Supplier Purchasing Terms and Conditions
Transdev purchasing Terms and ConditionsDownload
1. INTERPRETATIONS AND GENERAL MATTERS
1.1.1 ‘Agreement’ means these Purchase Order Terms and Conditions which will apply to all Purchase Orders
issued to the Supplier.
1.1.2 ‘Background Supplier Material’ means all Material owned by, or licensed to the Supplier, that arose
independently of this Agreement or Purchase Order.
1.1.3 ‘Contract Material’ means all Material developed by the Supplier for the purpose of providing the Goods and/or Services.
1.1.4 ‘Customer’ means Transdev Australasia Pty Ltd (ACN 079 303 816) or its Related Bodies Corporate. The
Supplier acknowledges that notwithstanding anything else in this Agreement and to the extent permitted by law, each Related Body Corporate of the Customer is solely responsible to the Supplier for any Purchase
Orders issued by that entity to the Supplier.
1.1.5 ‘Day’ means a calendar day.
1.1.6 ‘DDP’ means in relation to the delivery of the Goods, Delivered Duty Paid (Incoterms 2020) and includes the responsibility (and associated costs) for packing, loading, transportation, delivery and insurance (for the full replaced value of the Goods) to the nominated delivery point for the Goods.
1.1.7 ‘Environment’ means ecosystems and their constituent parts, including people and communities:
(a) all natural and physical resources;
(b) the qualities and characteristics of locations, places and areas, that contribute to their
biological diversity and integrity, intrinsic or attributed scientific value or interest harmony
and sense of community; and (c) the social, economic, aesthetic and cultural conditions that affect or are affected by things mentioned in paragraphs (a), (b) and (c).
1.1.8 ‘Force Majeure Event’ means any occurrence as a direct result of which the party relying on it is prevented from or delayed in performing any of its obligations
(other than a payment obligation) under this Agreement and that is beyond the reasonable control
of that party, including forces of nature and action or inaction by a government agency and labour disputes
not solely involving a party’s personnel, but excluding actions or omissions of a subcontractor.
1.1.9 ‘Goods’ means all goods, equipment, materials, articles, or any other property or parts to be provided
to the Customer by the Supplier under the Purchase Order and includes, without limitation all ancillary
activities such as design, manufacture, inspection, quality assurance and control, painting, packing and
delivery as specified or required hereunder or by a Purchase Order.
1.1.10 ‘Intellectual Property Rights’ means all rights in copyright, trademarks (including service marks), trade
and service names, designs, circuit layouts, patents, inventions, discoveries and rights of confidence and all
other rights or forms of protection of a similar nature or having a similar or equivalent effect to any of them,
whether under international convention or otherwise that may subsist anywhere in the world, whether
current or future or registered (including applications for any of the above) or unregistered.
1.1.11 ‘Losses’ means all direct loss, damage, liability, cost or expense arising naturally from the performance or nonperformance (including any negligent or wilful act or omission), any breach or default of parties’ obligations under this Agreement or any Purchase Order and includes nay direct loss, damage, liability, cost or expense agreed to be paid by way of settlement or compromise.
1.1.12 ‘Material’ includes any data, information and other documents (including electronic documents) and
1.1.13 ‘Prohibited Act’ means:
(a) offering, giving, authorising or agreeing to give any gift, commission, consideration or other
benefit or any kind to, or at the direction of, any third party (including any government official,
company or any other person) as an improper inducement to make, or an improper reward for
making, any decision favourable to the interests of either party to this Agreement;
(b) committing any offence under any applicable law, rule or regulation in any relevant jurisdiction
creating offences in respect of fraudulent acts, prohibiting bribery and other forms of corruption;
or (c) defrauding or attempting to defraud or conspiring to defraud any third party including
any governmental, administrative, regularity or other official body.
1.1.14 ‘Proportionate Liability Scheme’ means:
(a) Part 4 of the Civil Liability Act 2002 (NSW);
(b) Part 3 of the Law Reform (Contributory
Negligence and Apportionment of Liability) Act
(c) Part 2 of the Civil Liability Act 2003 (QLD);
(d) Part IVAA of the Wrongs Act 1958 (VIC);
(e) Proportionate Liability Act 2005 (NT);
(f) Part 1F of the Civil Liability Act 2002 (WA); and
(g) Part 9A of the Civil Liability Act 2002 (Tas),
and any equivalent statutory provision in any State or
1.1.15 ‘Purchase Order’ means the purchase order issued by the Customer to the Supplier from time to time.
1.1.16 ‘Purchase Order Form’ means the Purchase Order document to be completed by the Customer and issued to the Supplier, which identifies the Supplier and includes but is not limited to a brief description of the Services and/or Goods and a list of the documents comprising the Purchase Order.
1.1.17 ‘Related Body Corporate’ has the meaning given in the Corporations Act 2001 (Cth).
1.1.18 ‘Supplier’ means the person performing the Services and/or providing the Goods, as identified in the
Purchase Order Form.
1.1.19 ‘Supplier Charter’ means the Transdev code of conduct for its suppliers available on Transdev’s
website at www.transdev.com.au/suppliers
1.1.20 ‘Services’ means the services as set out and further detailed in the Purchase Order Form.
1.1.21 ‘Schedules’ means the schedules provided to the Supplier with this Agreement.
1.1.22 ‘Warranty Period’ means:
(a) in relation to the Services, the greater of the period specified in the Schedules and the period
commencing on the date of completion of the Services and lasting for a period of 1 year
(b) in relation to the Goods, the greater of the period specified in the Schedules and the period of one
year commencing on the date of delivery.
In this Agreement and each Purchase Order (unless the
context otherwise requires):
1.2.1 Words importing the singular are deemed to include the plural and vice versa. Headings and subheadings are inserted for convenience only and must not be used to interpret the text.
1.2.2 Rights and remedies under this Agreement and any Purchase Order are in addition to rights or remedies
available at law (including under statute).
1.2.3 All references to persons include their successors, transferees and permitted assignees.
1.2.4 A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time.
1.2.5 Wherever ‘include’ or any form of that word is used, it must be construed as if it were followed by ‘(without being limited to)’.
1.3 Order of Precedence
1.3.1 Unless otherwise stated, the order of precedence of any of the following documents listed in the Purchase Order, will be as follows:
(a) The Supply of Goods and/or Services Agreement entered into between the parties, as the
case may be, prior to the issuance of the Purchase Order;
(b) this Agreement;
(c) the Purchase Order;
(d) the Schedules;
(e) Specification(s); and
1.4 No Exclusivity or Volume Commitment
1.4.1 The Supplier acknowledges and agrees that: (a) it is not, and will not be, the exclusive
contractor to the customer for the performance of any or all of the Services and/or the supply
of the Goods; (b) the Customer is not under any obligation to issue to, or direct the Supplier to perform any
minimum volume of Services or supply a minimum quantity of the Goods under this Agreement;
(c) no representation has been made by the Customer as to the number, volume or value of Services or Goods that it may direct or require the Supplier to perform or supply under this Agreement or otherwise.
2. SUPPLIER OBLIGATIONS
2.1 Supplier to Inform Itself
2.1.1 The Supplier shall be deemed to have carefully examined all documents furnished by the Customer
and be fully satisfied itself regarding all the conditions, risks, contingencies and other circumstances which
might affect the performance of the Services and/or the supply of the Goods. No increase in the Purchase
Order price will be allowed for the Supplier’s failure to ensure that it is fully informed regarding such
2.2 Purchase Orders
2.2.1 The Customer may issue from time to time a written
Purchase Order to the Supplier.
2.2.2 Upon receipt of an authorised Purchase Order, the Supplier will undertake the performance of the
Services and/or Supply of the Goods requested within the Purchase Order unless the Supplier notifies the
Customer in writing within 24 hours from receipt of the Purchase Order that the Supplier is unable to perform the Services and/or supply the Goods. A separate contract shall be formed between the parties for each such Purchase Order which will remain subject to this Agreement.
2.3.1 The Supplier must not disclose any information about, or documentation provided by, the Customer to any other party without the prior written consent of the Customer. The obligations under this clause shall be
continuing obligations and shall survive the completion or termination of a Purchase Order for a period of five (5) years from the completion or termination of the Purchase Order.
2.3.2 Unless where required by law, the Supplier must not issue any information which includes details about this Agreement, the Services and/or the Purchase Order, for any publication in any news or communication
media, without the prior written approval of the Customer.
2.4.1 No failure or delay on the part of the Customer in exercising any of its rights under this Agreement or a
Purchase Order shall be construed as constituting a waiver of any such rights.
2.5 Subcontracting and Assignment
2.5.1 The Supplier must not subcontract nor assign all or any part of this Agreement or a Purchase Order without the prior written approval of the Customer (in its absolute discretion). The Supplier must provide for the approval of the Customer full particulars or any work to be subcontracted together with details of the proposed subcontractor prior to entering any subcontract.
2.5.2 Approval of the Customer to any subcontract will in no way relieve the Supplier of any of its particulars under the Purchase Order.
2.5.3 The Customer may assign this Agreement or a Purchase Order to any Related Body Corporate or any
successor operator of the Customer’s relevant business activities.
2.6 Entire Agreement
2.6.1 This Agreement and each Purchase Order constitutes the entire agreement between the Customer and the Supplier. The parties shall not be bound by or liable for any statement, representation, promise or
understanding not set forth herein. Nothing contained in proposals, correspondence, discussions or
negotiations prior to the date of issuing a Purchase Order has any effect on the Purchase Order unless
specifically incorporated herein.
2.6.2 Without limitation, no quotation or Supplier standard terms and conditions of supply or equivalent shall apply to this Agreement or any Purchase Order unless otherwise agreed in writing by an authorised
representative of the Customer.
2.7.1 Any notice or other communication required under the Purchase Order shall be delivered in writing. The
notice shall take effect from the time when it is delivered to or received at the nominated address of
the parties (being the address specified on the Purchase Order Form).
2.8 Licenses and Laws
2.8.1 The Supplier shall comply with all applicable laws, bylaws, ordinances, regulations, reasonable directions received from the Customer, orders and rules and with the lawful requirements of public authorities and other authorities in any way related to the supply of the Goods and/or the performance of Services including without limitation all occupational health and safety laws. No change in law will affect the Purchase Order price.
2.8.2 The Supplier will ensure all stages of the supply chain within its control are compliant with the Heavy Vehicle National Law Act 2012 (QLD) (HVNL) (as amended from time to time). All deliveries by the Supplier must be in accordance with the HVNL and any other relevant legal requirements. The Supplier must bring
to the Customer’s attention any delivery requirements (including but not limited to delivery timing, load
capacity and unloading requirements) which may encourage breaches of the HVNL and the Customer
will in good faith discuss varying these requirements.
2.8.3 The Supplier and any person engaged in the provision of the Goods and/or Services must:
(a) comply with the Supplier Charter;
(b) not engage in unethical work practices; and
(c) not engage employees or subcontracted workers upon terms and conditions that are in breach of any human rights legislation, including but not limited to the Modern Slavery Act 2018 (Cth), the International
Covenant on Civil and Political Rights and relevant State legislation such as the Charter of Human Rights and Responsibilities Act 2006 (Vic).
3. PERFORMANCE AND QUALITY
3.1 Materials and Workmanship
3.1.1 All Services and/or Goods shall be fit for purpose. The Supplier must use new and undamaged materials,
unless otherwise specified in the Purchase Order and the workmanship must be of a high quality and
standard. The Services must be carried out and the Goods must perform in accordance with good
engineering practice and comply with all applicable Australian standards and/or other referenced codes,
the requirements of the relevant statutory authorities and all applicable laws, including without limitation, all statutory obligations in relation to occupational health
3.2 Supplier Qualifications and Personnel
3.2.1 The Supplier represents and warrants to the Customer that it has the necessary skills, resources,
experience and all applicable licenses to successfully perform the Services (including the provision of any
equipment necessary to perform the Services) and/or supplier the Goods in accordance with the
requirements of the Purchase Order.
3.2.2 The Supplier must at no cost to the Customer, promptly remove from the Customer’s site any
employee or agent of the Supplier (or employee of any subcontractor of the Supplier), performing the
Services, as the Customer in its sole discretion by acting reasonable designate.
3.3 Testing and Inspection
3.3.1 The Goods and/or Services must be tested in accordance with the requirements of the Purchase
Order, including any Specifications. Unless otherwise stated in the Purchase Order, any tests and the costs
thereof will be the responsibility of the Supplier. The results of tests shall be promptly supplied to the
Customer in writing.
3.3.2 The Customer will have the right to inspect and monitor performance of the Services and/or the
delivery of the Goods and the Supplier must give the Customer access to the Supplier’s premises for such
purpose during its normal working hours. The Services and/or Goods will not be accepted by the Customer until inspected and approved in writing by the Customer. Any inspection by the Customer will not relieve the Supplier from its obligations to comply with the requirements of this Agreement and any Purchase Order.
3.4 Defects and Warranty
3.4.1 The Supplier warrants that the Goods:
(a) unless otherwise agreed with the Customer,
shall be new;
(b) are free from liens, charges, encumbrances,
mortgages or other defects in title;
(c) are prepared or manufactured with due care
and skill and using high quality materials,
techniques and standards and in accordance
with all applicable laws;
(d) are fit for the stated purpose or purposes
reasonable inferred from this Agreement or
the Purchase Order;
(e) comply in all material respects with the
specifications or product description for the
Goods published by the Supplier from time to
time or otherwise agreed with the Customer
and specified in the Purchase Order. If no
specifications have been published or agreed,
the Goods shall be of the best quality
appropriate for their intended purpose.
3.4.2 The Supplier warrants that the Services shall
(a) to the conditions and specifications of the
(b) to all applicable laws and regulations to which
the Services are subject; and
(c) with any performance standard specified in
the Purchase Order (or included in related
specifications or drawings agreed with the
3.4.3 The Supplier warrants that it will comply with any of the Customers policies notified by the Customer to
the Supplier from time to time, including without limitation any of the Customer’s privacy or
occupational health and safety policies (including drug and alcohol policies).
3.4.4 The warranties noted in this clause 3.6 are in addition to any statutory warranties applicable to the Services and/or Goods.
3.4.5 During the Warranty Period, the Customer may give written notice to the Supplier of any failure or defect in the Services and/or Goods. The Supplier must without delay and at no cost to the Customer:
(a) correct any defect in the Services covered by the warranty, by way of re-performance of the
Services in a manner acceptable to the Customer; or
(b) correct any defect or failure in the Goods covered by the warranty, by way of repair, replacement, modification or other means acceptable to the Customer.
3.4.6 If the Supplier fails to correct any defects and failures, or which it has been notified by the Customer, within the time specified in the notice (which must not be less that two (2) Business Days), the Customer will
have the right to rectify the Services and/or Goods itself or have the rectification undertaken by a third
party at the Supplier’s cost.
3.4.7 Where the Supplier is not the original equipment manufacturer of the Goods, the Supplier must obtain
for the Customer’s benefit such as standard warranties, indemnities and rights as those outlined in
this Agreement and any Purchase Order and where more are offered then the Supplier must provide such
additional warranties, indemnities and rights to the Customer at no additional cost.
3.4.8 The Goods shall be at the Supplier’s risk until delivery has been accepted by the Customer notwithstanding that payment may have already been made and title passed to the Customer.
4.1 Unless otherwise specified in the Purchase Order, Goods must be delivered DDP (adequately packaged
and protected to ensure safe delivery) to the delivery point and by the delivery date(s) specified in the Purchase Order.
4.2 The Supplier will be required to comply with all occupational health and safety requirements of the
Customer (including completion of site induction processes) prior to it, its agents or contractors
delivering the Goods in accordance with this Agreement.
4.3 The Supplier must take all reasonable steps to minimise or prevent any delay in the performance of
the Services or the delivery of the Goods. The Customer may grant an extension of time to the
nominated delivery date provided or in the performance of the Services provided:
(a) the delay is caused by any breach or act of prevention by the Customer, (without fault of
the Supplier); and
(b) the Supplier has notified the Customer in writing within seven (7) days of the delay occurring (or
such other time as may be specified in the Purchase Order) of its claim for an extension of time. The
Customer shall not be liable for any extension of time claim that is not lodged in writing with the Customer
within seven (7) days of the delay occurring.
4.4 The Customer may, in its absolute discretion (and with no obligation to do so) extend the time for
performance or delivery for any other reason at any time.
4.5 If the Supplier fails to perform the services in a timely fashion or fails to deliver the Goods by the specified delivery date(s) (except where the Supplier is granted an extension of time in accordance with this
Agreement), the Customer may:
(a) terminate the Purchase Order either in whole or in part for default, in accordance with the provisions of clause 6.1; or
(b) claim from the Supplier, liquidated damages and the Supplier will be immediately liable to
pay the Customer liquidated damages at the applicable rate specified in the Purchase Order (and if no such rate is specified 0.5% of the Purchase Order price per date for each date of delay beyond the stated delivery date detailed within the Purchase Order). The Supplier will not be liable for liquidated
damages to the extent that the delay is due to a breach of this Agreement of a Purchase Order by the Customer or any negligent act or omission of the Customer; and (c) the parties agree (which is acknowledged by the acceptance by the Supplier of the Purchase Order) that the amount of liquidated
damages referred to in this Agreement and any Purchase Order constitutes a reasonable
and good faith pre-estimate of the anticipated or actual loss or damage that will be incurred
by the Customer as a result of the Supplier’s failure to complete a Purchase Order by the delivery dates required by such Purchase Order and are reasonable and do not constitute and are not intended to be a
The Customer may vary the work under the Purchase Order or any condition thereof and the Supplier must
carry out any such variation as directed by the Customer in writing. In the event of any such
variation, the Supplier’s price (addition or reduction) will be varied together with the delivery date(s) for the
Services and/or Goods. Any variation to the price with be consistent with prices charged by the Supplier in
accordance with the Purchase Order. If agreement cannot be reached in relation to a revised price or
delivery date(s), the parties will seek to resolve the dispute by escalation to senior management.
5.2 The Supplier must not vary the work under the Purchase Order of any condition thereof, without the
prior written consent of the Customer which must specifically refer to the variation to this Agreement or
a Purchase Order.
6.1 Termination by Default
6.1.1 Without limiting any other rights it may have, a party (the ‘notifying party’) may give a written notice stating its intention to terminate this Agreement or Purchase Order pursuant to this clause 6.1 to the other party (the ‘defaulting party’) in the event that the defaulting party:
(a) abandons or repudiates the Purchase Order;
(b) becomes insolvent or upon the appointment
of a liquidator, administrator or receiver;
(c) suspends performance of this Agreement or a
Purchase Order for a significant time or fails
to pay monies due under the Purchase Order,
without reasonable cause; or
(d) breaches any of the terms and conditions of
this Agreement or a Purchase Order which is
not remedied within seven (7) days of notice
to do so.
6.2 Termination at Customer’s Convenience
6.2.1 Notwithstanding any other provisions of this Agreement or a Purchase Order, the Customer may
terminate a Purchase Oder by giving seven (7) days written notice to the Supplier. In the event of
termination by the Customer under this clause, and provided the Supplier is not in default, the Customer
shall pay the Supplier for work carried out prior to termination and all direct costs incurred and
associated directly with the cancellation of any orders placed by the Customer prior to termination. The
Customer shall not otherwise be liable for any other costs, losses, damages or expenses of any kind
whatsoever of the Supplier in respect of the termination (including any loss or revenue or profit).
6.3 Force Majeure Events
6.3.1 Neither party will be liable for any delay or failure to perform its obligations required by this Agreement to the extent such delay or failure is directly due to a Force Majeure Event.
6.3.2 If a party is affected by a Force Majeure Event, it must promptly notify the other party providing full details of the Force Majeure Event, its likely duration and impact on the affected party’s performance under this Agreement and/or Purchase Orders and its plans or proposals for overcoming or minimising the impact of the Force Majeure on its performance.
6.3.3 If the performance of either party is delayed by a Force Majeure Event longer than one (1) month,
either party may terminate this Agreement by providing written notice to the other party.
7. PRICE AND PAYMENT
Unless otherwise stated in the Purchase Order, prices shall be fixed and not subject to any variation,
including but not limited to variation in the cost of labour, materials or exchange rates.
7.2 The Supplier shall be responsible for the payment of all relevant Australian (Federal, State and local
Government) and overseas taxes, goods and services taxes, PAYG taxes applicable to the Supplier, duties and charges payable with respect to the Goods and/or Services. The Purchase Order price
will be deemed to be inclusive of all such taxes, duties and charges.
7.3 Unless otherwise specified in the Purchase Order, invoices for payment must be submitted to the
Customer for payment following delivery and acceptance by the Customer of the Goods or
following performance of the Services, and payment of the approved amount will be made by the Customer no later than thirty (30) days from the end of the month during which the invoice was received.
7.4 All claims for payment made by the Supplier must
(a) the purchase order number to which the
(b) the Goods (including quantity and description)
which have been delivered and accepted by
the Customer or description of the Services
which have been completed;
(c) provide evidence of the amount due to the
(d) attach a statutory declaration in the relevant
form required by the Customer (if requested)
confirming payment of employees and
(e) include such other information as the
Customer may reasonable require.
7.5 Without limiting the Customer’s rights under any other provision of this Agreement, any debt due under this Agreement or a Purchase Order from the Supplier to the Customer may be deducted by the Customer from any monies which may be or subsequently become payable to the Supplier by the Customer.
7.6 To the extent that any Taxable Supply occurs under
the Purchase Order then:
(a) the party who is the supplier will be entitled to
increase the consideration for the Taxable
Supply identified in the Purchase Order (‘net
consideration’) by the amount of any
applicable GST calculated in accordance with
(b) the recipient shall pay such increase
(c) the supplier must in a situation such as
described in clause 7.6, issue to the recipient
at the time of claiming payment, a valid tax
invoice (in accordance with the Act) for the
purpose of obtaining an input tax credit for
any GST so paid;
(d) in clause 7.6, “Act” means New Tax System (Goods and Services Tax) Act 1999 (Cth) and
its associated legislation and regulations, “GST” means the goods and services tax
imposed by the Act and “Taxable Supply” means a taxable supply under the Act
8.1 In relation to the performance of Services, the Supplier will provide the Services as an independent
contractor and nothing in this Agreement of the Purchase Order will be construed as to constitute the
Supplier as an employee of the Customer or constitute a partnership between the parties or an
agent or legal representative of the other party.
9. INTELLECTUAL PROPERTY
9.2 The Supplier grants the Customer a perpetual, irrevocable, non-exclusive, royalty-free licence to use,
10. INDEMNITIES AND INSURANCE
10.1 The Supplier indemnifies the Customer in respect of all direct Losses arising out of the Supplier’s
performance or non-performance (including any negligent or wilful act or omission), or any breach or
default of its obligations under this Agreement to an amount equal to the amounts paid or payable by the
Customer to the Supplier during the previous 12 month period, except for:
(a) liability which is offset by insurance proceeds recoverable by the Supplier under a policy of
insurance maintained by the Supplier; or
(b) Losses arising from personal injury or death (including disease or illness), third party property damage, breach of a third party’s Intellectual Property Rights, breach of confidence and Loss arising from fraud or
unlawful act where no limitation applies.
10.2 The Supplier must comply with all requirements of Law and this Agreement for protection of the
Environment. The Supplier indemnifies the Customer for all Losses arising from damage to the
Environment caused by the Supplier arising from, or in connection with, this Agreement.
10.3 To the extent permitted by law, a Proportionate Liability Scheme is excluded in relation to all and any
rights, obligations or liabilities for either party under this Agreement whether those rights, obligations or
liabilities are sought to be enforced in contract, tort or otherwise. To the extent permitted by law, the
Supplier must not seek to apply a Proportionate Liability Scheme in relation to any claim by the
Customer against the Supplier (whether in contract, tort or otherwise). If any of the provisions of a
Proportionate Liability Scheme are applied to any claim by the Customer against the Supplier (whether
in contract, tort or otherwise), the Supplier will indemnify the Customer against any Losses that
forms part of a claim by the Customer against the Supplier which the Customer cannot recover from the
Supplier because of the operation of the relevant Proportionate Liability Scheme.
10.4 The Supplier must maintain the insurances specified below for the term of this Agreement and all Purchase Orders:
(a) Public and Products Liability Insurance for an
amount of not less than $20,000,000;
(b) If professional services are included in the
Services, Professional Indemnity insurance
for an amount not less than $10,000,000;
(c) where applicable, Goods in Transit/Marine
Cargo insurance (for the total replacement
value of the Goods);
(d) where applicable, Ship Repairers, including
(e) workers’ compensation insurance to the
statutory limit; and
(f) third party damage motor vehicle insurance.
The Supplier must give evidence of the insurances
and their currency, acceptable to the Customer on
11. APPLICABLE LAW
11.1 Unless otherwise specified, the Purchase Order will be governed and construed in accordance with the
laws in place in the State or Territory in which the Purchase Order is issued. The Customer and the
Supplier submit to the non-exclusive jurisdiction of the courts of the said State or Territory.
11.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this
11.3 The Customer and Supplier agree to conduct themselves (including under this Agreement and all
Purchase Orders as the case may be) in accordance with high ethical standards and in compliance with all
applicable laws, including without limitation local and international laws prohibiting bribery and other forms
of corruption. Each party warrants neither it nor any of its officers, employees, directors or agents has in
relation to this Agreement committed or will in performing its obligations under this Agreement,
commit any Prohibited Act. The Customer may immediately terminate this Agreement for the default
of the Supplier if the Supplier breaches the Supplier Charter or commits a Prohibited Act.
11.4 Clauses 9, 10 and 11 survive the termination or expiry of this Agreement and all Purchase Orders as do any
other provisions that by implication from their nature are intended to survive the termination or expiry, and
any rights and remedies accrued prior to termination.
11.5 All terms and conditions of this Agreement are incorporated into and govern each Purchase Order
except where expressly agreed in writing by an authorised representative of the Customer