Purchase Order Terms and Conditions

1. GENERAL 1.1. The parties to this Contract are the Commonwealth of Australia represented by the agency named in the Purchase Order (We ! "s ! Our # and the person or organisation named as supplier in the Purchase Order ($ou ! $our #. 1.%. &ub'ect to clause (! these Conditions pre)ail in any conflict between them and the Purchase Order or any authorised contract with "s. 1.(. *o )ariation of this Contract is legally binding upon either party unless in writing and signed by both parties. 2. ACCEPTANCE %.1. $ou are ta+en to ha)e accepted the terms and conditions of this Contract by indicating $our acceptance by oral or written communication to Our nominated contact officer! or by $our conduct that is consistent with the e,istence of a contract. -or e,ample! where $ou start to perform $our obligations under the contract e)en though $ou ha)e not e,pressly ad)ised "s of $our acceptance. %.%. Contract means an authorised contract with the agency! created by the Purchase Order and these &tandard Terms and Conditions. 3. SPECIAL CONDITIONS (.1 The conditions of the Contract include any &pecial Conditions referred to in the Purchase Order. .f any such &pecial Conditions are inconsistent with these standard conditions or any authorised contract! the &pecial Conditions will! to the e,tent of the inconsistency! pre)ail. . SER!ICES /.1. $ou must perform any ser)ices specified in the Purchase Order (0&er)ices1# to a high standard in accordance with rele)ant best practice. /.%. $ou must perform the &er)ices in accordance with the specifications! including any timeframe! set out in the Purchase Order. /.(. The &er)ices must be free from defects in performance and be complete according to specifications. /./. .f the &er)ices are not pro)ided according to specifications! We may! by notice! re2uire $ou to remedy any default in the performance of the &er)ices! redo the &er)ices or complete the &er)ices! at no additional cost to "s! or We may terminate the Contract as pro)ided in clause 13 below. /.4. Where $ou fail to remedy $our default in performance! complete the &er)ices! or redo the &er)ices within (5 days after notification by "s under subclause /.( We may perform the wor+ or ha)e it performed! the cost of which will be offset against any fees payable to $ou under the Contract! but where the costs e,ceed any remaining payments under the Contract! We may reco)er the cost from $ou. ". GOODS 4.1. Any goods specified in the Purchase Order (06oods1# must be free from defects in performance! meet their purpose and be complete. 4.%. The 6oods must be deli)ered in accordance with any specifications! including any timeframe! set out in the Purchase Order. 4.(. We may inspect the 6oods at any time. 4./. .f there is a defect in the 6oods or the 6oods are not deli)ered in accordance with the specifications! We may by notice re2uire $ou to remedy the defect! or complete the 6oods! at no additional cost to "s. 4.4. .f the 6oods do not meet their purpose or are not in accordance with the Contract! We may by notice re2uire $ou to replace the 6oods at no additional cost to "s. 4.7. Where $ou fail to8 (a# remedy a defect in the 6oods9 (b# complete the 6oods! or (c# replace the 6oods9 within (5 days after notification by "s under subclauses 4./ and 4.4! We may perform or ha)e performed the necessary wor+ and reco)er the cost from $ou. 4.3 Without additional cost to "s! $ou must pro)ide reasonable access to $our premises and all other necessary assistance for Our representati)es to inspect any manufacture or assembly of 6oods. 4.: .f We re2uire! $ou are to submit samples of 6oods! and $ou must not proceed to bul+ manufacture until We ha)e appro)ed the samples. <ay %51%

#. PASSING O$ PROPERT% 7.1. Property in! and ris+ of loss or damage to! the 6oods passes to "s when the 6oods are deli)ered to "s. &. 'ARRANT% 3.1. The warranty period commences on the date of deli)ery or acceptance of the 6oods! whiche)er is the later! and shall be )alid for ;5 days! or the length of $our or the manufacturer1s standard warranty period! whiche)er is longer (0Warranty Period1#. 3.%. $ou warrant that $ou are the legal and beneficial owner of the 6oods! free from any third party interests9 and for the Warranty Period! the 6oods are free from defects in design! materials and wor+manship. 3.(. .f We! within a reasonable time after acceptance! gi)e $ou notice of any defect or omission disco)ered in the 6oods during any warranty period! $ou must! during the Warranty Period! remedy defects in warranted 6oods by repair! replacement or modification. $ou must meet all costs incidental to the discharge of warranty obligations! including any pac+ing! freight! disassembly and reassembly costs. 3./. Where $ou fail to rectify a defect co)ered by warranty within (5 days after notification by "s! We may perform! or ha)e performed! the necessary remedial wor+! and all costs and outgoings incurred will be reimbursed to "s by $ou. 3.4. $ou warrant that We are free to use the 6oods or any product of the &er)ices once deli)ered to "s. (. CONTRACT PRICE :.1. The contract price for the 6oods or &er)ices specified in the Purchase Order includes 6&T. :.%. &ub'ect to :.1 $ou will be liable for all ta,es! duties or go)ernment charges relating to the deli)ery of the 6oods or performance of the ser)ices. ). INTELLECT*AL PROPERT% ;.1. .ntellectual property includes all copyright (including rights in relation to phonograms and broadcasts#! all rights in relation to in)entions (including patent rights#! plant )arieties! registered and unregistered trademar+s (including ser)ice mar+s#! designs! and circuit layouts! and all other rights resulting from intellectual acti)ity in the industrial! scientific! literary or artistic fields but does not include moral rights (being the rights of attribution and integrity of authorship and the right not to ha)e authorship falsely attributed# or the rights of performers. ;.%. "nless otherwise agreed or notified between the parties all intellectual property created under the Contract and relating to the 6oods or &er)ices is! from the time of creation of the right! owned by "s. 1+. INDE,NIT% AND INS*RANCE 15.1. $ou indemnify "s! Our officers! employees and agents against all loss! damage! in'ury or e,pense We may sustain or incur as a result! whether directly or indirectly8 (a# of any breach of this Contract including any action or claim for alleged infringement of any patent! copyright! registered design! trade mar+ or any other intellectual property rights! by reason of Our receipt or use of the 6oods or &er)ices9 or (b# of any act or omission in)ol)ing fault on $our part in relation to the pro)ision of 6oods or ser)ices under this Contract. 15.%. $ou will! for so long as any obligations remain in connection with this Contract! effect and maintain appropriate insurance policies. "pon Our re2uest! $ou will pro)ide "s with proof of insurance acceptable to "s. 11. DISCLOS*RE O$ IN$OR,ATION 11.1 $ou! $our employees or agents! must not disclose or ma+e public any information or material ac2uired or produced in connection with the Contract without Our prior written appro)al. 12. CON$LICT O$ INTEREST 1%.1 $ou warrant that! at the date of entering into the Contract! no conflict of interest e,ists or is li+ely to arise in the performance of its obligations under the Contract. .f! during the term of the Contract! a conflict or ris+ of conflict of interest arises! $ou underta+e to notify "s immediately in writing of that conflict or ris+. 13. SEC*RIT%

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1(.1 $ou must! when using Our premises or facilities! comply with all security and office regulations in effect at those premises or in regard to those facilities! as notified by "s. 1 . PA%,ENT 1/.1. We will pay for the 6oods or &er)ices no later than (5 days after Our acceptance of the 6oods or the satisfactory pro)ision of the &er)ices and receipt of a correctly rendered in)oice. .f this period ends on a day that is not a business day! payment is due on the ne,t business day. 1/.%. An in)oice is correctly rendered if it is sent electronically to in)oices=ag.go).au in P>- format : (or abo)e#! or in hard copy to 6PO ?o, 1%/4 T"66@AA*O*6 ?C ACT %;51 ( the >epartmentBs preference is for in)oices to be sent electronically#! is complete! it contains $our ban+ account details (if these ha)e not pre)iously been pro)ided to "s#! the amount has been calculated in accordance with prices set out in the Purchase Order and! where e,planation is necessary! accompanied by documentation substantiating the amount claimed. 1/.(. .f 6&T applies! $ou must gi)e "s a ta, in)oice to enable "s to claim an input ta, credit for the 6&T. 1". INTEREST 14.1. Clause 14 applies if at the date of entering into this Contract8 (a# $ou are a &mall ?usiness9 (b# the )alue of this Contract is not more than C1 million (6&T inclusi)e#9 (c# the amount of interest payable e,ceeds AC15 (d# the &er)ices do not relate to a procurement of real property (including leases and licences#9 and (e# the procurement is for a departmental item! not an administered item (refer to Purchase Order details#. 14.%. We will pay interest on late payments to $ou as follows8 (a# for payments made by "s (5 days and up to 75 days after the amount became due and payable! only where $ou issue a correctly rendered in)oice for the interest9 or (b# for payments made by "s more than 75 days after the amount became due and payable! We will pay the interest accrued together with the payment. 14.(. .nterest payable under this clause 14 will be simple interest on the unpaid amount at the 6eneral .nterest Charge Aate calculated in respect of each day from the day after the amount was due and payable! up to and including the day that We effect payment as represented by the following formula8 &. D "A , 6.C , > where8 &. D simple interest amount "A D the unpaid amount 6.C D 6eneral .nterest Charge Aate daily rate9 and > D the number of days from the day after payment was due up to and including the day payment is made. 14./. -or the purposes of this clause 148 (a# 06eneral .nterest Charge Aate1 means the general interest charge rate determined under section :AA> of the Ta,ation Administration Act 1;4( on the day payment is due! e,pressed as a decimal rate per day9 (b# 0&mall ?usiness1 means an enterprise that employs less than the full time e2ui)alent of %5 persons (0full time e2ui)alent1 is as defined by the Australian ?ureau of &tatistics# on the day the Contract is entered into. .f the enterprise is an 0associated entity1 as defined in section 45AAA of the Corporations Act 2011! this test is applied to the group of associated entities as a whole9 and (c# 0the day that payment is made1 is the day when the Agency1s system generates a payment re2uest into the ban+ing system for payment to the &er)ice Pro)ider. 1#. S*-CONTRACTING AND ASSIGN,ENT 17.1. $ou must not! without Our prior consent in writing! subcontract the whole or any part of the wor+ under this Contract. >espite any appro)al to subEcontract! $ou remain fully responsible for the performance of $our obligations under the Contract. 17.%. $ou agree to ma+e a)ailable to "s! if We re2uest! details of all subcontractors engaged by $ou in the performance of this Contract! and $ou ac+nowledge (and agree to inform subcontractors# that we may publicly disclose the names of all subcontractors engaged. <ay %51%

17.(. $ou must not! without Our consent in writing! assign $our rights under this Contract. 1&. TER,INATION 13.1. The >epartment may immediately terminate this Contract or reduce the scope of the 6oods or &er)ices by gi)ing written notice to $ou. 13.%. On such termination We can8 (a# cease payments under the Contract9 (b# reco)er from $ou all sums paid for 6oods or &er)ices not pro)ided9 and (c# purchase similar ser)ices from alternati)e suppliers and claim by way of indemnity from $ou any loss it may incur in doing so. 1(. NEGATION O$ E,PLO%,ENT. PARTNERS/IP AND AGENC% 1:.1. $ou are not by )irtue of this Contract! and must not represent $ourself to be! and must ensure that none of $our employees or agents represent himself or herself to be! Our employee! partner or agent or otherwise able to bind or represent "s in performing $our obligations under the Contract. 1). CO,PLIANCE 'IT/ LEGISLATION 1;.1. $ou must comply with all applicable laws of the Commonwealth! of any &tate! Territory or local authority. 1;.%. $ou agree to comply with the .nformation Pri)acy Principles contained in the Privacy Act 1988 (Cth# to the e,tent that the content of those principles apply as if $ou were an agency as defined in that Act and $ou agree to comply with any reasonable demand or in2uiries of Ours on the basis of the e,ercise of the functions of the Pri)acy Commissioner under that Act.

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