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1. Acceptance

Supplier's commencement of work, delivery of goods, or written acknowledgement constitutes unconditional acceptance of this Purchase Order (PO) and these Terms and Conditions (T&Cs). These T&Cs prevail over any conflicting terms in Supplier's quotation, invoice or acknowledgement. Where a separate executed agreement exists between the parties covering the subject matter of this PO, that agreement prevails to the extent of any inconsistency.

 

2. Goods and Services

Supplier must deliver goods and/or services (Supplies) that: (a) conform strictly to the specifications, drawings, and/or scope set out in this PO; (b) are of merchantable quality and fit for their intended purpose; (c) are free from defects in design, materials and workmanship; and (d) comply with all applicable Australian laws, standards and codes. Supplier must notify Treeline promptly if it becomes aware of any non-conformance.

 

3. Delivery

Time is of the essence. Supplies must be delivered to the location and by the date specified in this PO. If Supplier anticipates delay, it must notify Treeline in writing as soon as practicable. Treeline may cancel this PO (in whole or in part) without liability if delivery is not made by the specified date and may recover from Supplier any additional costs incurred in obtaining equivalent Supplies elsewhere.

 

4. Inspection and Rejection

Treeline may inspect Supplies at any time, including during manufacture. Acceptance of delivery does not constitute final acceptance. Treeline may reject non-conforming Supplies within a reasonable time after discovery of any defect. Rejected Supplies must be removed and replaced by Supplier at Supplier's cost within the timeframe reasonably directed by Treeline.

 

5. Price and Payment

The price is fixed as stated in this PO and may not be varied without Treeline's prior written consent. Unless otherwise stated, payment terms are net thirty (30) days from receipt of a valid tax invoice referencing this PO number. Invoices must comply with GST Law requirements (A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and include Supplier's ABN. Treeline may set off any amounts owed by Supplier against amounts otherwise payable under this PO.

 

6. GST

Unless otherwise stated, prices include GST where applicable. Where GST is not included, Supplier must issue a valid tax invoice. Each party must do all things reasonably necessary to enable the other to obtain any input tax credit to which it is entitled.

 

7. Intellectual Property

Any intellectual property (IP) created by Supplier specifically for Treeline under or in connection with this PO (Project IP), including but not limited to custom designs, drawings, specifications, software and tooling (e.g. custom rig baskets or bespoke fabrications), vests in Treeline upon creation. Supplier assigns all right, title and interest in Project IP to Treeline and must execute such documents as Treeline reasonably requires to perfect that assignment. Supplier retains ownership of its pre-existing IP. Where Supplier's pre-existing IP is incorporated into any deliverable, Supplier grants Treeline a perpetual, royalty-free, irrevocable licence to use that IP for the purposes of the deliverable. Supplier warrants that the Supplies and any IP delivered do not infringe any third-party IP rights.

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8. Confidentiality

Supplier must keep confidential all information provided by Treeline in connection with this PO (Confidential Information) and must not disclose it to any third party without Treeline's prior written consent. This obligation survives termination or expiry of this PO. Supplier may disclose Confidential Information to its employees and subcontractors on a need-to-know basis, provided they are bound by equivalent confidentiality obligations.

 

9. Warranty

Supplier warrants Supplies against defects in materials and workmanship for a period of twelve (12) months from the date of acceptance (or such longer period as may be specified in the PO or required by law). During the warranty period, Supplier must promptly repair or replace (at Treeline's election) any defective Supplies at no cost to Treeline. Nothing in this clause limits Treeline's rights under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

 

10. Liability and Indemnity

Supplier indemnifies Treeline and its officers, employees and agents against any loss, damage, claim, liability or expense arising from: (a) any breach of these T&Cs by Supplier; (b) any negligent or wrongful act or omission of Supplier, its employees, agents or subcontractors; or (c) any infringement of a third party's IP rights by the Supplies. Treeline's total aggregate liability to Supplier under or in connection with this PO shall not exceed the price paid under the relevant PO.

 

11. Insurance

Supplier must maintain, at its own cost and throughout the performance of this PO: (a) public liability insurance for not less than AUD 10,000,000 per occurrence; (b) workers' compensation insurance as required by law; and (c) such other insurances as Treeline may reasonably require. Supplier must provide certificates of currency upon request.

 

12. Health, Safety and Environment

Supplier must comply with all applicable Work Health and Safety laws and Treeline's HSE requirements (as communicated from time to time). Supplier must immediately notify Treeline of any incident, near-miss or unsafe condition relating to the Supplies.

 

13. Subcontracting

Supplier must not subcontract any part of this PO without Treeline's prior written consent. Supplier remains responsible for the acts and omissions of any approved subcontractor as if they were Supplier's own.

 

14. Cancellation / Termination

Treeline may cancel this PO (in whole or in part) for convenience on written notice. In the event of cancellation for convenience, Treeline will pay Supplier the reasonable cost of work performed and non-cancellable commitments made prior to the date of cancellation, provided Supplier uses best efforts to mitigate. Treeline may terminate this PO immediately for cause if Supplier breaches a material term and, if the breach is capable of remedy, fails to remedy it within seven (7) days of written notice.

 

15. Compliance with Laws

Supplier must comply with all applicable laws, including the Fair Work Act 2009 (Cth), Modern Slavery Act 2018 (Cth), Privacy Act 1988 (Cth), and all applicable trade controls, sanctions, and anti-bribery and anti-corruption legislation.

 

16. Governing Law

This PO is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

 

17. Entire Agreement

These T&Cs, together with the face of this PO and any attached schedules or specifications, constitute the entire agreement between the parties in relation to the Supplies and supersede all prior representations, negotiations and understandings. No variation is binding unless in writing and signed by an authorised representative of Treeline.