Technology

Manufacturing & Automation

Terms and Conditions

Conditions of Purchase

1. Definitions and Interpretation

These terms have these meanings when used in these Conditions:

Agreement means the agreement between the Vendor and RayGen for the supply of the Product and/or Services comprised of the Purchase Order, these Conditions and all documents attached or incorporated by reference;

Conditions means these conditions of purchase;

Confidential Information means all documentation, data, drawings, intellectual property and other information of a party (and includes without limitation Personal Information) except to the extent that such information is in the public domain through no breach of this Agreement;

GST Act means A New Tax (Goods and Services Tax) Act 1999;

Personal Information has the meaning given in the Privacy Act 1988 (Cth);

Personnel includes the Vendor's employees, agents and/or subcontractors;

Privacy Laws means:

  • the Privacy Act 1988 (Cth) ("Privacy Act"), the Telecommunications Act 1997 (Cth), Telecommunications (Interception) Act 1979 (Cth), and the privacy protection policy issued by RayGen from time to time; and
  • any other legislation, principles, industry codes and policies relating to the collection, use, storage or granting of access rights to Personal Information, which RayGen notifies the Vendor is a Privacy Law for the purposes of this Agreement;

    • Product means all goods or other materials to be supplied by the Vendor pursuant to the Purchase Order including work product the output of Services;

    Purchase Order shall mean the document entitled "Purchase Order" in which these Conditions are referred to or attached to;

    Services mean services to be provided by the Vendor specified in a Purchase Order;

    RayGen means RayGen Resources Pty Ltd ABN 53 142 807 485.

    Vendor means the company, firm, person or persons named in the Purchase Order and

    Work means the performance of the Services or delivery, supply or manufacture in whole or in part of the Product.

    2. Formation of Contract

  • Acceptance of the Purchase Order shall be deemed to be an acceptance of these Conditions to the exclusion of any other terms, unless and to the extent that RayGen expressly agrees in writing to the incorporation of such terms or any variation of these Conditions by re-issue of the Purchase Order specifying the amendments as special conditions under clause 14.6.
  • If the Vendor commences Work the Vendor shall be deemed to have accepted the Purchase Order and these Conditions notwithstanding its failure to provide written acknowledgment.
  • If the Vendor has accepted the Purchase Order, it will be bound to provide the Product and Services specified in the Purchase Order in accordance with the Agreement including any project or other plan, specification or installation instructions incorporated by reference into the Agreement.

    • 3. Vendor's Obligations and Warranties

    The Vendor:

  • shall be responsible for any discrepancies, errors or omissions in specifications, drawings or any particulars supplied by it and must carefully check information of any kind provided to it by RayGen;
  • shall comply with all Privacy Laws in relation to the Personal Information, whether or not the Vendor is an organisation bound by the Privacy Act and if it is a small business under the Privacy Act, then upon reasonable request by RayGen, the Vendor agrees to choose to be treated as an organisation bound by the Privacy Act in accordance with Section 6EA of that Act during the term of the Agreement;
  • shall and shall ensure that its Personnel do not make public or disclose any Confidential Information of RayGen except to the extent required by law to do so and subject to giving RayGen reasonable notice prior to disclosure;
  • shall ensure that Product packaging is suitable and environmentally friendly (biodegradable);
  • shall at its cost comply with all relevant laws, orders, regulations or by-laws and bear any additional costs arising from non-compliance;
  • acknowledges that, to the extent that the Work comprises "building works" as defined in section 3(1) of the Code for the Tendering and Performance of Building Work 2016 (the Code), the Code may apply to the Agreement;
  • warrants that:
    1. all Product will be new, of merchantable quality, and fit for its intended purpose; provide the full functionality and performance claimed; operate in accordance with its specifications; and calculate dates correctly for the period of the useful life of the Product;
    2. all Services will be provided with due skill and care to the standard reasonably to be expected of a person performing the business of the Vendor.
  • must conduct itself in a manner that does not invite, directly or indirectly, RayGen's officers, employees or agents to behave unethically, or to otherwise contravene RayGen's Supplier Code of Conduct policy.

    • 4. Defects

    The Vendor shall, at its cost and without prejudice to any of RayGen's other rights and remedies, rectify all defects occurring in the Work within the greater of either 18 months of the date of receipt of delivery by RayGen or such longer period of warranty usually provided by the Vendor. Such rectification shall be effected as a matter of urgency and, if any defect is not rectified within a reasonable period specified by RayGen (not being less than 14 days), RayGen may engage a third party to rectify the defect and recover its costs.

    5. RayGen Property

  • Legal title to and property in all material supplied by RayGen in respect of the Purchase Order shall remain with RayGen and shall not pass to the Vendor. The Vendor may only use such material in performing its obligations under the Agreement and shall bear the risk of damage or loss.
  • All drawings, specifications, information and samples provided by RayGen shall remain RayGen's sole and exclusive property, shall be deemed to be Confidential Information and shall not be disclosed by the Vendor to a third party except with the prior written consent of RayGen.

    • 6. Intellectual Property Rights

  • Copyright, patent, database rights, registered designs, trademarks, eligible layout rights and all other rights of a proprietary nature created or arising as a result of intellectual activity in carrying out the Work, vest in and are transferred by the Vendor to RayGen on creation.
  • The Vendor warrants that RayGen's use of the Products provided by the Vendor under this Agreement shall not infringe any author's moral rights under the Copyright Act 1968.
  • For the purposes of this clause 6, RayGen's use of the material provided by the Vendor includes RayGen's right to reproduce, sub-license, publish, copy, adapt, communicate to the public, materially distort, destroy, mutilate or in any way change the materials.
  • The Vendor shall fully indemnify RayGen against any loss, costs and expenses arising from any claim by a third party in respect of the Works including a claim that the use of the Product constitutes an infringement of a registered design, trademark, copyright, moral right or patent.

    • 7. Time and Delivery

  • The times and dates stated in the Purchase Order for delivery or completion shall be binding and be of the essence of the Purchase Order.
  • Unless otherwise specified in the Purchase Order, Product is to be delivered without additional charge to RayGen, to the forwarding address stated in the Purchase Order.

    • 8. Risk, Title and Acceptance

  • Risk in the Product shall remain with the Vendor until the Product has been accepted by RayGen. Title to Product will pass to RayGen upon delivery.
  • If the Product does not perform, or is not substantially in accordance with the Agreement, RayGen may reject all or part of the Product.

    • 9. Price and Payment

  • Prices are, unless otherwise specified, fixed and not subject to variation except as permitted under the Agreement.
  • Subject to clause 9.3 prices in the Purchase Order include all Government taxes and charges.
  • If GST is payable in relation to a Taxable Supply made by RayGen, the amount payable will be the amount payable under the Purchase Order plus GST.
  • Invoices submitted by the Vendor must be a tax invoice as required by the GST Act and specify the Purchase Order number, Product item number and other relevant details.
  • Subject to any contrary term of this Agreement, payment will be made on the last day of the month following the month in which the Vendor's invoice is received.
  • RayGen may set off any amount due and payable by RayGen to the Vendor against any amount owing by the Vendor.
  • RayGen has no obligation to make any payment unless the Vendor has supplied required documentation including Workers Compensation statements and insurance certificates of currency.
  • If RayGen becomes liable to pay any amount to any third party by reason of the Vendor's failure to provide the documentary evidence required, RayGen may have recourse to any security it may be holding from the Vendor.

    • 10. No Inducement

    If the Vendor either directly or indirectly provides to an employee of RayGen any benefit which might reasonably be construed as an inducement, then RayGen may at its option give notice to the Vendor that the Agreement is void and of no force or effect.

    11. Liability, Indemnity and Insurance

  • The Vendor indemnifies RayGen, its officers, employees, agents, advisers, contractors in respect of any claim, action, damage, loss, liability, cost, charge, expense arising from unlawful acts, personal injury, death, property damage, or breach of obligations.
  • Except to the extent that liability cannot be legally limited or excluded: RayGen's liability shall be limited to payment of the prices due; and RayGen shall not be liable for economic loss, loss of profit, loss of revenue, indirect or consequential loss.
  • The Vendor shall at its expense effect and maintain:
    1. a public and products liability policy for not less than $10 million per occurrence;
    2. an insurance policy covering loss of or damage to the Work;
    3. if the Work involves consulting or design, a professional indemnity policy for not less than $5 million per occurrence; and
    4. such insurance as is legally required under any Workers' Compensation legislation.
  • The policies must be maintained with a reputable insurer licensed to provide insurance in Australia.

    • 12. Site Access

  • If the Work is to be performed at a specified location (Site), the Vendor will be given access for a period sufficient to enable it to perform its obligations.
  • Unless otherwise agreed in writing the Vendor shall provide at its own expense all site facilities, constructional plant and other amenities.
  • The Vendor shall comply with all occupational health and safety and security regulations applying on Site.

    • 13. Termination

  • If the Vendor defaults in the due observance or performance of any or all of its obligations and does not rectify such default within 14 days, or if a liquidator or like officer is appointed, then RayGen may terminate this Agreement and retain or enforce any security given.
  • RayGen may at any time without cause, vary, cease or suspend the Work or terminate the Agreement by giving notice in writing to the Vendor.

    • 14. General

  • For the purpose of service of any document or notice, it shall be sufficient to forward such document by ordinary mail, telegram or facsimile to the address of the other party.
  • If any part of these Conditions is or becomes illegal, invalid or unenforceable, it shall be interpreted, read down or severed without affecting the remaining clauses.
  • The Vendor shall not, without prior written consent of RayGen, assign, transfer or subcontract any obligations under this Agreement.
  • This Agreement may only be amended in writing signed by both parties.
  • This Agreement shall be construed in conformity with the laws of the State of Victoria, Australia.
  • The Purchase Order may include additional or special terms and conditions which take precedence in the following order: the terms of the Purchase Order; these Conditions; any referenced document, plan or specification.

    • 15. Security

  • RayGen grants to the Vendor a Purchase Money Security Interest (PMSI) in all Product supplied by the Vendor (Secured Property) as security for the payment by RayGen of the price for those Products.
  • RayGen irrevocably gives the Vendor authority to register a financing statement for the PMSI on the Personal Property Securities Register (PPSR).
  • Sections 95, 118, 121(4), 125, 130, 132 and 135 of the PPSA shall not apply to the extent that they impose obligations on the Vendor or RayGen under this clause 15.
  • RayGen and the Vendor each irrevocably waive their right to receive from the other party a copy of any financing statement, financing change statement or verification statement.
  • RayGen and the Vendor agree that neither party may disclose information that can be requested under section 275(1) of the PPSA or is protected against disclosure by a duty of confidence.