Affiliates or bind Buyer or its Affiliates in any way, and neither Supplier nor its employees will hold themselves out as having authority to act for Buyer or its Affiliates.

The parties shall sign such further and other documents, cause such meetings to be held and resolutions to be passed, and do and perform, or cause to be done and performed, such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.

If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.

No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.

Supplier may not assign or subcontract this Agreement, in whole or in part, without Buyer’s prior written consent. Supplier’s permitted assignment or subcontracting of this Agreement or any part thereof will not release Supplier of its obligations under this Agreement, and it will remain jointly and severally liable with the assignee or subcontractor for any obligations assigned or subcontracted. The acts or omissions of any subcontractors of Supplier will be deemed to be the acts and omissions of Supplier. Buyer may assign this Agreement, in whole or in part, to any Affiliate of Buyer, without the consent of Supplier. This Agreement shall endure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators, assigns or successors.

Subject to Limitation to Liability the rights and remedies of Buyer in this Agreement are cumulative and in addition to any other rights and remedies at law or in equity.

Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.

The headings used in this Agreement and its division into articles, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. References in this Agreement to articles, schedules, exhibits, appendices, and other subdivisions are to those parts of this Agreement. Where this Agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.”

Governing Law
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement shall be governed by the laws of either Australia and/or New Zealand applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of Australia and New Zealand, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

Electrical/Electronic Components and Equipment
All electrical/electronic components or equipment must have approvals such as the Essential safety requirements for electrical equipment AS/NZS 3820:2020 requirements and conform to the industry standards and all other applicable legislative requirements.

Language
It is the express wish of the parties that this Agreement and any related documentation be drawn up in English.

Description	Reference #	Date	Authority
Original Policy	FIN 600 00	NOV 2021	CLT
Revision	FIN 600 01	JUN 2023	CLT
Values Logo Update	FIN 600 01	JUL 2023
Revision	FIN 600 02	JUL 2025	CFO

Next Review Due
JUL 2027