PURCHASE ORDER TERMS

1. DEFINITIONS
In these Conditions of Purchase order (“Conditions”), unless the context requires otherwise:
Completion Date means the date specified in the Purchase Order as the ‘Date Required’ by which the Services are to be performed by the Supplier or if no date is specified, within a reasonable time having regard to normal commercial practice.
Supplier means the Supplier specified in the Purchase Order.
Delivery Date means the date (and time, if applicable) specified in the Purchase Order as the ‘Date Agreed’ by which the Goods or Rental Items are to be supplied to UIL by the Supplier (time being of the essence) or if no date is specified, within a reasonable time having regard to normal commercial practice.
GST  means the goods and services tax imposed under the A New Tax System (Goods & Services Tax) Act 1999. Words defined in that Act have the same meaning in these Conditions.
Goods means the goods (if any) specified in the Purchase Order.
Law means any act, regulation, statute, by-law, ordinance, order or proclamation whether Federal, State or Local.
Lease Expiry Date means the date on which the lease of the Rental Items expires as specified in the Purchase Order.
Price  means  the  amount  specified  in  the Purchase Order as payable for the Goods, Rental Items and/or Services and described as Total’ in the Purchase Order; excluding GST.
Purchase Order means  the  Purchase Order to which these Conditions apply.
Rental Items means any item specified in the Purchase Order to be rented to UIL.
Related Body  has  the meaning  given to that  term in the
Corporate the Corporations Act 2001 (Cth).
Services means the services (if any) specified in the Purchase Order.
Site means the location nominated by UIL as the delivery address for the Goods and/or the location of the supply of the Services as specified in the Purchase Order.
Sitework means UIL’s sitework conditions, rules and
Conditions policies for the Site.

UIL means UIL Energy Ltd (“UIL”) or any subsidiary of UIL.
2. FORMATION OF CONTRACT
2.1. A Purchase Order issued by UIL to the Supplier constitutes an offer by UIL to engage the Supplier to supply the Goods and/or the Rental Items and/or the Services described in the Purchase order on the terms set out in the Purchase Order and these Conditions.
2.2. A contract for the supply of the Goods and/or the lease of the Rental Items and/or the supply of the Services (“Contract”) is formed between UIL and the Supplier when the Supplier:
(a) communicates either in writing or verbally with UIL, the content of which confirms  or implies acceptance of the Purchase Order; or:
(b) dispatches the Goods and/or the Rental items and/or commences performance of the Services.
2.3. The Contract consists solely of the Purchase Order, any specifications referred to in the Purchase Order, these Conditions and the Sitework Conditions. No terms or conditions sought to be imposed by the Supplier before or after placement of the Purchase Order (including terms incorporated into any tender, offer, counter-offer or proposal made by the Supplier) will apply, unless expressly accepted in writing by UIL.
3. SUPPLY OF GOODS OR RENTAL ITEMS AND/OR SERVICES
3.1 The Supplier will supply to UIL the Goods and/or Rental Items by the Delivery Date and/or the Services by the Completion Date.
3.2 The Supplier must comply with the terms of this Contract and the Sitework Conditions.
3.3 Goods and/or Rental Items supplied by the Supplier must:
(a) comply with the specification or description in the Purchase Order;
(b) be new (unless otherwise specified in the Purchase Order) and of recent origin (except this requirement does not apply to Rental Items);
(c) be free from defects in design, manufacture and assembly;
(d) be of merchantable quality and fit for the purpose for which they are ordinarily acquired;
(e) when used properly, be safe and not endanger health and
(f) otherwise be in accordance  with  all  relevant standards, laws and regulations.
3.4 Services supplied by the Supplier must:
(a) comply with the specification or description in the Purchase Order;
(b) be performed with due skill, care and attention in a safe and diligent manner;
(c) be performed by personnel who are qualified, licensed, competent and experienced in providing the  Services  and  by the key personnel (if any) specified in the Purchase Order;
(d) be performed in a timely manner and in accordance with the program or timetable, if any, specified in the Purchase Order (time being of the essence); and
(e) be performed in accordance with all applicable laws, codes and standards, including but not limited to relevant Health and Safety and Environmental Management laws and regulations.
3.5 Prior to commencing the performance of the Contract, the Supplier may be requested to provide and must submit to UIL written notification of the methodology the Supplier intends to adopt in the provision of the Goods and Services and a work program for the performance of the Contract which shows how the Supplier will complete the Contract requirements by the Completion Date.  UIL may approve the methodology and work program or may require changes.  The Supplier will comply with the approved or amended methodology or work program unless any departures are consented to by UIL.
3.6 All documentation (including drawings and reports) supplied by the Supplier in relation to the Goods or Rental Items or as part of the Services shall be accurate, comprehensive and complete.
4. PRICE AND PAYMENT
4.1. The price is fixed and not subject to rise and fall for labour, packing and delivery costs, material costs or any other adjustment; and includes all and any other taxes, levies or the like (excluding any goods and services tax) imposed on the supply, sale or use of the Goods and/or Rental Items and Services or any part of them;
4.2. Unless otherwise agreed to in writing, payments will be in accordance with UIL’s standard payment terms of net 30 days from receipt of invoice.  Payment will be made by electronic funds transfer.
4.3. If any supply made pursuant to a Purchase Order is a taxable supply, UIL will pay to the Supplier the GST in respect of that taxable supply.
4.4. Invoices may only be rendered on or after delivery of the relevant Goods and/or Rental Items or Services and must show the Purchase Order number, details of the Services performed as at the date of the invoice, and where services are charged on a time basis, the actual hours spent by individual personnel performing the Services, together with such other particulars as are necessary to enable UIL to obtain input tax credits for the amount of GST payable.
4.5. Invoices must be submitted by either:
(a) Email to:  [email protected]  or
(b) By Post to UIL Energy Ltd, Attention:  Accounts, GPO BOX 3284, BRISBANE  QLD  4001
4.6. By submitting an invoice to UIL, the Supplier warrants that the specified Goods and/or Rental Items and/or Services have been supplied in accordance with the Contract and the amounts specified in the invoice are accurate and UIL is entitled to payment of the amount claimed.
4.7. UIL may deduct and set off from any moneys due to the Supplier any sum which is payable by the Supplier to UIL.
5. DELIVERY OF GOODS
5.1 If specified in the Purchase Order, UIL will arrange for the Goods and/or Rental Items to be collected from the Supplier, in which case delivery is taken to occur upon commencement of loading of the Goods and/or Rental Items onto the transport arranged UIL.
5.2 If specified in the Purchase Order, the Supplier must, at its own cost and risk, deliver the Goods and/or Rental Items by the Delivery Date at the time and to the Site specified in the Purchase Order, unless otherwise agreed in writing.  Deliveries in accordance with this Clause 5.2 are taken to occur upon completion of offloading by the Supplier.
5.3 The Supplier must, at its own cost, ensure the Goods and/or Rental Items are adequately and securely packed to avoid damage or destruction during transit, and in all cases in accordance with the carrier’s instructions.
5.4 Where Goods and/or Rental Items delivered by the Supplier in accordance with Clauses 5.2 and 5.3 are lost or damaged in transit, the Supplier will replace them at no cost to UIL.
5.5 The Supplier shall be liable for any difference in freight charges arising from its failure to follow any transport instructions as per clause 5.3 UIL and the Supplier shall assist each other in obtaining documents and other information desirable for the prosecution of claims against carriers.
5.6 The Supplier shall provide sufficient documents to enable UIL to identify the nature and quantity of Goods and/or Rental Items delivered including a material safety data sheet in accordance with, and if required by, the National Code of Practice for the Preparation of Material Safety Data Sheets. All delivery documents must include a delivery docket which must state the Purchase Order number, a description and the quantity of the Goods and/or Rental items delivered .
5.7 Title in the Goods passes to UIL upon the earlier to occur of delivery in accordance with the Contract or payment by UIL for the Goods.
5.8 Unless otherwise specified in the Purchase Order, risk in the Goods is taken to pass at the time of delivery in accordance with the Contract.
6. RENTAL CONDITIONS
6.1 Where the Purchase Order is for the supply of Rental Items, whether in conjunction with the supply of Goods or Services or otherwise, this clause 6 will apply in addition to any other applicable terms of the Contract.
6.2 The Supplier will lease the Rental Items to UIL  and
6.3 The Supplier retains full title to the Rental Items.
6.4 If, with the Supplier’s consent, UIL wishes to continue to retain possession of the Rental Items after the Lease Expiry Date, UIL will issue a new Purchase Order or an amendment to the Purchase Order in respect of the Rental Items on the same terms as the Purchase Order.
6.5 If UIL pays the rent for the Rental Items and duly complies with the Purchase Order, the Supplier must allow UIL to possess and enjoy the Rental Items during the term of the lease without any interruption or disturbance from the Supplier.
6.6 On the Lease Expiry Date or upon the termination of the Contract, the Rental Items will, subject to fair wear and tear considering the conditions in which the Rental Items were employed, either be (depending on the terms of the Purchase order):
(a) returned to the Supplier by or on behalf of UIL (at UIL’s Cost); or
(b) collected by the Supplier (at the Supplier’s cost).
7. INSPECTION, TESTING AND DEFECTS
7.1 UIL or its designated agent (as notified in writing to the Supplier by UIL) may inspect and test the Goods and/or rental items at any time during any stage of engineering, manufacture or installation, or the provision of Services.
7.2 If, after an inspection or test, the Goods and/or rental items are found to be defective or otherwise fail to comply with these Conditions, UIL may (without prejudice to its rights):
(a) In the case of Goods not yet delivered, reject the work in which case the Supplier shall redo the work at no additional cost to UIL;
(b) In the case of Goods and/or rental items delivered, return such Goods and/or rental items to the Supplier; in which case the Supplier shall be liable for the costs of returning the defective goods and/or rental items and shall reimburse UIL for any amounts paid by UIL on account of the price of the defective goods or Rental Items ; and
(c) In the case of Services, reject the Services supplied; in which case the Supplier shall re-perform the defective services at no cost to UIL and at a time convenient to UIL.  If the Supplier fails to do so, UIL may have the deficiency rectified by others and recover the costs of doing so from the Supplier.
7.3 If any Goods and/or Rental Items are returned under clause 7.2 risk will revert to the Supplier upon return and title will revert to the Supplier upon reimbursement of the Price by the Supplier.
7.4 Satisfactory inspection and/or testing of the Goods and/or Rental Items does not:
(a) release the Supplier from liability in relation to any inherent  defects or  inadequacies  in  the  Goods and/or  Rental Items which were not actually identified during inspection or testing;
(b) release or waive warranties given by the Supplier in relation to the Goods and/or Rental Items; or
(c) otherwise relieve the Supplier of any of its obligations to perform the Contract.
7.5 The Supplier must ensure that all warranties applicable to the Goods are transferred to UIL.
7.6 Nothing in this clause reduces or otherwise affects the Supplier’s obligations or UIL’s rights under this Contract or the law.
8. COMPUTER SOFTWARE
Where the Goods and/or Rental Items incorporate computer software, the Supplier warrants that:
(a) the software is free from viruses, trojan horses, bugs, worms or any other defects that are intended to, or do, damage or interfere with the proper working of the software;
(b) any software maintenance, upgrade, patch or fix supplied by the Supplier for the software will comply with subparagraph (a) and will be compatible with the existing version of the software; and
(c) UIL’s use of the software will not infringe the  intellectual  property  or  moral  rights  of  any person.
9. REQUIREMENTS OF THE SUPPLIER
9.1. The Supplier agrees that the Supplier:
(a) Shall supply all labour, tools, equipment and materials necessary to complete the work;
(b) Shall use its best endeavours not to impede or interfere with other work in progress on UIL’s premises;
(c) Its employees, servants and agents enter UIL’s premises at their own risk and shall be liable for and indemnify UIL against any loss, damage, claims or liability arising directly or indirectly out of the performance of the work or presence on UIL’s premises including claims against UIL whether alleging negligence of UIL or otherwise;
(d) Shall at it own expense obtain all requisite licences and permits and comply with all laws and regulations in connection with the provision of the Goods and Services; and
(e) Shall pay all wages, superannuation, payroll tax, income tax and any other government levies and charges required by law in connection with providing the goods or services,, and indemnifies and shall keep indemnified UIL from and against any claim howsoever arising that UIL or its servants or agents sustain or incur by reasons of the Supplier’s breach of any part of this clause 4.1(e).
9.2 The Supplier shall not subcontract any part of the provision of the Goods and Services set out in the Contract unless the subcontractor has been nominated in the Supplier’s tender submission (if any) and the prior written approval of UIL has been obtained;
9.3 The Supplier shall be liable to UIL for the acts, defaults, or omissions of subcontractors, employees and agents of subcontractors as if they were those of the Supplier; and
9.4 Approval to subcontract shall not relieve the Supplier from any liability or obligation under this Contract.
10. REPORTING
10.1 The Supplier must ensure that accurate and complete records of the Supply of goods and/or services to UIL are maintained.
10.2 The Supplier shall prepare and deliver to UIL such written reports as may be required by UIL from time to time in relation to the provision of the Supply under the Contract.
10.3 The Supplier must permit UIL (or any third party appointed by UIL) to audit the records of the Supplier and the performance of the Supplier relative to the supply of goods and/or services under this Contract and shall provide UIL (or the third party as the case may be) with all reasonable assistance, including the provision of any information reasonably requested.
11. SITE EXAMINATION AND INDUCTIONS
11.1 The Supplier is deemed to have examined the Site and its surrounds and accepted responsibility for any additional costs, losses and expense arising out of the physical conditions and characteristics of the Site.
11.2 The Supplier (and any employee, agent or subcontractor of the Supplier) must:
(a) complete all relevant inductions as required by UIL  prior  to  commencing  performance  of Services at the Site;
(b) at all times while performing the Services at the Site,  comply in full with the Sitework Conditions;
(c) use its best endeavours not to interfere with UIL’s activities on the Site; and
(d) ensure that it does not leave rubbish or debris when delivering the Goods and/or Rental Items and/or performing the Services.
12. INSURANCE
12.1. Unless otherwise agreed by UIL and stated in the Purchase Order, the Supplier must procure and maintain:
(a) workers compensation insurance as required by law;
(b) public liability insurance in respect of accidents arising from an event occurring on UIL’s premises for an amount of not less than $10 million in any one event;
(c) professional indemnity insurance for an amount of not less than $10million;
(d) comprehensive motor vehicle  insurance sufficient for the supply of goods, rental items and or services;
(e) comprehensive insurance sufficient to cover the loss or damage to rental items, other than as caused by the negligence of UIL; and
(f) any other insurance reasonably required by UIL.
13. WARRANTIES
13.1 The Supplier warrants and represents to UIL that:
(a) all performance data, measurements and specifications quoted in brochures, quotations or tenders are accurate within the tolerances (if any) specified in those documents;
(b) it has unencumbered title to all Goods and Rental Items;
(c) use of the Goods and/or  Rental  Items  by  UIL will not infringe the intellectual property, moral or other rights of any third party;
(d) it, and any person performing the Contract on its behalf, holds and will maintain all requisite licences, permits and authorities relevant to the supply of the Goods and/or Rental Items and/or Services;
(e) it holds all relevant import licenses, consents or authorities   necessary   for   performance  of   the Contract; and
(f) that all work shall be performed in the best and workmanlike manner and acknowledges that UIL entered into this Contract relying on the particular skill, competence, experience and ability of the Supplier to provide the Goods and Services.
14. INDEMNITY
14.1 The Supplier shall indemnify UIL against any and all claims, liabilities, losses, damages or penalties in respect of:
(a) any loss of or damage to real or personal property owned by UIL or any other party; and
(b) any personal injury or death sustained by any person,
arising in any way out of the Supplier’s performance of the Contract or any breach by the Supplier of its obligations under the Contract.
14.2 Each indemnity in the Contract is a continuing obligation separate and independent from the Supplier’s other obligations and survives expiry or termination of the Contract.
14.3 It is not necessary for UIL to incur expense or make payment before enforcing a right of indemnity conferred by the Contract.
15. INTELLECTUAL PROPERTY
Unless otherwise specified in the Purchase Order:
15.1 The Supplier remains the owner or licensee (as the case may be) of all Intellectual Property owned or used by the Supplier prior to entering into the Contract.  The Supplier grants to UIL an irrevocable, perpetual and payment free licence to use the Supplier’s Intellectual Property for the purpose of the Supply provided under the Contract.
15.2 The Supplier acknowledges that all Intellectual Property Right created by the Supplier or Personnel and/or UIL in accordance with the supply being provided under the Contract vests in UIL.  UIL grants to the Supplier and Personnel an irrevocable and payment free licence to use such intellectual property for the purpose of performing the Services under the Contract.  The Supplier and Personnel will do everything necessary or desirable to perfect such vesting.
15.3 The Supplier must, and must procure that any Personnel, execute all documents and do anything else required by UIL to give the effect to Clause 13 or to secure ownership, registration or other protection of Intellectual Property for UIL.
15.4 The Supplier indemnifies UIL against any claims made by third parties in respect of the use of intellectual property in connection with any Goods, Rental Items and/or Services supplied under the Contract.
16. CONFIDENTIALITY
16.1 Subject to clause 14.2, the Supplier must not, without UIL’s approval, disclose Confidential Information to any third party or use or reproduce Confidential Information other than strictly for the performance of the Contract.
16.2 Clause 14.1 shall not apply to the extent the Confidential Information is:
(a) Lawfully in the public domain otherwise than due to any unauthorized use or disclosure;
(b) required to be disclosed by Law .(provided the Supplier first advises UIL of the legal requirement for disclosure and allows UIL the opportunity to seek orders preventing disclosure); or
(c) UIL has given its written consent for the use or disclosure on the Confidential Information in question.
16.3 The Supplier must establish and maintain effective security to   safeguard the Confidential Information and to keep Confidential Information under its control.
16.4 On termination or completion of the Contract, the Supplier must return Confidential Information to UIL.
16.5 In this clause, “Confidential Information” means all documents  (including drafts and notes), reports, data or information of any kind, in any form, whether:
(a) communicated orally or in writing between UIL and the Supplier in connection with the Contract; or
(b) created or generated by the Supplier in connection with the Contract;
and includes (but is not limited to) financial  information, trade secrets, business affairs, suppliers, operations data, drawings, designs, technical information and any other information relating to UIL’s business.
16.6 The Supplier must not make public announcements in relation to this Contract without UIL’s consent.
17. TERMINATION
17.1 UIL may terminate the Contract immediately by written notice if:
(a) the Supplier is unable to  pay its debts as and when they fall due;
(b) a receiver, administrator or liquidator is appointed, or a  meeting of creditors is called, in relation to the Supplier  or the Supplier enters into an arrangement with its  creditors or otherwise takes advantage of laws in force in relation to insolvent debtors;
(c) the Supplier ceases to carry on business;
(d) there is a change in control (as that term is defined in the Corporations Act 2001 (Cth)) in relation to the Supplier;
(e) the Supplier or its representatives engage in conduct that, in the reasonable opinion of UIL, endangers health and safety; or
(f) the Supplier or its representatives breach the Sitework Conditions.
17.2 If either party breaches an essential term of the Contract, the other party may give notice requiring the breach to be remedied within 14 days. If the breach is not remedied, the party giving the notice may terminate the Contract.
17.3 UIL may, by notice in writing, terminate the Contract at any time. Upon receipt of a notice of termination under this clause, the Supplier must cease performance of the Contract and take all available steps to minimise loss arising from termination. UIL will pay the Price for work completed up to the date of termination. UIL will not be liable for any other damages or compensation for the termination.
17.4 Termination of the Contract does not affect accrued rights or remedies.
18. DISPUTE RESOLUTION
The parties will negotiate to resolve any disputes. If a dispute cannot be resolved within 14 days of first being notified, either party may commence proceedings.
19. ETHICAL BUSINESS CONDUCT
19.1 Each party warrants that neither it nor any person acting on its behalf:
(a) has made or offered;
(b) proposes to make or offer; or
(c) has caused or proposes to cause any third party to make or offer,
with respect to the matters that are the subject of the Purchase Order, any payment,  gift, promise or other advantage, whether directly or indirectly, including (without limitation) through affiliates or representatives (including representatives of the intended recipient), to or for the use of any public official, where such payment, gift, promise or advantage would violate:
(d) the applicable laws of the country in which the activities  under the Purchase Order are taking place;
(e) the laws of the country of incorporation of such party;
(f) the principles described in the OECD Convention on  Combating Bribery of Foreign Public Officials in International Business Transactions; or
(g) the laws of any other country.
19.2 Each party warrants that neither it nor any person acting on its behalf:
(a) has made, or proposes to make, any payment in Australia to, by the order of, or on behalf of a person or entity sanctioned by the Reserve Bank of Australia pursuant to regulation 8(1)(a) of the Banking (Foreign Exchange) Regulations 1959 (Cth); or
(b) has breached, or proposes to breach, the Charter of the United Nations Act 1945 (Cth) or regulations made under that Act.
20. GENERAL
20.1 The relationship between UIL and the Supplier is one of principal and independent contractor.  Nothing in this Contract shall create a relationship of joint venture, trust, employment, agency or partnership.  The Supplier does not have authority to contract with third parties on behalf of UIL or to otherwise bind UIL, unless UIL’s prior written consent is provided.
20.2 The Supplier must not subcontract, assign or novate any rights or obligations under the Contract without the prior written consent of UIL. The Supplier hereby consents to UIL assigning or novating any or all of its rights or obligations under this Contract at any time to any related company.
20.3 The Supplier acknowledges that UIL may contract with any other party to supply like goods or services and no exclusive relationship exists or is to be implied by the Contract.
20.4  Any variation to the Contract must be approved by UIL’s Authorised Representative named in the Purchase Order.
20.5 The Supplier acknowledges and agrees that it will not register any security interest in relation to this Purchase Order against UIL on any register maintained under the Personal Property Securities Act 2009 (Cth).
20.6 This Contract is governed by the laws of Queensland and each party submits to the non-exclusive jurisdiction of Courts of that State.
20.7 Neither party is taken to have waived any right under the Contract unless the waiver is given in writing and expressed to be a waiver.
20.8 Any notice given under the Contract must be given in writing to the address specified in the Purchase Order in the case of the Supplier and to the following address in the case of UIL:
UIL Energy Ltd
9th Floor, 1 Eagle Street
BRISBANE  QLD  4000
(marked to the Attention of UIL’s Authorised Representative named in the Purchase Order).
20.9 The Contract constitutes the entire agreement between UIL and the Supplier in relation to its subject matter.