Standard Terms and Conditions of Purchase

1. INTERPRETATION

   1.1 Definitions
   In these Conditions:
   Claim means a claim, demand, action, cost or judgement, however it arises.
   Contract means each contract Satterley enters into pursuant to a Purchase Order it issues to any Supplier, whether as an offer made by Satterley or the acceptance of an offer made by the Supplier.
   Goods means the goods (and quantity of those goods) specified in a Purchase Order.
   Loss means a loss, liability, damage, costs or expense, however it occurs.
   Services means the consultancy or other services (including carrying out any construction or other works) specified, in a Purchase Order.
   Satterley means, together, Satterley Property Group Pty Ltd ACN 009 054 979 and or any of its related or associated entities.
   Supplier means a supplier of Goods or Services.

   1.2 Rules for interpreting these Conditions
   (a) Headings are for convenience only, and do not affect interpretation.
   (b) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

2. GENERAL

   (a) These are the standard terms and conditions (Conditions) referred to in any purchase order (Purchase Order) issued by Satterley for the acquisition of any Goods or Services.
   (b) These Conditions apply unless Satterley agrees that the Contract is governed by another document.

3. CONDITIONS PREVAIL

   Unless Satterley otherwise agrees, in writing, these Conditions:
   (a) apply to every Contract;
   (b) apply to the exclusion of and take precedence over any conditions the Supplier claims apply to a Contract; and
   (c) prevail if there is any conflict between these Conditions and the terms of any offer or acceptance by the Supplier.

4. SPECIAL CONDITIONS

   The Contract includes any special conditions referred to in the Purchase Order. If there is a conflict or inconsistency between any special condition and these Conditions, the special condition will prevail to the extent of that conflict or inconsistency.

5. DELIVERY OF GOODS AND SUPPLY OF SERVICES

   (a) Subject to clause 9, the Supplier must deliver any Goods and carry out any Services at the time, at the place and in the way specified in the Purchase Order.
   (b) The Supplier must not supply and Goods or carry out any Services until and unless Satterley:
   

   (i) approves the Supplier’s quotation for the supply of the relevant Goods or Services and the scope of any Services; and
   (ii) issues a Purchase Order for those Goods or Services.

   (c) If, for any reason, the Supplier fails to deliver the Goods or carry out the Services in that way and on time, it will be responsible for, and must indemnify Satterley against, any Loss or Claim Satterley suffers or incurs as result of that failure.
   (d) Satterley may, at any time and, without penalty or cost, direct the Supplier, by notice in writing, to deliver the Goods or carry out the Services at a later time that that specified in the Purchase Order.
   (e) The Supplier must give Satterley a tax invoice at the time that it delivers and Goods or claims payment for any Services it has provided. All tax invoices must specify the:
   

   (i) Purchase Order number;
   (ii) name and address of the Satterley Estate (or other location) to which the Goods are delivered or in respect of which the Services are provided; and
   (iii) In the case of:

   (A) Goods, the quantity of Goods dispatched; or
   (B) Services, a full description of the Services provided.

    

6. STANDARD

   (a) All Goods must be free from defects in materials and workmanship, be of merchantable quality and be fit for the purpose for which they are acquired.
   (b) Satterley may inspect the Goods at any time and reject any Goods it considers, for any reason, do not meet the standards specified in the Contract. If it does so, the Supplier must immediately on demand by Satterley and at the Supplier’s sole cost and expense:
   

   (i) replace or repair the rejected Goods;
   (ii) remove the rejected Goods and refund to Satterley any monies Satterley has paid for or on account of the rejected Goods; and
   (iii) pay and indemnify Satterley against any Loss Satterley suffers or incurs arising from or in connection with the Goods, including the cost of returning the rejected Goods to the Supplier.

   (c) If Satterley considers that any Services have not been carried out in accordance with the Contract for the provision of those Services, it may, by notice in writing to the Supplier:
   

   (i) require the Supplier to remedy or redo the work that was the subject of those Services and at the Supplier’s sole cost and expense; or
   (ii) tell the Supplier that it intends to appoint another Supplier to remedy or redo that work at the first Supplier’s sole cost and expense.
   

   (d) The first Supplier is liable for and must pay and indemnify Satterley, on demand, against any Loss Satterley suffers or incurs arising from or in connection with the Supplier’s failure to carry out the Services in accordance with the Contract.
   (e) For the avoidance of doubt, Satterley is not liable for any:
   

   (i) rejected Goods or Services;
   (ii) Goods or Services damaged by inspection; or
   (iii) costs associated with its inspection or rejection of any Goods or Services.

    

7. OWNERSHIP OF PROPERTY

   (a) Ownership of, and all risk in and to any Goods or Services, passes to Satterley on, in the case of any:

   (i) Goods, delivery and acceptance by Satterley of the Goods; and
   (ii) Services, satisfactory completion of the work that is the subject of the Services Contract.

   (b) Until ownership passes, all risk in respect of the Goods or Services remains with the Supplier.

8. WARRANTY

   (a) If Satterley gives notice of any defect or omission discovered in any Goods or Services during any warranty period (whether express or implied by any law), the Supplier must immediately correct that defect or omission and at no cost to Satterley.
   (b) If no warranty period is specified in a Contract, the warranty period will be treated as being 120 days after Satterley accepts the Goods or Services or any longer period required or allowed by any law.
   (c) The Supplier must pay for and indemnify Satterley against all costs of, and incidental to, the discharge of any of its warranty obligations, including any packing, freight, disassembly and re-assembly costs or the costs of remedying any defects in or again carrying out any Services.

9. INDEMNITY AND INSURANCE

   9.1 Indemnity
   The Supplier indemnifies Satterley and each of its officers, employees and agents against all Losses and Claims Satterley suffers or incurs (directly or indirectly) arising from or in connection with, of any breach of any Contract, including any Claim for alleged infringement of any patent, copyright, registered design, trademark or any other intellectual property rights, by reason of Satterley’s receipt or enjoyment of the Goods or Services.

   9.2 Insurance
   The Supplier must, for as long as any obligations remain in connection with a Contract, take out and maintain all insurance policies a prudent Supplier who carries on the business of supplying goods or services like the Goods or Services would take out and maintain. The Supplier must, immediately on being asked to do so by Satterley, give Satterley proof of insurance in form and substance satisfactory to Satterley.

10. PRICE

    The Contract price for all Goods and Services includes:
    (a) all taxes (including GST), duties and other imposts for which the Supplier is liable
    (b) all insurance premiums and other costs;
    (c) all amounts payable for the use (whether in course of supplying the Goods or carrying out the Services or otherwise) of patents, copyright, registered designs, trademarks and other intellectual property rights; and
    (d) all charges for carrying out the Services.

11. PAYMENT

    11.1 Period
    Subject to clauses 10.2 and 13, Satterley will pay for all Goods and Services within 45 days after the end of the month in which the Goods are delivered or Services are performed.

    11.2 Invoice
    (a) The Supplier must give Satterley a tax invoice in a form acceptable to Satterley and containing the information specified in these Conditions by the 12th of the month following the month in which the Goods were delivered or Services carried out.
    (b) Invoices which are received after the 12th but before the 19th of that month will be paid within 60 days after the end of the month in which the Goods were delivered or Services carried out.
    (c) Invoices which are received after the 19th will not be processed until the following month.
    (d) An invoice will be correctly rendered if it:

    (i) is addressed in accordance with the Purchase Order;
    (ii) identifies the Purchase Order number;
    (iii) identifies the name and address of the Satterley Estate (or other location) to which the Goods are delivered or in respect of which the Services are provided;
    (iv) is a tax invoice for GST purposes; and
    (v) is, where any explanation is necessary, accompanied by full documentation substantiating the amount claimed.

     

12. SUBCONTRACTING

    12.1 Consent
    The Supplier must not, without Satterley’s prior written consent, sub-contract all or any part of its obligations under the Contract.

    12.2 Liability
    The Supplier will be liable to Satterley for, and must indemnify Satterley against, all acts and omissions of any sub-contractor as if they were the acts or omissions of the Supplier.

TERMINATION

13.1 Termination Event
If the Supplier:
(a) fails to deliver the Goods or carry out the Services by the date required by the Contract;
(b) is in breach of any other material term of the Contract;
(c) is an individual and commits an act of bankruptcy, becomes a bankrupt, executes a deed of assignment or deed of arrangement under Part 10 of the Bankruptcy Act 1966 as amended or a creditor accepts a composition under that Act or any analogous overseas law; or
(d) is a corporation and (other than for the purpose of a reconstruction or amalgamation):

(i) is or is, under any law, taken to be, insolvent;
(ii) is the subject of a compromise or arrangement with its creditors;
(iii) a receiver or a receiver and manager, administrator or analogous person is appointed over some or all of its property; or
(iv) a provisional liquidator or liquidator is appointed to it, Satterley may, without prejudice to any other rights and remedies it has under the Contract or otherwise, terminate the Contract, in whole or part, by notice in writing to the Supplier.

 

13.2 Effect of Termination
On termination pursuant to clause 12.1 or otherwise, Satterley may:
(e) cease payment under the Contract;
(f) recover from the Supplier all amounts it has already paid for undelivered Goods;
(g) purchase similar Goods or Services from other Suppliers and claim by way of indemnity from the Supplier any Loss it may incur in doing so.

13. COMPLIANCE WITH POLICIES

    The Supplier must, in its dealings with its employees, have due regard to all relevant laws and to Satterley’s policies on employment, including equal employment opportunity, access and equity, affirmative action, occupational health and safety and workplace diversity.

14. GENERAL

    15.1 Governing law
    These Conditions and each Contract are governed by the law in force in Western Australia.

    15.2 Waiver of rights
    A right may only be waived in writing, signed by person giving it, and:
    (a) no other conduct of the person (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
    (b) a waiver of a right on one or more occasions does not operate as a waiver of that right if it arises again; and
    (c) the exercise of a right does not prevent any further exercise of that right or of any other right.

    15.3 Amendment
    These Conditions and each Contract can only be amended, supplemented, replaced or novated by another document signed by the parties.

    15.4 Assignment
    (a) The Supplier may only dispose of, declare a trust over or otherwise create an interest in its rights under this document with Satterley’s prior written consent.
    (b) Satterley may dispose of, declare a trust over or otherwise create an interest in its rights under any Contract without the Supplier’s consent, and may disclose to any potential holder of the right or interest any information relating to teh Contract.

15. 16. NO EMPLOYMENT, PARTNERSHIP AND AGENCY

    This Contract does not create a relationship of employment, agency or partnership between the Supplier and Satterley.

    16.1 Giving effect to this document
    The Supplier must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that Satterley may reasonably require to give full effect to the Contract.

    16.2 Operation of this document
    (a) These Conditions and the Purchase Order contain the entire agreement between the parties about the subject matter of any Contract. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by these Conditions and the Purchase Order and has no further effect.
    (b) Any right that Satterley may have under the Contract is in addition to, and does not replace or limit, any other right that Satterley may have.
    (c) Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.

    16.3 Operation of indemnities
    Each indemnity in this document survives the expiry or termination of this document.