Rev 01

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STREAMLINE CONNECT PTY LTD

STANDARD TERMS AND CONDITIONS OF PURCHASE ORDER

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​1. General
1.1 These are the terms and conditions referred to in the purchase order form (Purchase Order).

1.2 When terms and conditions apply:

These terms and conditions (Standard Conditions) apply to any contract entered by Streamline Connect
Pty Ltd (Streamline) issuing a Purchase Order to the nominated supplier (Supplier), whether as an offer
or acceptance of an offer (the Contract), where that Purchase Order refers to Streamline’s standard
terms and conditions. The Contract includes the following documents, in order of precedence:
a) The Purchase Order including the description of the Goods, Delivery details and, if applicable, special
conditions.
b) Standard Conditions (this document).
c) Schedule of rates and prices or bill of quantities.
d) Specifications.
e) Drawings.

2. Definitions and Interpretation
2.1 In these Standard Conditions:

Correctly Rendered Invoice means an invoice that:
a) seeks payment in accordance with the Purchase Order for Goods Delivered and accepted by
Streamline;
b) is addressed in accordance with the Purchase Order;
c) identifies the Purchase Order number;
d) is a tax invoice for GST purposes; and
e) is, where explanation is necessary in the opinion of Streamline, accompanied by documentation
substantiating the amount claimed.

Day means calendar day.

Defect means any defect, deficiency, fault, shrinkage, non-conformance or omission in the Goods,
including any aspect of the Goods which is not in conformance with the requirements of this Contract.

 

Delivery means the physical receipt of possession and control of the Goods from the Supplier by
Streamline, or an agent nominated by Streamline, in satisfaction of the Supplier’s obligations under the
Purchase Order. “Deliver” and “Delivered” have corresponding meanings. Delivery includes commissioning
where applicable.

Delivery Address means the location specified on the Purchase Order to which the Supplier must Deliver
the Goods.

Goods means any material, plant, equipment or item of work specified in the Purchase Order and includes
all associated activities, such as design, Manufacture, painting, inspection, testing, quality assurance and
control, Supplier Documents, packing and Delivery as required under the Purchase Order, or as
appropriate to the items and services being provided, where not specifically mentioned in the Purchase
Order.

Intellectual Property Rights means all industrial and intellectual property rights whether protectable
by statute, at common law or in equity, including patents, patent applications, trade secrets, know-how,
rights in relation to design and to registered and unregistered trademarks.

 

Manufacture includes grow, extract, produce, process and assemble.

 

Property includes every type of right, interest or thing which is legally capable of being owned and
includes, but is not restricted to, physical goods, equipment and real property, as well as intangibles such
as intellectual property, contract options and goodwill.

 

PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations made under that
legislation.

 

PPSA Security Interest has the meaning given to that term in the PPSA.
Supplier Documents means all documents to be provided by the Supplier including manuals, MSDS,
drawings, designs, diagrams, schematics, specifications, photographic material and brochures.

2.2 Words importing the singular only also include the plural and vice versa where the context requires and
words importing a gender shall include every gender. The words “include”, “includes” or “including” and
other words introducing one or more examples of a thing are not to be construed as words of limitation.

2.3 These Standard Conditions shall prevail in any conflict between them and the terms of any offer or
acceptance by the Supplier.

2.4 Headings are not part of these Standard Conditions.

3. Special conditions
3.1 The Contract conditions include any special conditions referred to in the Purchase Order and if any such
special conditions are inconsistent with these Standard Conditions, the former shall, to the extent of the
inconsistency, prevail.

4. Supplier to inform itself
4.1 The Supplier shall be deemed to have:

a) carefully examined and comprehended all Contract documents provided by Streamline; and
b) allowed for all the conditions, risks, contingencies and other circumstances which may in any way
affect the supply of the Goods.

5. Intellectual Property and Confidentiality
5.1 The Supplier warrants that it is the owner or valid licensee of all Intellectual Property Rights in the Goods
and that the supply of the Goods and their use by Streamline does not and will not infringe any Intellectual
Property Rights of any third party.

5.2 The Supplier grants Streamline a perpetual, royalty free license of any Intellectual Property Rights
required by Streamline to use, consume or sell the Goods to its own clients. The Supplier indemnifies
Streamline against any loss suffered or incurred by Streamline or by Streamline’s clients as a consequence
of any claim by a third party with respect to the Intellectual Property Rights.

5.3 Any information provided by Streamline to the Supplier, including the Contract documents, shall not be
copied or used for any purpose other than for providing the Goods, and shall not be disclosed to any third
party without the prior written consent of Streamline. The obligations under this clause shall be continuing
and shall survive the completion or termination of the Contract.

6. Subcontracting and Assignments
6.1 The Supplier must not, without Streamline’s consent in writing, assign any or all of the Supplier’s rights
under the Contract.

6.2 The Supplier must not, without Streamline’s consent in writing, subcontract the whole or any part of the
work of Manufacture or provision of the Goods. Streamline’s approval shall in no way relieve the Supplier
of any of its obligations under the Purchase Order.

6.3 The Supplier is liable to Streamline for the acts and omissions of any subcontractor as if those were the
acts or omissions of the Supplier.

7. Quality
7.1 The Goods must match the description and specifications referred to in the Purchase Order.

7.2 All Goods supplied must:

a) be of merchantable quality, free of Defects, new (unless otherwise specified) and unencumbered; and
b) conform to all applicable laws, regulations, statutory requirements, codes and Australian Standards.

7.3 The Supplier must, if required by Streamline, establish and maintain a quality system which conforms to
the requirements of any applicable Australian Standards and the Purchase Order.

8. Delivery
8.1 The Supplier must ensure the Goods are supplied safely and are suitably packed to avoid damage in
transit or in storage.

8.2 Delivery of Goods must be made at the time, place and in the manner specified in the Purchase Order.
Failure to comply with the stipulated transport mode may render a cost variation at the Supplier’s
expense.

8.3 Streamline may at its sole discretion specify in writing a later time for Delivery.

8.4 Either a Delivery docket, packing note or invoice is to accompany all Deliveries made, quoting the
Purchase Order number, quantity dispatched, description of the Goods and consignment details.

9. Ownership of Property
9.1 Full unencumbered title in the Goods shall pass to Streamline upon the earlier of:

a) Streamline making payment of the amount claimed in a Correctly Rendered Invoice; or
b) the Goods being Delivered to the Delivery Address and accepted by Streamline.

9.2 Risk in the Goods will remain with the Supplier until the Goods are delivered to the Delivery Address and
accepted by Streamline.

10. Testing
10.1 Streamline shall inspect the Goods within 14 days of Delivery and accept the Goods unless they do not
comply with the Contract. If rejected, Streamline shall provide the Supplier with reasons for rejection.

10.2 The Supplier must cooperate, at no cost, with all efforts of Streamline to inspect the Goods. In the course
of inspecting the Goods, Streamline may issue instructions to the Supplier and the Supplier shall comply
with such instructions at no cost to Streamline.

10.3 Streamline may reject Goods after acceptance but before the expiry of the warranty period if they do not
comply with the Contract. For the avoidance of doubt, payment shall not be deemed to constitute
acceptance by Streamline that the Goods are free of Defects.

10.4 Streamline is not liable to pay for:

a) rejected Goods; or
b) costs associated with secondary inspections.

10.5 If Streamline rejects the Goods, the Supplier must, without prejudice to Streamline’s rights and at
Streamline’s absolute discretion:

a) replace or repair the rejected Goods with conforming Goods as required by the Contract at the expense
of the Supplier; or
b) remove the rejected Goods at the expense of the Supplier and, if Streamline has paid for the Goods,
reimburse Streamline in full.

10.6 Streamline may direct the times within which the Supplier must remove, replace or repair the rejected
Goods.

11. Warranty
11.1 If Streamline gives reasonable written notice of any Defect or omission discovered in the Goods during
any warranty period, the Supplier must correct the Defect or omission without delay and at no cost to
Streamline.

11.2 Where no warranty is otherwise specified, the warranty period shall be 12 months from acceptance of the
Goods by Streamline.

11.3 The Supplier must meet all costs of, and incidental to, the discharge of its warranty obligations, including
any packing, freight, disassembly and re-assembly costs.

11.4 Any Goods rectified under warranty must be subject to a further warranty period, commencing from the
date of completion of such rectification, unless otherwise directed in writing by Streamline.

11.5 If the Supplier fails to correct any Defects or failures in the Goods of which it has been notified by
Streamline, within the time specified in the notice (which must not be unreasonable), Streamline shall
have the right to rectify the Goods itself or have the necessary rectification undertaken by the third party.
All costs so incurred by Streamline shall be a debt due and payable by the Supplier.

11.6 This clause 11 survives Delivery of the Goods and termination of the Contract and shall remain in effect
until any warranty period has expired.

12. Security
12.1 Purpose
Streamline may request security for the purpose of ensuring the due and proper performance of the
Contract.

12.2 Form
The security must be in the form of an approved unconditional undertaking given by an approved financial
institution or insurance company, or other form approved by Streamline.

12.3 Amount and time
Security in the amount of 5% of the Contract value must be lodged with Streamline within 28 days of
Streamline issuing the Purchase Order and requesting the provision of security.

12.4 Recourse
Streamline may convert into money security where it has become entitled to exercise a common law right
in the event the Supplier commits a fundamental breach of the Contract.

12.5 Reduction and return of security
Upon Streamline’s acceptance of the Goods its entitlement to security shall be reduced to 50% thereof.
Within 14 days of the expiration of the warranty period and in the absence of any Defect or omission,
Streamline must release to the Supplier any security then held by Streamline.

13. Variations
13.1 The Supplier must not vary the Contract unless so directed in writing by Streamline. Streamline may
request the Supplier to vary the Contract but must do so in writing.

13.2 The price to be paid for a variation must be determined by Streamline using any rates or prices identified
in the Contract, to the extent they are applicable to, or it is reasonable to use them for valuing the
variation.

13.3 To the extent that clause 13.2 does not apply, Streamline and the Supplier must act reasonably in deciding
whether to agree a price for the variation. Failing agreement on the price of the variation, Streamline
shall determine a reasonable amount for the variation.

14. Price
14.1 Unless otherwise stated in the Purchase Order, all prices are fixed and not subject to change, including
changes in the cost of labour, material or exchange rates.

14.2 The Contract price for the Goods shown in the Purchase Order includes all:

a) taxes, duties, charges and any other imposts for which the Supplier is liable;
b) insurance costs;
c) amounts payable for the use (whether in the course of performance of the Contract or Streamline’s
enjoyment of the Goods) of patents, copyright, registered designs, trademarks and other intellectual
property rights; and
d) charges for performance of the Contract.

15. Set Off Rights
15.1 Streamline may deduct any reasonable amounts otherwise payable to the Contractor or supplier that it
reasonably considers the Contractor is obliged to or will become obliged to pay Streamline, including all
costs, charges, damages and expenses and any debts owed during the cause of the engagement.

16. Payment
16.1 Streamline must pay for the Goods within 42 days of the later of:

a) its acceptance of the Goods; or
b) receipt of a Correctly Rendered Invoice.

17. Indemnity and insurance
17.1 The Supplier indemnifies Streamline, its officers, employees and agents against all claims, demands,
proceedings, liabilities, costs, charges and expenses arising as a consequence of any act, omission,
neglect or default of the Supplier or its employees, agents or subcontractors related to its obligations
under the Contract.

17.2 The Supplier must, for so long as any obligations remain in connection with this Contract, effect and
maintain appropriate insurance policies. Upon request by Streamline, the Supplier must provide
Streamline with proof of insurance acceptable to Streamline.

18. Applicable law
18.1 The Contract shall be governed and construed in accordance with the laws applicable in Western Australia.

19. Termination
19.1 Streamline may, without prejudice to any other rights and remedies it has under the Contract or
otherwise, terminate the Contract in whole or in part and with immediate effect by notice in writing to
the Supplier, if the Supplier:

a) fails to Deliver the Goods by the date required by the Contract;
b) is in breach of any other material term of the Contract;
c) commits any unlawful act arising out of or in connection with the performance of the Contract,
including an act of gross negligence, wilful misconduct, fraud or dishonesty; or
d) in the opinion of Streamline, is unable to effectively perform its obligations under the Contract due to
insolvency or related reasons.

19.2 Notwithstanding any other provisions of the Contract, Streamline may for its convenience terminate the
Contract by giving 7 days written notice to the Supplier.

19.3 In the event of termination under clause 18.1, Streamline may:

a) cease payment under the Contract;
b) recover from the Supplier all sums paid for undelivered Goods; and
c) purchase similar Goods from alternative suppliers and claim by way of indemnity from the Supplier
any loss it may incur in doing so.

19.4 In the event of termination under Clause 18.2 Streamline shall pay to the Supplier (less any amounts
previously paid and subject to any rights Streamline may have to suspend, withhold or set-off payments):

a) the price for the Goods provided to Streamline prior to the effective date of termination and not
included in any previous payment by Streamline;
b) the cost of materials reasonably ordered by the Supplier for the purpose of providing the Goods, which
the Supplier is legally liable to accept and cannot otherwise utilise, but only if the materials become
the property of Streamline; and
c) the reasonable costs of complying with any direction given by Streamline upon, or subsequent to,
termination.

20. Waiver
20.1 Any failure or delay on the part of Streamline to exercise a power or right under the Contract does not
operate as a waiver of the power or right. A waiver is not effective unless it is in writing.

21. PPSA
21.1 If the Supplier believes a PPSA Security Interest arises under the Contract, it must notify Streamline at
least 7 days before the Supplier takes steps to register such security interest on the PPSA Register.

21.2 Within 14 days of the earlier of the completion or termination of the Contract or the receipt of the price
for the Goods, the Supplier must, at its cost, procure the removal from the PPSA Register of each security
interest it has registered in respect of the Goods, and must provide Streamline with verification of the
removal pursuant to section 157 of the PPSA.

21.3 The parties agree that for the purposes of section 115 of the PPSA the following sections will not apply to
any Relevant Collateral: section 120 (enforcement of liquid assets), section 126 (apparent possession)
and section 128 (secured party may dispose of collateral).

22. Negation of employment, partnership and agency
22.1 The Contract does not create a relationship of employment, agency or partnership between the Supplier
and Streamline.

23. Dispute resolution
23.1 Notice
If a dispute between the Supplier and Streamline arises out of or in connection with the Contract, then
either party shall deliver by hand or send by certified mail to the other party a notice of dispute in writing
adequately identifying and providing details of the dispute.

23.2 Negotiation
Within 14 days of service of a notice of dispute, the Supplier and Streamline shall confer at least once to
attempt to resolve the dispute. Failing resolution of the dispute the parties shall explore, and if possible
agree on, methods of resolving the dispute by other means. At such conferences, both parties must be
represented by a person having authority to agree to a resolution of the dispute.
In the event that the dispute cannot be so resolved, either party may by notice in writing delivered by
hand or sent by certified mail to the other party refer such dispute to expert determination.

23.3 Expert determination
Expert determination shall be effected by a single expert who shall be nominated by the Chairperson for
the time being of the Chapter of the Resolution Institute in Western Australia. The expert determination
shall be:

a) undertaken in accordance with the Resolution Institute’s Expert Determination Rules; and
b) final and binding.

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