Terms and Conditions of Purchase (Suppliers)

In these Terms:

2.1 These Terms apply to all supply agreements unless agreed otherwise in writing.

2.2 By accepting a Purchase Order or supplying Goods/Services, the Supplier agrees to these Terms.

2.3 Conflicting terms from the Supplier are excluded unless explicitly accepted in writing.

3.1 All supplies must be based on a formal Purchase Order issued by the Company.

3.2 The Supplier must confirm or acknowledge the Purchase Order within 2 business days.

3.3 No variation in scope, pricing, or delivery is valid unless confirmed in writing by the Company.

4.1 Prices are fixed as per the Purchase Order and cannot be varied unless agreed in writing.

4.2 Prices are deemed inclusive of packaging, delivery, and taxes unless specified.

4.3 Invoices must quote the correct PO number and be submitted in a valid format.

4.4 Standard payment terms are 30 days from receipt of a valid invoice.

4.5 The Company may withhold payment for defective, non-compliant, or late deliveries.

5.1 Delivery must comply with the quantity, schedule, and location in the Purchase Order.

5.2 Title and risk pass to the Company upon delivery and formal acceptance.

5.3 Time is of the essence. Delays must be communicated and may result in rejection.

6.1 Goods must be securely packaged to prevent damage during transit.

6.2 Each shipment must include a packing list, delivery docket, and requested documentation such as:

7.1 The Supplier warrants all Goods and Services conform to:

7.2 The Supplier shall maintain appropriate quality control and allow reasonable inspection by the Company.

8.1 The Company may inspect the Goods at any time during manufacture or post-delivery.

8.2 If Goods are found to be defective, non-conforming, damaged, or unsuitable, the

Company may:

8.3 Acceptance of delivery does not waive the right to later reject the Goods for hidden defects.

8A.1 The Company reserves the right to return any:

8A.2 Returned Goods must be collected by the Supplier at its cost or replaced at the Company’s discretion.

8A.3 Any return does not affect the Company’s right to claim damages or reject further deliveries.

9.1 The Supplier warrants that all Goods and Services:

9.2 Warranty periods vary by product type, especially where the risk of damage is higher (e.g. foam pigs). The applicable warranty shall be stated in the PO or accompanying documentation.

9.3 The Supplier agrees to promptly repair, replace, or refund defective Goods within the warranty period at no cost to the Company.

9.4 The warranty on repaired or replaced items restarts from the date of repair or replacement.

9A.1 The Supplier must maintain the following minimum insurance cover at its own cost:

9A.2 Proof of coverage must be supplied upon request by the Company.

10.1 The Supplier must comply with all applicable environmental laws, including the use, handling, and disposal of materials.

10.2 The Company encourages the use of sustainable materials and low-emission processes.

10.3 The Company reserves the right to audit environmental practices or request relevant certifications.

11.1 All intellectual property supplied by the Company remains its property and must not be shared or reused without written consent.

11.2 The Supplier must ensure supplied Goods do not infringe third-party intellectual property rights.

11.3 Confidentiality must be maintained with respect to all technical, commercial, or proprietary information.

Neither party shall be liable for delays or failure to perform caused by factors beyond reasonable control, including but not limited to:

Affected obligations will be suspended for the duration of the event, with efforts made to resume promptly.

13.1 The Company may terminate a contract or PO if:

13.2 Upon termination, the Company’s liability is limited to accepted and conforming deliveries already made.

Failure by the Company to enforce any provision is not a waiver of its rights. Any waiver must be in writing and signed by an authorised officer.

If any clause in these Terms is unenforceable or invalid, the remainder will continue to apply.

These Terms are governed by the laws of Western Australia. The Supplier consents to the jurisdiction of the courts of Western Australia.