Terms & Conditions

1. DEFINITIONS AND TERMS OF PURCHASE ORDER

Unless the context otherwise indicates:

• "Deliver To Address": The address stated against 'Deliver To' on the front sheet of this Purchase Order.
• "Goods": The goods identified under 'Details' on the front sheet of this Purchase Order.
• "GST": As defined in the GST Act.
• "GST Act": Refers to the A New Tax System (Goods and Services) Act 1999 (Cth).
• "Promised Delivery Date": The relevant date stated under 'Promised Delivery' on the front sheet of this Purchase Order.
• "Purchase Order": Includes these Terms of Purchase.
• "Purchaser": The party identified on the front sheet to whom the Goods must be delivered.
• "Services": The services identified under 'Details' on the front sheet of this Purchase Order.
• "Supplier": The party to whom this Purchase Order is addressed.
• "Term": The period from the issue date until one week after delivery or completion, or until termination as per these terms.

This Purchase Order will be deemed accepted by the Supplier upon commencement of work related to delivering the Goods.

2. GOODS

1. Description
   The Goods to be supplied are described in this Purchase Order.
2. Supplier Warranties
   The Supplier warrants that the Goods will:
   • Comply with any drawings, specifications, or technical documents provided.
   • Meet all relevant standards and statutory requirements.
   • Be new, of good quality, and fit for their intended purpose unless stated otherwise.
   • Be free of liens, charges, or encumbrances upon delivery.
   • Be supplied in accordance with the terms of this Purchase Order unless otherwise agreed.
3. Access and Documentation
   The Supplier must allow access to:
   • Locations where the Goods are manufactured or stored.
   • Quality assurance records and technical documentation relevant to the Goods.
4. Intellectual Property Indemnity
   The Supplier indemnifies the Purchaser against any claims related to intellectual property infringement connected to the Goods.
5. Care and Insurance
   The Supplier is responsible for the care and insurance of the Goods until delivery and acceptance by the Purchaser.

3. DELIVERY OF GOODS

1. Delivery Obligations
   Unless agreed otherwise, the Supplier must deliver the Goods on the Promised Delivery Date.
2. Delivery Requirements
   The Supplier must:
   • Confirm delivery arrangements prior to the delivery date.
   • Label and package the Goods as directed.
   • Deliver to the specified address and time.
3. Ownership Transfer
   Ownership of the Goods transfers upon delivery and acceptance by the Purchaser.
4. Delivery Documentation
   At delivery, a duplicate delivery docket must be provided for signature.
5. Approval of Goods
   Delivery and acceptance do not constitute approval of the Goods.

4. DELIVERY OF SERVICES

1. Standards of Service
   Services must be performed diligently, professionally, and to applicable standards.
2. Qualified Personnel
   Personnel performing the Services must possess requisite qualifications, skills, and comply with Purchaser policies.
3. Good Faith Obligation
   The Supplier must act in good faith and avoid harming the Purchaser's reputation.
4. Reporting
   The Supplier must liaise with and report to the Purchaser on all aspects of the Services.
5. Insurance
   The Supplier must maintain required insurances, including $20,000,000.00 in public liability coverage.
6. Expenses and Reimbursements
   Unless specified, the Supplier will bear all expenses.
7. Compliance
   The Supplier must comply with all applicable laws and indemnify the Purchaser for any breach.
8. Payment of Employees
   The Supplier is solely responsible for its employees' remuneration and benefits.

5. DELAY

1. Notification
   The Supplier must notify the Purchaser immediately of potential delays.
2. Extensions
   The Purchaser may grant reasonable extensions at its discretion.
3. Minimizing Delays
   The Supplier must take practical steps to avoid or minimize delays.

6. PAYMENT

1. Rates
   Rates include all necessary costs for delivery and obligations under this Purchase Order.
2. Payment Claims
   Claims must be submitted to accountsaus@c2ogroup.com within the specified time frame.
3. Payment Terms
   Payment will be made within 30 days of receiving a compliant claim.

7. GOODS & SERVICES TAX (GST)

1. GST Registration
   Each party must provide evidence of GST registration upon request.
2. GST Calculations
   Payment amounts are calculated exclusive of GST.
3. Tax Invoices
   Tax Invoices must be provided according to specified terms.

8. DEFAULT

If the Supplier fails to:

• Deliver the Goods as required.
• Rectify defects promptly.
• Comply with any obligations under this Purchase Order.

The Purchaser may remedy the failure at the Supplier's cost.