Conditions of Purchase
1. Definitions and Interpretation
These terms have the following 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 the information: (a) is or becomes public other than through a breach of this Agreement;
(b) was lawfully in the recipient's possession before disclosure without an obligation of confidence;
(c) is lawfully received from a third party without an obligation of confidence;
or (d) is independently developed by the recipient without reference to the discloser's information
GST Act means A New Tax System (Goods and Services Tax) Act 1999
Personal Information has the meaning given in the Privacy Act 1988 (Cth)
Personnel includes, in relation to a party, that party's employees, agents and/or subcontractors
Privacy Laws means:
(a) the Privacy Act 1988 (Cth), the Telecommunications Act 1997 (Cth), Telecommunications (Interception) Act 1979 (Cth), and any privacy protection policy issued by RayGen from time to time;
and
(b) any other legislation, principles or industry codes relating to the collection, use, storage or granting of access rights to Personal Information that applies to the Vendor's performance 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 means the document (however titled or described) issued by RayGen to the Vendor for the supply of the Product and/or Services, in which these Conditions are referred to or attached to
Services mean services to be provided by the Vendor specified in a Purchase Order
Supplier Code of Conduct means RayGen's Supplier Code of Conduct as available on this webpage below, as amended from time to time
RayGen means RayGen Resources Pty Ltd ABN 53 142 807 485
Vendor means the company, firm, person or persons named in the Purchase Order supplying the Product and/or Services
Work means the performance of the Services or delivery, supply or manufacture in whole or in part of the Product
2. Formation of Contract
2.1 Acceptance of the Purchase Order is acceptance of these Conditions to the exclusion of any other terms. The parties may agree to incorporate additional or special terms and conditions which are to be marked in a Purchase Order and which take precedence in the following order:
(a) the terms of the Purchase Order;
(b) these Conditions; and
(c) any document, plan or specification referenced in the Purchase Order or otherwise agreed between the parties in writing.
2.2 If RayGen has given the Vendor a copy of, or a link to, these Conditions with or before the Purchase Order, and the Vendor commences Work, the Vendor is taken to have accepted the Purchase Order and these Conditions notwithstanding its failure to provide written acknowledgment.
2.3 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. Parties' Obligations and Warranties
The Vendor:
3.1 must carefully check all information provided to it by RayGen and promptly notify RayGen of any discrepancy, error or omission that it identifies, or that it ought reasonably to identify, in that information; and is responsible for discrepancies, errors or omissions in specifications, drawings or particulars supplied by the Vendor;
3.2 must 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;
3.3 must ensure that Product packaging is suitable and environmentally friendly (biodegradable where available and appropriate given the Product’s characteristics);
3.4 must at its cost comply with all relevant laws, orders, regulations or by-laws and bear any additional costs arising from non-compliance;
3.5 warrants that:
(a) all Product will be new, of acceptable quality within the meaning of section 54 of the Australian Consumer Law, and reasonably fit for any purpose RayGen has made known to the Vendor; will provide the functionality and performance stated in the Purchase Order or in the Vendor's specifications; and will operate in accordance with those specifications; and
(b) 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;
3.6 must not, and must ensure its Personnel do not, act in a way that would cause the Vendor or RayGen to contravene Australian sanctions laws (including the Autonomous Sanctions Act 2011 (Cth) and the Charter of the United Nations Act 1945 (Cth)) or Australian export control laws (including the Defence Trade Controls Act 2012 (Cth) and the Customs Act 1901 (Cth) and regulations made under it); and must notify RayGen promptly if it becomes aware that any Product, technology or technical data supplied under the Purchase Order is controlled or restricted for export in any jurisdiction;
3.7 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 (covering health and safety, labour and human rights (including Modern Slavery), environment, anti-bribery and anti-corruption, record keeping, and conflict of interest policies) in place at the time the Vendor accepts the Purchase Order, and as available on this webpage below.
Each party:
3.8 must not, and must ensure that each of its Personnel do not, make public or disclose any Confidential Information of the other party except as permitted under any confidentiality or non-disclosure agreement between the parties, or to the extent required by law to do so and subject to giving the other party reasonable notice prior to disclosure.
4. Defects
The Vendor shall, at its cost and without prejudice to any of RayGen's other rights and remedies, rectify all defects in the Work notified by RayGen within the greater of 18 months from the date of receipt of delivery by RayGen or such longer warranty period as the Vendor usually provides.
The Vendor must commence rectification promptly and complete it within a reasonable period specified by RayGen (not being less than 14 days from notification of the defect).
The Vendor may inspect the defect before rectification is carried out.
If the Vendor fails to rectify within that period, RayGen may, after giving the Vendor a further 5 Business Days' notice, engage a third party to rectify the defect and recover from the Vendor the reasonable costs it actually incurs in doing so.
5. RayGen Property
5.1 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 to or loss of that material, other than to the extent the damage or loss is caused by RayGen or its personnel or arises from fair wear and tear.
5.2 All drawings, specifications, information, documents and samples provided by RayGen in relation to a Purchase Order 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
6.1 All intellectual property rights created by or on behalf of the Vendor specifically in carrying out the Work (Project IP) vest in RayGen on creation and, to the extent they do not vest automatically, are assigned to RayGen on creation. This clause does not affect intellectual property rights owned by the Vendor before the date of the Purchase Order or developed independently of the Work (Vendor Background IP), which remains the property of the Vendor. The Vendor grants RayGen a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence, with the right to sublicense, to use Vendor Background IP to the extent necessary for RayGen to use, operate, maintain, repair and modify the Product and the Project IP.
6.2 The Vendor must obtain from each author of material provided under this Agreement a written consent, in a form complying with Part IX Division 6 of the Copyright Act 1968 (Cth), to the acts described in clause 6.3, and must provide copies of those consents to RayGen on request.
6.3 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.
6.4 The Vendor indemnifies RayGen against loss, costs and expenses arising from a third party claim that the Product or the Work infringes a registered design, trade mark, copyright, moral right or patent, except to the extent the claim arises from designs or specifications supplied by RayGen, or from modification or use of the Product other than as intended. RayGen must notify the Vendor promptly of any such claim, and must not settle it without the Vendor's consent (not to be unreasonably withheld), other than an amount RayGen is required by law to pay.
7. Time and Delivery
7.1 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, subject only to any valid variation or extension under the terms of this Agreement.
7.2 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.
7.3 The Vendor must notify RayGen of the expected delivery date not less than 5 Business Days before delivery, and must notify RayGen as soon as it becomes aware that it will not meet a date stated in the Purchase Order.
7.4 If the Vendor is delayed by an act or omission of RayGen or of another contractor engaged by RayGen, the dates in the Purchase Order are extended by the number of days by which that act or omission actually delays delivery or completion. The Vendor must take reasonable steps to mitigate the delay. No extension is available for any period during which the Vendor is also in delay for a cause within its control.
7.5 To obtain an extension under clause 7.4, the Vendor must notify RayGen within 5 Business Days of becoming aware of the delay, stating the cause, the date the delay began and its expected effect on delivery or completion. If the Vendor does not do so, its entitlement for an extension is reduced to the extent RayGen is prejudiced by the failure.
7.6 RayGen may at any time extend a date in the Purchase Order by notice to the Vendor, whether or not the Vendor has claimed an extension. This power is for RayGen's sole benefit and does not oblige RayGen to exercise it.
8. Risk, Title and Acceptance
8.1 Risk in the Product remains with the Vendor until the Product has been accepted by RayGen. Title to Product passes to RayGen on delivery. RayGen is taken to have accepted the Product on the earlier of (a) RayGen giving written notice of acceptance and (b) 20 Business Days after delivery, unless within that period RayGen has given notice under clause 8.2.
8.2 If, within the period in clause 8.1, RayGen gives the Vendor written notice that the Product is defective or does not perform, or is not substantially in accordance with the Agreement, identifying the respects in which it does not, RayGen may either (a) allow the Vendor a reasonable period of not less than 14 days to remedy the defect or non-conformance, or (b) reject all or the affected part of the Product. Nothing in this clause limits any right or remedy RayGen has under the Australian Consumer Law.
9. Price and Payment
9.1 Prices are, unless otherwise specified, fixed and not subject to variation except as permitted under the Agreement.
9.2 Subject to clause 9.3 prices in the Purchase Order include all Government taxes and charges.
9.3 If GST is payable on a taxable supply made by the Vendor to RayGen under the Purchase Order, the amount payable is the amount stated in the Purchase Order plus GST, and the Vendor must provide a tax invoice. Terms used in this clause have the meaning given in the GST Act.
9.4 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.
9.5 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.
9.6 RayGen may set off against any amount payable to the Vendor any amount that is due and payable by the Vendor to RayGen under this Agreement or any other agreement between them, and that is liquidated or has been agreed or determined, provided RayGen gives the Vendor not less than 5 Business Days' written notice of the amount and the basis for it.
9.7 RayGen may withhold payment of an invoice to the extent that the Vendor has not supplied the workers' compensation statements and certificates of currency required under clause 11.3, after giving the Vendor notice and a reasonable opportunity to provide them.
9.8 If RayGen becomes liable to pay an amount to a third party, including a regulator or statutory authority, because the Vendor has not complied with clause 3.4 or clause 11.3, RayGen will notify the Vendor of the amount and, where practicable, give the Vendor a reasonable opportunity to satisfy the liability itself. Any amount RayGen pays is a debt due and payable from the Vendor to RayGen, recoverable as such or by set-off under clause 9.6.
10. No Inducement
If the Vendor, directly or indirectly, offers or provides to an officer, employee or agent of RayGen a benefit intended, or that a reasonable person would regard as intended, to influence that person improperly in connection with the Agreement, RayGen may terminate the Agreement immediately by notice to the Vendor. On termination, RayGen must pay for Work properly performed before the date of termination, less any loss RayGen suffers as a result of the conduct.
11. Liability, Indemnity and Insurance
11.1 The Vendor indemnifies RayGen, its officers, employees, agents and contractors against any claim, action, damage, loss, liability, cost or expense arising from a third party claim in connection with the Vendor's or its Personnel's unlawful act or omission, negligence, personal injury or death, damage to tangible property, or breach of this Agreement. The Vendor's liability under this clause is reduced proportionately to the extent the loss is caused or contributed to by RayGen or its personnel. RayGen must take reasonable steps to mitigate its loss and must not settle a claim without the Vendor's consent (not to be unreasonably withheld), other than an amount RayGen is required by law to pay.
11.2 Except to the extent that liability cannot be legally limited or excluded:
(a) neither party is liable to the other for economic loss, loss of profit, loss of revenue, loss of anticipated savings, or indirect or consequential loss;
(b) RayGen's aggregate liability under or in connection with this Agreement is limited to the amounts payable under the Purchase Order; and
(c) the Vendor's aggregate liability under or in connection with this Agreement is limited to the greater of the amounts payable under the Purchase Order and $200,000,
except that paragraphs:
(i) (b) and (c) do not apply to liability for personal injury or death, damage to third party property, infringement of third party intellectual property rights, or claims arising from fraud, gross negligence or wilful misconduct; and
(ii) (a), (b) and (c) do not apply to liability for breach of confidentiality.
11.3 The Vendor shall at its expense effect and maintain with a reputable insurer licensed to provide insurance in Australia the insurances specified in the Purchase Order and must provide certificates of currency and workers' compensation statements on request. If the Purchase Order does not specify them, the Vendor must maintain:
(a) public and products liability insurance for not less than $10 million per occurrence, or such lesser amount as RayGen agrees in writing having regard to the value and risk profile of the Work;
(b) insurance covering loss of or damage to the Work;
(c) if the Work involves consulting or design, professional indemnity insurance for not less than $5 million for any one claim and in the annual aggregate, or such lesser amount as RayGen agrees in writing; and
(d) such insurance as is legally required under any workers' compensation legislation.
12. Site Access
12.1 If the Work is to be performed at a specified location (Site), RayGen will give the Vendor access to the Site at the times and for the periods reasonably necessary to enable the Vendor to perform its obligations, subject to RayGen's site rules and inductions.
12.2 Unless otherwise agreed in writing the Vendor shall provide at its own expense all site facilities, constructional plant and other amenities.
12.3 The Vendor must comply, and must ensure its Personnel comply, with all applicable work health and safety laws (including, for Victorian Sites, the Occupational Health and Safety Act 2004 (Vic) and the Occupational Health and Safety (Psychological Health) Regulations 2025 (Vic)), with RayGen's site rules, inductions and safety procedures notified to it, and with any security requirements applying on Site. The Vendor must consult, cooperate and coordinate with RayGen so far as is reasonably practicable in relation to shared health and safety duties, and must notify RayGen of any incident, injury or dangerous occurrence on Site, as soon as it is safe to do so. If the Vendor supplies labour hire workers to a Site, it warrants that it holds a current licence under the applicable laws and must provide evidence of the licence on request.
13. Termination
13.1 If a party defaults in the due observance or performance of any of its material obligations and does not rectify the default within 14 days after receiving written notice specifying the default, or if a liquidator, administrator, receiver or similar officer is appointed to a party, the other party may terminate this Agreement immediately by written notice.
13.2 RayGen may, without cause, vary, cease or suspend the Work by giving notice in writing to the Vendor, or terminate the Agreement by giving not less than 14 days' notice in writing. On receipt of a notice from RayGen, the Vendor shall vary, cease or suspend Work in accordance with, and to the extent specified in, the notice. If RayGen gives a notice under this clause, RayGen is liable for the Compensation Amount. If Work is suspended for more than 60 days in aggregate, either party may terminate the Agreement by notice, and RayGen is liable for the Compensation Amount.
13.3 The Compensation Amount in this clause is:
(a) the price of Work properly performed to the Cessation Date; and
(b) the direct costs and normal overheads reasonably and necessarily incurred by the Vendor within the scope of the Purchase Order to that date,
in each case up to a maximum of the amounts that would otherwise have been payable under the Purchase Order. The Cessation Date is the date on which the Vendor ceases, or is required to cease, the affected Work.
13.4 If RayGen terminates under clause 13.1, RayGen is liable for the price of Work properly performed to the Cessation Date, less any loss, cost or expense RayGen incurs as a result of the default, including the cost of having the Work completed by another person, and RayGen may recover any excess from the Vendor as a debt. If the Vendor terminates under clause 13.1, RayGen is liable for the Compensation Amount.
13.5 On expiry or termination of this Agreement, the Vendor must promptly deliver to RayGen all completed Product, all material supplied by RayGen under clause 5.1, all drawings, specifications, data, models and other materials relating to the Work or embodying Project IP, and, if RayGen so elects, all Work in progress. RayGen is not obliged to make any payment under this Agreement until the Vendor has complied with this clause.
13.6 Termination does not affect any right or remedy that has accrued to either party before termination.
14. General
14.1 A notice under this Agreement must be in writing and sent to the address or email address of the recipient stated in the Purchase Order, or any other address notified in writing.
14.2 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.
14.3
(a) The Vendor shall not, without prior written consent of RayGen (not to be unreasonably withheld), assign, transfer or subcontract any obligations under this Agreement. Subcontracting does not relieve the Vendor of liability for the acts and omissions of its subcontractors.
(b) RayGen may assign or transfer the whole or any part of the benefit of this Agreement, including the benefit of any warranty, indemnity or defects liability, to any person by giving not less than 14 days' notice in writing to the Vendor.
(c) The Vendor consents to RayGen novating this Agreement to any person nominated by RayGen, and must promptly execute a deed of novation in a form reasonably required by RayGen under which that person assumes RayGen's rights and obligations from the date specified in the deed. RayGen remains liable for obligations accrued before that date.
14.4 This Agreement is governed by the laws of the State of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State and of courts hearing appeals from them.
14.5 Any dispute arising out of or in connection with this Agreement shall first be referred to senior representatives of each party for resolution by good faith negotiation. If the dispute is not resolved within 14 days, or such other longer period agreed by the parties in writing, the parties must refer it to mediation administered by the Resolution Institute in accordance with its Mediation Rules. The mediator is to be agreed between the parties or, failing agreement within 7 days of referral, appointed by the Chair of the Resolution Institute. Each party bears its own costs of the mediation and the parties share the mediator's fees equally. Nothing in this clause prevents a party seeking urgent injunctive or interlocutory relief at any time.
14.6 The Vendor shall implement reasonable technical and organisational measures to protect Confidential Information and Personal Information against unauthorised access, use, disclosure, loss or destruction, and shall notify RayGen without undue delay (and in any event within 48 hours) after becoming aware of any actual or suspected unauthorised access to, or loss of, such information. The Vendor must provide RayGen with all information and assistance RayGen reasonably requires to assess whether the incident is an eligible data breach and to comply with Part IIIC of the Privacy Act 1988 (Cth), and must not notify any individual or regulator about the incident without RayGen's prior written consent, unless required by law.
14.7 Nothing in these Conditions excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by law (including the Australian Consumer Law) that cannot lawfully be excluded, restricted or modified.
14.8 Clauses 3.8, 4, 5.2, 6, 9.6, 9.8, 11, 13.3 to 13.6, 14.2, 14.4, 14.5 to 14.7 and this clause survive expiry or termination of this Agreement.
15. Variations
15.1 RayGen may request a variation to the scope of the Work by notice in writing to the Vendor describing the variation.
15.2 Within 5 Business Days of receiving a request, the Vendor must give RayGen a written quotation stating the effect of the variation on the price and on the dates in the Purchase Order.
15.3 A variation under this clause takes effect only when RayGen and the Vendor agree it in writing, and on agreement the Purchase Order is amended accordingly. Until then the Vendor must continue to perform the Work under the existing Purchase Order and is not obliged to perform the variation.
15.4 The Vendor must not vary the Work, and RayGen is not liable for any such variation proposed by the Vendor, unless it has been agreed under this clause.
16. Force Majeure
16.1 In this clause, Force Majeure Event means an event beyond the reasonable control of a party that it could not have prevented, avoided or overcome by taking reasonable steps, but does not include a party's inability to pay, a lack of funds, or an event that a party could reasonably have insured against.
16.2 A party affected by a Force Majeure Event must notify the other party as soon as reasonably practicable, describing the event and its expected effect and duration. The affected party's obligations, other than an obligation to pay money already due, are suspended to the extent, and for so long as, it is prevented from performing them by the event.
16.3 The affected party must take reasonable steps to overcome or minimise the effect of the Force Majeure Event and must resume performance as soon as reasonably practicable, keeping the other party informed.
16.4 If a Force Majeure Event continues for more than 60 days in aggregate, either party may terminate the Agreement by notice to the other. On termination, RayGen must pay for Work properly performed to the date of termination.