Contract for Supply of Goods

Parties:

Supplier: Vaulta Operations Pty Ltd

Buyer: The customer reviewing this

1. Term of Agreement
   • The Agreement begins on the execution of this Agreement by the last party to do so. The Agreement will come to an end when all Goods have been delivered and accepted and all payments required to be made under the Agreement have been made.
   • A party may, by the provision of notice in writing, request the Agreement be extended. The Agreement may only be extended for the period or periods agreed to by the parties in writing.
2. Supply and delivery of Goods
   • The Supplier must supply the Goods to the Buyer in accordance with this Agreement.
   • The Supplier must deliver the Goods to the Delivery Point. Acceptance of the Goods by the Buyer will not be taken to have occurred until acceptance is deemed to have occurred in accordance with clause 3 below.
3. Acceptance or rejection of Goods
   • If the Goods conform with this Agreement, the Buyer will promptly issue written notification of acceptance of the Goods. If the Buyer does not give written notification of acceptance or rejection of the Goods within 30 days of delivery, acceptance of the Goods will be deemed to have occurred on the date of delivery.
   • If the Goods:
     • do not conform with this Agreement; or
     • on delivery are damaged or not of merchantable quality,

the Buyer may reject the Goods by giving written notice (including reasons for rejection) to the Supplier within 30 days of delivery. The Buyer is not obliged to pay for any rejected Goods.

• The Supplier must, at its cost, collect and remove any rejected Goods as soon as practicable following notification. If the Supplier fails to collect and remove the rejected Goods within a reasonable time, the Buyer may return the Goods to the Supplier at the Supplier’s expense, or, following further notification, destroy the Goods or otherwise dispose of the Goods in its discretion.

4. Pricing
   • The Unit Price is fixed and inclusive of all taxes (excluding GST and shipping costs), for the provision of the Goods under the first purchase order. The price shall only be varied annually, by written notice from the Supplier.
   • The Supplier may charge the Buyer any additional fee or amount for packaging, transport, insurance, loading, unloading, storage or any other costs incurred by the Supplier in supplying or delivering the Goods to the Buyer.
5. Invoicing and payment
   • On or following acceptance of the Goods, or as otherwise specified in the Purchase Order, the Supplier must submit a tax invoice for the cost of the Goods plus shipping and insurance costs (and containing all information required in a tax invoice for the purposes of the GST Act) to the Buyer for the Purchase Price.
   • Subject to clause 7, the Buyer will pay the invoiced amount less any amount required by Law within 30 days of receipt of an accurate invoice. However, if the Buyer disputes the invoiced amount, it must pay the undisputed amount (if any) and notify the Supplier of the amount in dispute. The parties will endeavour to resolve any such dispute in accordance with clause 18.
   • Payment of an invoice is not to be taken as evidence that the Goods have been supplied in accordance with the Agreement but must be taken only as payment on account.
   • Simple interest, of 12% per annum shall accrue on a daily basis on any Overdue Amount and is payable by the Buyer to the Supplier on demand.
6. Title and risk

Title in the Goods will pass to the Buyer upon payment for the Goods. Risk in the Goods will pass to the Buyer when the Goods are delivered to the Delivery Port.

7. Warranties
   • The Supplier represents and warrants to the Buyer that:
     • (Capacity) it has the right to enter into the Agreement and perform the Services;
     • (Title) it has the right to sell, and transfer title to and property in, the Goods to the Buyer;
     • (IP) it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the Goods;
     • (Conflict) it and its Personnel do not hold any office or possess any property, are not engaged in any business or activity and do not have any obligations whereby duties or interests are or might be created in conflict with or might appear to be created in conflict with its obligations under this Agreement; and
     • (Trust) it has not entered into the Agreement on behalf of a trust; and
     • (Goods) the Goods:
       • are new and fit for the purpose stated in the Purchase Order (or, if no purpose is stated, the purpose for which the Goods would ordinarily be used);
       • conform in all respects with this Agreement;
       • are free from defects; and
       • are of merchantable quality and comply with all Laws.
     • The provisions of 7(a)(vi)(A) and (C) in relation to fitness for purpose and freedom from defects shall not apply to the first two (2) Units of Goods supplied. Buyer acknowledges that the Goods are custom-built, and the first two (2) Units may require adjustment to function as set out in the Purchase Order.
     • If provided for in the Purchase Order, the Supplier must obtain the benefit of any manufacturer’s warranties for the Buyer.

8. Intellectual Property Rights
   • The Supplier grants to the Buyer a non‑exclusive, perpetual, royalty‑free, worldwide and transferable licence (including the right to sub-license) to use any Intellectual Property Rights in relation to any Goods supplied, vesting upon payment of the relevant invoice, but only to the extent necessary to allow the Buyer the full use and enjoyment of those Goods. The Supplier must, upon request by the Buyer, do all things as may be necessary (including executing any documents) to give full effect to such rights.
   • The Buyer warrants that it will not reverse engineer, decompile, disassemble, copy, modify, or otherwise attempt to derive (collectively, "Reverse Engineer") the plan, structure, source code, techniques, processes, algorithms, know-how or other information from any information documents, materials, items, or products provided by the Supplier, or permit or induce the foregoing.
9. Data
   • Data will remain the property of the Buyer.
   • The Supplier must only use the Data to the extent necessary to perform its obligations under this Agreement.
10. Liability
    • Each party indemnifies, and will at all times keep the other party and each of its Personnel indemnified, against any liabilities, losses, damages, costs and expenses for:
      • personal injury, including sickness and death;
      • property damage;
      • breach of an obligation of confidence or privacy, whether under this Agreement or otherwise;
      • fraudulent acts or omissions;
      • wilful misconduct or unlawful act or omission;
      • breaches of logical or physical security;
      • loss or corruption of Data;
      • third party claim arising out of a breach of the Agreement by the party or its Personnel (including breach of warranty) or any negligent act or omission of the Supplier or its Personnel; or
      • infringement or alleged infringement of the Intellectual Property Rights or any other rights of any person, including any third party,

to the extent caused, or contributed to by, any negligent act or omission by the party or any of its Personnel.

• Except for liability under clause 8(b), neither party shall be liable to the other for any special, indirect, or consequential losses, however defined.
•  Termination
  • The Buyer may terminate the Agreement with immediate effect (or with effect from a specified date) by giving notice in writing to the Supplier if the Supplier:
    • fails to provide the Goods in accordance with the Agreement;
    • breaches any provision of the Agreement and, where that breach is capable of remedy, fails to remedy the breach within 10 Business Days after receiving written notice requiring it to do so (or such later date as may be specified in that notice);
    • breaches any provision of the Agreement that is not capable of remedy;
    • or any of its Personnel involved in the supply of the Goods commits fraud, dishonesty or any other serious misconduct;
    • commits any act or does anything that may be prejudicial or otherwise detrimental to the reputation of the State; or
    • suffers from an Insolvency Event.
  • The Supplier may terminate the Agreement with immediate effect (or with effect from a specified date) by giving notice in writing to the Buyer if the Supplier:
    • breaches any provision of the Agreement and, where that breach is capable of remedy, fails to remedy the breach within 10 Business Days after receiving written notice requiring it to do so (or such later date as may be specified in that notice);
    • breaches any provision of the Agreement that is not capable of remedy;
    • or any of its Personnel involved in the supply of the Goods commits fraud, dishonesty or any other serious misconduct;
    • commits any act or does anything that may be prejudicial or otherwise detrimental to the reputation of the State; or
    • suffers from an Insolvency Event.
  • A party may terminate the Agreement without cause on reasonable notice to the Supplier.
  • If the Agreement is terminated pursuant to this clause 12, the Buyer will pay the Supplier:
    • for the Goods delivered in accordance with the Agreement up to the date of the termination; and
    • the unavoidable and substantiated costs incurred by the Supplier as a direct result of the termination, excluding any loss of profit, and the Buyer has no other liability to the Supplier in relation to that termination.

• When the Buyer issues a notice under this clause 12, the Supplier will immediately comply with any directions given in the notice and do all that is possible to mitigate its losses arising from the termination of the Agreement.
• Termination or expiry of this Agreement will not prejudice any right of action or remedy which may have accrued to either party prior to termination or expiry.
• On termination or expiry:
  • the Supplier must immediately, following instructions by the Buyer, and cease using all materials that contain any Data or the Buyer’s Confidential Information; and
  • The Buyer must immediately

12. Insurance
    • The Supplier shall obtain insurance cover sufficient to cover any loss or costs that may be incurred and for which the Supplier may be liable in connection with the Agreement.
    • On request, the Supplier must, within 10 Business Days, provide the Buyer with evidence of the currency of any insurance it is required to obtain.
13. Confidentiality, privacy and data protection
    • Each party and its Personnel must keep the Confidential Information confidential and secure and must not disclose or otherwise make available any Confidential Information to any other person.
    • Each party acknowledges that it will be bound by the Privacy Act 1988 (Cwlth) with respect to any act done or practice engaged in by the Supplier for the purposes of the Agreement.
14. Access

When at the Buyer's premises, the Supplier must, and must ensure that its Personnel:

• protect people and property;
• prevent nuisance;
• act in a safe and lawful manner;
• comply with the safety standards and policies of the Buyer (as notified to the Supplier); and
• comply with any lawful directions of the Buyer or its Personnel.

15. Transport of Goods
    • The Supplier shall deliver the Goods to the Delivery Point.
    • The Supplier, shall, at the Buyer’s cost, procure transport and insurance to insure the Goods to the Delivery Port.
16. Compliance with Law and policy

Each party must, in performing its obligations under the Agreement, comply with the Laws relevant to the provision and purchase of the Goods under the Agreement.

17. GST
    • The terms used in this clause have the same meanings given to them in the GST Act.
    • Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with the Agreement are exclusive of GST.
    • If GST is imposed on any supply made under or in accordance with the Agreement, the recipient of the taxable supply must pay to the party making the taxable supply an amount equal to the GST payable on or for the taxable supply. Subject to the recipient first receiving a valid tax invoice, payment of the GST amount will be made at the same time the consideration for the taxable supply is to be paid or provided in accordance with the Agreement.
18. Dispute Resolution
    • If any dispute arises under or in connection with this Agreement (Dispute), either party may at any time give written notice to the other (Dispute Notice) requesting that a meeting take place to seek to resolve the Dispute in good faith.
    • If the Dispute is not resolved in 15 Business Days it will be referred to mediation (Mediation) conducted by the Australian Disputes Centre (ADC) in accordance with the ADC mediation guidelines (Guidelines) with each party bearing their own cost.
    • If the parties fail to settle the Dispute at Mediation, the parties may agree to submit the dispute for resolution to final and binding arbitration.
    • The parties will continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.
19. General
    • The Agreement is governed by and is to be construed in accordance with the Laws. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
    • The Agreement may only be varied or replaced by a written document executed by the parties.
    • A waiver of any right, power or remedy under the Agreement must be in writing and signed by the party granting it. The fact that a party fails to do, or delays in doing, something the party is entitled to do under the Agreement does not amount to a waiver.
    • Any provision of the Agreement which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, and, if that is not possible, the provision will, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions.
    • A party may not assign any right under the Agreement without the prior written consent of the other party.
20. Entire understanding and order for precedence
    • In the event and to the extent of any inconsistency between these General Conditions for the supply of goods and the Purchase Order, the General conditions will prevail to the extent of the inconsistency. If the inconsistency remains incapable of resolution by reading down, the inconsistent provisions will be severed from the Purchase Order without otherwise diminishing the enforceability of the remaining provisions of the Purchase Order.
    • This Agreement contains everything the parties have agreed in relation to the Goods. No party can rely on an earlier written document or anything said or done by or on behalf of another party before this Agreement was executed.
21. Survival

Clauses 4, 5, 7, 8, 9, 10, 11, 13, 14, 16, 17, 18, 19, 20, and 21 of this Agreement survive the termination or expiry of this Agreement or the completion of the provision of Goods and may be enforced at any time.

22. Definitions

In this Agreement, unless the context otherwise requires:

Agreement means the agreement for the supply of the Goods consisting of these General conditions for the supply of goods and the Purchase Order.

Business Day means a day which is not a Saturday, Sunday or public holiday in Queensland, nor the period between December 24 and January 2 of any year.

Confidential Information means any technical, scientific, commercial, financial or other information of, about or in any way related to, a party, including any information designated as confidential, which is disclosed, made available, communicated or delivered to the other party, but excludes information which:

• is in or which subsequently enters the public domain, other than as a result of a breach of an obligation of confidentiality;
• a party can demonstrate was in its possession prior to the date of the Agreement;
• a party can demonstrate was developed by it independently of any disclosures previously made by the other party;
• is lawfully obtained by a party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the other party or otherwise prohibited from disclosing the information; or
• is required to be disclosed pursuant to Law, court order or other legal process.

Data means all data, information, text, drawings, statistics, analysis and other materials embodied in any form which is:

• supplied by or on behalf of the Buyer in connection with this Agreement (Input Data); or
• generated, placed, stored, processed, retrieved, printed, accessed or produced by the Buyer utilising the Input Data or the Goods.

Delivery Point means the location or address to which the goods are to be delivered, as specified in the Purchase Order.

Delivery Port means the port of entry for the Goods as specified in the Purchase Order.

Goods means the goods specified in the Purchase Order and as provided under this Agreement.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means any of the following:

• anything that reasonably indicates that there is a significant risk that a party is or will become unable to pay debts as they fall due;
• a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the party or any of its assets; or
• the party ceasing, or indicating that it is about to cease, carrying on business.

Intellectual Property Rights means all intellectual property rights at any time recognised by law, including all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, trade secrets and know-how, registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Laws means:

• any statute, regulation or subordinate legislation of the Commonwealth of Australia, the State or local or other government in force in the State of Queensland, irrespective of where enacted; and
• lawful requirements of any government or government department or other body or a governmental, semi-governmental, judicial, municipal, statutory or public entity or authority (including a statutory authority or a State-owned enterprise), a self-regulatory authority established under statute or a stock exchange (wherever created or located) or a person (whether autonomous or not) who is charged with the administration of a law.

Buyer means the party to this Agreement.

Overdue Amount means an amount (or part thereof) that:

• is not, or is no longer, disputed;
• is due and owing under a tax invoice (as defined in the GST Act), properly rendered by the Supplier in accordance with this Agreement; and
• which has been outstanding for more than 30 days, or if clause 6 applies, 10 Business Days from the date of receipt of the correctly rendered tax invoice, or the date that the amount ceased to be disputed, as the case may be.

Personnel of a party includes the officers, employees, agents, contractors and sub-contractors of that party.

Purchase Order means any form of order or purchase issued by the Buyer for the supply of the Goods, made under or incorporating these General conditions for the supply of goods.

Purchase Price means the sum ascertained by multiplying the Unit Price for the applicable Goods by the number of units delivered.

State means the State of Queensland.

Supplier means the entity supplying the Goods under the Agreement.

Time for Delivery means the date and, where relevant, the time specified in the Purchase Order (or such other date or time as may be agreed in writing) by or on which the Goods must be delivered by the Supplier.

Unit Price means the price per item of each of the Goods, as specified in the Purchase Order.

23. Interpretation

Unless expressed to the contrary, in this Agreement:

• words in the singular include the plural and vice versa;
• any gender includes the other genders;
• if a word or phrase is defined its other grammatical forms have corresponding meanings;
• 'includes’ and 'including' are not words of limitation;
• no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
• the obligations of the Supplier, if more than one person, under the Agreement are joint and several and each person constituting the Supplier acknowledges and agrees that it will be causally responsible for the acts and omissions, including breaches of the Agreement, of the other as if those acts or omissions were its own;
• the rights of the Supplier, if more than one person, under the Agreement, including the right to payment, jointly benefit each person constituting the Supplier (and not severally or jointly and severally); and
• a reference to:
  • a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
  • a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;
  • any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision; and
  • a party or parties is a reference to the Buyer and the Supplier (as the case requires).