Standard Terms and Conditions of Purchase

Terms and conditions
(a) This Purchase Order and any amendments thereto are considered accepted by Seller unless notification of rejection is received in writing and acknowledged and accepted by Purchaser.
(b) This Purchase Order is an offer by Purchaser and expressly limits Seller’s acceptance to the terms of this Purchase Order.
(c) This Purchase Order does not constitute an acceptance by Purchaser of any offer to sell, any quotation, or any proposal of Seller. Reference in this Purchase Order to any such offer to sell, quotation, or proposal shall in no way constitute a modification of any of the Terms and Conditions of this Purchase Order. ANY ATTEMPTED ACKNOWLEDGMENT OF THIS PURCHASE ORDER CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER IS NOT BINDING UPON PURCHASER UNLESS SPECIFICALLY ACCEPTED BY PURCHASER IN WRITING. These Terms and Conditions prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Purchase Order, which are hereby rejected and considered null and void. Time is of the essence of this Purchase Order. Purchaser may terminate the whole, or any part of this purchase order at any time for any reason.
Interpretation in these conditions
Agreement means these general terms and conditions of purchase.
Corporations Act means the Corporations Act 2001 (Cth), as amended.
Delivery Date means the date the Goods will be dispatched to the Delivery Point as specified by R2D Core Pty Ltd.
Delivery Point means the place where the Goods are to be delivered as specified by R2D Core Pty Ltd.
Goods means the goods or services purchased by R2D Core Pty Ltd from the Supplier as specified by R2D Core in the Order.
GST has the meaning given to that term in the GST Law.
GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all present and future rights throughout the world conferred by statute, common law or equity in or in relation to inventions, discoveries, innovations, know how, technical information and data, prototypes, processes, improvements, patent rights, circuitry, drawings, plans, specifications, copyright, trade mark rights, design rights, plant variety rights and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether or not registrable, registered, or patentable. These include all rights in all applications to register these rights, all renewals and extensions of these rights and all rights in the nature of these rights.
R2D Core means R2D Core Solutions Pty Ltd (ABN 82 655 435 135) and its successors and assigns.
Modern Slavery Laws means the Modern Slavery Act 2018 (Cth) and any relevant regulations or ancillary legislation published in respect of the above or any similar modern slavery legislation in another jurisdiction of which the Principal is required to comply.
Modern Slavery Offence means any conduct which would constitute “modern slavery” under the Modern Slavery Act 2018 (Cth).
Order means a Purchase Order provided by R2D Core to the Supplier.
Purchase Order means a written document provided by R2D Core to the Supplier, containing the Delivery Date, Delivery Point, the Goods to be purchased and the price for Goods to be purchased.
RFQ means a request for quotation by R2D Core.
State means the state of NSW in the Commonwealth of Australia.
Supply of goods
1. R2D core agrees to purchase and the Supplier agrees to supply the Goods in accordance with this Agreement.
2. This Agreement shall apply to all Goods supplied by the Supplier to R2D coreunless otherwise agreed in writing by R2D core’s Purchasing Manager.
3. This Agreement is deemed to be incorporated into all contracts for the purchase of Goods by R2D core from the Supplier and will prevail over any inconsistent terms in any document of the Supplier unless otherwise agreed by R2D core purchasing staff in writing.
4. If R2D core places an order with the Supplier for Goods or enters into a contract with the Supplier and the Goods provided to R2D core, or R2D core makes any payment, the Supplier is taken to have accepted the supply of such Goods on the terms of this Agreement.
5. To the extent the Supplier's terms and conditions are supplied with the Goods (including as printed on consignment notes or other documents) those terms and conditions will be of no legal effect and will not constitute part of any agreement to supply the Good.
Quotations and orders
1. Purchase Orders: R2D core will issue a written Purchase Order for Goods. If R2D core does not receive a written notification from the Supplier that they are unable to supply the Goods according to the Purchaser Order within 24 hours of receipt of the Purchaser Order, the Supplier will be deemed to have accepted the Purchaser Order.
  3.2 Request for Quotation: If R2D core provides the Supplier with a RFQ, the RFQ shall not constitute an offer by R2D core and R2D core may withdraw or alter the RFQ without notice. All responses to RFQs provided by the Supplier and received by R2D core in R2D core’s standard form will constitute a valid quotation and offer for the supply of the Goods (Supplier’s Offer). For the avoidance of doubt, the Supplier’s Offer does not constitute an acceptance by R2D core of the Supplier’s Offer.
Cancellation and modification of orders
1. R2D core may cancel without penalty:
  1. the undelivered portion of any purchase order upon written notice of cancellation to Supplier. Upon receipt of notice of cancellation, Supplier shall immediately stop work on the undelivered portion of the affected Purchase Order and make no further commitments for materials or services to complete such affected Purchase Order.
  2. Orders for Goods where the Supplier has failed to provide the Goods in whole or part by the Delivery Date.
Price and payment
1. Unless R2D core consents in writing, any order for Goods may not be invoiced at a price higher than that set out in an Order.
2. Save in the event of breach by the Supplier of this Agreement or the delivery of inadequate Goods by the Supplier, payment for Goods shall be made by R2D core in accordance with the agreed trading terms.
3. In the event that the Supplier breaches this Agreement, the Supplier must refund to R2D core any monies paid pursuant to this Agreement within 30 days of a notification of breach.
GST
1. Unless otherwise stated, the price for the Goods is GST inclusive.
2. In addition to the price for the Goods, R2D core must pay to the Supplier an amount equal to any GST the Supplier must pay for any supply by the Supplier under this Agreement.
Delivery
1. The Supplier must deliver the Goods to R2D Core on the Delivery Date and in accordance with the delivery terms specified in the Order.
2. The costs of shipping to the Delivery Point in order to provide the Goods will be at the Supplier's cost unless otherwise stated in the Order.
3. If the Supplier does not supply the Goods at the Delivery Point on the Delivery Date, R2D Core may, in addition to any other remedy:
  
  a) obtain those Goods from another source;
  b) refuse to accept the late delivery of those Goods, and will not be liable for any payment for those Goods or any other penalty
  c) at its election, accept or reject partial deliveries.
  d) require the Supplier to ship the Goods via air (where the context requires) or other expeditious route to minimise delay in delivery, and the Supplier must bear all costs occasioned thereby; and/or
  e) treat such default as a repudiation by the Supplier and accept such repudiation and terminate the agreement for the supply of those Goods by notice in writing whereupon R2D Core’s obligations to the Supplier shall terminate absolutely.
4. All Goods shall be properly packed to prevent damage or deterioration and, in such manner, as will obtain the lowest transportation rates;
5. The Supplier shall be responsible for all charges by way of preparation, crating, dunnage and other costs unless separately stated in this Agreement;
6. All consignments shall be clearly marked with R2D core's order reference and name;
7. Each consignment shall be issued with a packing slip which shall clearly state R2D core's order number, the type of goods, quantities and product name; and
8. The shipment of Goods to R2D core is deemed to be acceptance of this Agreement for the supply or provision of those Goods.
Inspection and return
1. Notwithstanding any prior payment, all Goods are subject to inspection and acceptance within a reasonable time after delivery at the Delivery Point.
2. If the Supplier delivers Goods that R2D Core considers in its sole discretion:
  
  a) do not match the description and quantity of the Goods ordered;
  b) are not fit for the purpose specified by R2D Core;
  c) breach any of the warranties given in under clause 10; or
  d) are not of acceptable quality,
  then the Goods shall not be taken to be delivered for the purposes of clause 8.
Warranties
1. The Supplier acknowledges that where the supply of Goods are “consumer” supplies, under applicable State, Territory and Commonwealth law(s) (including, without limitation, the Competition and Consumer Act 2010 (Cth)) certain statutory express and implied guarantees and warranties will be implied into this Agreement (Non- Excluded Guarantees).
2. The Supplier acknowledges that nothing in this Agreement purports to modify or exclude the Non-Excluded Guarantees.
3. In addition to the Non-Excluded Guarantees, the Supplier hereby agrees that the Goods will be provided:
  
  a) in compliance with any applicable laws for the packaging, promotion, distribution, storage, sale, leasing or hire of the Goods in the Commonwealth of Australia;
  b) conform to the specification drawing samples or other descriptions furnished or specified by R2D Core; and
  c) not infringe the Intellectual Property Rights of any third party.
Supplier liabilities
1. Subject to clause 11 and to the extent permitted by law, the liability of the Supplier and its employees or agents for a breach of any warranty or liability implied by this Agreement, is limited, at R2D Core’s option, to:
  1. for a major failure, R2D Core is entitled to a replacement or refund for the Goods and compensation for any reasonably foreseeable damage;
  2. the replacement of the Goods or the supply of equivalent Goods;
  3. the repair of the Goods;
  4. the payment of the costs of replacing the Goods or of acquiring equivalent goods; or
  5. the payment of the cost of having the Goods repaired.
2. Notwithstanding clause 11.1, the Supplier is liable for all liabilities and losses incurred by R2D Core(and users of the Goods) in connection with a demand, action, arbitration or other proceeding, arising directly or indirectly as a result of or in connection with:
  1. a breach by the Supplier of any representation or warranty or guarantee provided in this Agreement or implied by law;
  2. a breach or non-performance of any obligation of the Supplier under this Agreement, whether express or implied; and
  3. a claim that the Goods supplied to R2D Core infringe any Intellectual Property Rights of a third party.
  4. The Goods do not conform to specification as either published, or provided to R2D Core or agreed to with R2D Core or specified on R2D Core’s purchase order.
3. The Supplier is liable for all legal costs and other expenses, on a full indemnity basis, incurred by R2D Core in connection with matters referred to in clause 11.2(a).
4. The provider of the warranties under this Agreement is the Supplier.
5. Other than as expressly provided for in this clause 11 and subject to the limitations in clause 10, R2D Core, its contractors and/or agents will not be liable for any loss or damage (including consequential loss or damage, which includes without limitation, loss of profit and loss of revenue) suffered in connection with the Goods except in circumstances where such loss or damage is due to the gross negligence of R2D Core, its contractors and/or agents.
Supplier indemnity
1. Subject to clauses 10 and 11, the Supplier indemnifies R2D Core from every liability, loss, damage, cost or expense directly or indirectly incurred or suffered by R2D Core that is caused by or contributed to by any of the following:
  1. R2D Core compliance with any of the Supplier's instructions about the Goods;
  2. The Supplier's or its employees' failure (or any third party associated with its failure) to:
    1. adequately provide safety information relating to the Goods;
    2. comply with any laws relevant to providing the Goods;
    3. take any reasonable precaution to bring to the attention of any potential users of the Goods any dangers associated with the Goods;
    4. take any reasonable precaution to detect any matters to which R2D Core may become liable in any way (for example, under the Competition and Consumer Act);
    5. provide correct information to R2D Core; and
    6. use and maintain the Goods prior to delivery to R2D Core in accordance with the manufacturer's instructions and or any other written materials supplied with the Goods relating to the storage, installation and operation of the Goods.
  3. Any negligence or breach of duty by the Supplier or any breach by any third party of this Agreement;
  4. Any workmanship or procedure performed by the Supplier or a third party in connection with the Goods; and
  5. Any misuse, neglect or alteration by the Supplier, its agents, its employees or any third party or the property of R2D Core in connection with supplying the Goods.
Intellectual property
Grants to the Supplier a non-exclusive licence to use its Intellectual Property Rights for the sole purpose of fulfilling Orders in accordance with this Agreement. The Supplier acknowledges that there is no transfer of title, interest or ownership to the Supplier of any Intellectual Property Rights in the Intellectual Property Rights of R2D Core.
Quality assurance
Upon request by R2D Core, the Supplier must provide R2D Core and its nominees with access to the Supplier's premises to undertake quality audits and quality surveillance as defined in AS/NZ ISO 9001 of the Supplier's quality system and/or the production processes related to the Supplies.
Insurance
The Supplier must procure and maintain such insurances and on such terms and conditions as a prudent supplier, providing supplies similar to the Supplies, would procure and maintain.
Default and termination
The Supplier breaches any of the terms or conditions of the Purchase, R2D Core may issue a Notice of Default. If the Supplier does not correct the default within the time stated in the Default Notice, R2D Core may, by written notice to the Supplier, and without prejudice to any other rights or remedies which R2D Core may have, terminate any further performance by the Supplier of the Purchase. Any amounts due to the Supplier for Supplies delivered by the Supplier prior to such termination will be subject to offset of R2D Core’s additional costs of procurement of a replacement Supplier and other damages incurred by R2D Core as a result of the Supplier's default, including consequential loss, and is in addition to and not in substitution for any other remedy available at law or in equity.