Standard Terms and Conditions of Purchase Order – Bridgewest Perth Pharma Pty Ltd

These terms and conditions apply to Small Business Suppliers 1 (“Sellers”) engaging with Bridgewest Pharma Pty Ltd and/or its Associated Companies2 (“Buyer” or “Bridgewest”) who are not a party to a current contract with Buyer.

1. ‘Small Business Supplier’ has the meaning given by section 5 of The Payment Times Reporting Act 2020 (Cth).
2. ‘Associated Companies’ means all companies which (directly or indirectly) control, are controlled by or are under common control with Bridgewest Perth Pharma Pty Ltd.

Acceptance and conflict of terms

The terms of this Purchase Order (“Order”) constitute an offer to purchase. Seller’s commencement of work, shipment of the described goods, performance of the described services, or issuance of a sales acknowledgement shall be deemed an acceptance of this Order. This Order expressly limits acceptance to the terms set forth herein. No terms stated by Seller in accepting this Order shall be binding upon Buyer if inconsistent with or in addition to the terms stated herein unless accepted in writing by Buyer. If this Order is deemed to be an acceptance of an offer by Seller, such acceptance is limited to the express terms of this Order and is made conditional on Seller’s assent to any additional or different terms in this Order. If, however, a written contract is already in existence between Buyer and Seller covering the purchase of the goods or services covered hereby, the terms and conditions of said contract shall prevail to the extent that the same may be inconsistent with the terms and conditions hereof.

Price

If no price is stated on the Order, the goods or services shall be billed at the price last quoted by Seller, or last paid by Buyer to Seller, or at the prevailing market price, whichever is lowest. Notwithstanding anything to the contrary stated on the face of the Order, amounts payable by Buyer under this Order will be paid thirty (30) days after the date upon which Buyer receives a correctly rendered tax invoice.

Warranties

Seller represents and warrants that:

1. The Seller, and its employees, agents and subcontractors, are licensed, registered, or qualified under local law, regulations and policies to do business and have obtained all necessary licenses, consents and authorisations necessary or required to provide the goods or services, and providing such goods or services is not inconsistent with any other obligation of the Seller.
2. All goods supplied hereunder shall be free from defects in material and workmanship and shall be of merchantable quality, shall conform to the Buyer’s specifications, shall comply with all applicable laws and shall be suitable for Buyer’s intended uses and purposes to the extent that such uses and purposes are known or reasonably should be known to Seller.
3. All goods supplied hereunder shall, at the time of sale and delivery, comply with the requirements of all applicable Federal, State and Local laws and regulations.
4. The use or sale of the goods delivered hereunder shall not infringe any patent, trademarks, copyright, or any other intellectual property rights of any third party.

Insurance and risk

When performing any services at any of Buyer’s locations, Seller must carry adequate insurance, with

limits no less than $1,000,000 per occurrence and with $5,000,000 in annual aggregate, and will promptly furnish Buyer with a certificate thereof, covering Worker’s Compensation, General Bodily and Property Damage Liability, and Automobile Bodily and Property Damage Liability. The title and risk in goods shall pass to Buyer upon delivery except as otherwise set forth herein.

Inspection

All goods supplied hereunder are to be shipped subject to Buyer’s examination and right of rejection for a reasonable time after delivery notwithstanding prior payment, if not as warranted herein, or if not in conformity with Buyer’s specifications or, if no specifications are given by Buyer, with standard specifications. All expenses incurred by Buyer because ofrejections hereunder shall be for Seller’s account, and Buyer may return rejected goods at Seller’s expense.

Taxes

Prices stated on the face of the Order include all taxes (including GST) and other governmental charges not specifically imposed by law on Buyer, and Seller agrees to indemnify Buyer against and reimburse it for any expenditures it may be required to make on account of Seller’s failure to pay such taxes and other governmental charges.

Contingencies

Failure of Seller to make, or of Buyer to take, one or more deliveries of goods or performance of services hereunder, if occasioned by acts of God, fire, explosion, flood, epidemic, war, acts of governmental authority, civil disturbances, or any other circumstances beyond the control of the parties, or if Buyer’s failure is occasioned by a partial or complete suspension of operation at any of Buyer’s plants, shall not subject the party so failing to any liability to the other party, but, by mutual agreement between the parties (not to be unreasonably withheld), the total quantity of goods or services covered by the Order may be reduced by the extent of delivery or performance omitted as a result of such contingencies.

Packing and shipping

Seller shall pay all shipping, packing, crating and cartage charges unless otherwise specified in the Order. Each container must be marked to show quantity, Order number, contents and shipper’s name and must include a packing sheet showing this information. Packaging, marking, labelling, and shipping of all hazardous materials must meet applicable regulations.

Termination

If the Seller defaults in any of its obligations hereunder, becomes insolvent, or has a receiver appointed, or if Buyer believes in good faith that any of such events may occur, Buyer may, at its discretion without prejudice to any other remedy, suspend performance of or terminate the Order. In the event of termination, if Seller is in possession of any goods or items belonging to Buyer, Buyer may enter any premises of Seller to retrieve such goods or items. Without prejudice to any other remedy, if Seller breaches any of the terms of the Order, Buyer may, at its election: (i) reject and return the goods and/or services in whole or in part at Seller’s cost within a reasonable time after delivery notwithstanding prior payment (risk in the goods shall revert to Seller upon such rejection); (ii) permit Seller to repair or reinstate the goods or re-perform the services so that they conform with this Order; or (iii) carry out or have carried out at Seller’s expense such work as is necessary to conform the goods and/or services to this Order.

Governing law

The Order shall be governed by the laws of the state of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of courts of New South Wales, Australia.

Attendance on premises

In all cases where Seller delivers goods or performs services hereunder at any of Buyer’s locations, Seller will comply with all applicable provisions of Federal, State and Local safety, health and security laws and regulations and Buyer’s safety standards for such location.

Confidentiality/ Property rights

Any information or materials provided to Seller by or on behalf of Buyer in connection with this Order shall remain the property of Buyer and Seller shall use such materials solely in connection with this Order. Seller will not disclose or use for any other purpose, any information or materials acquired from or on behalf of Buyer or its affiliates concerning any designs, drawings, specifications, personnel, research activities, products, or other business operations. Seller shall maintain such materials in good order and condition subject to fair wear and tear and shall dispose of or return such materials as Buyer directs.

Indemnification

Seller agrees to defend, indemnify and hold harmless Buyer against any and all liability, judgments, damages, losses, and expense to the extent occasioned by or resulting from any breach of representation and/or warranty made herein by Seller, or by the failure of Seller to comply with the terms hereof, or by the negligence or wilful misconduct of Seller, regardless of whether or not such failure is caused in part by Buyer; provided, however that the Seller shall not have liability under this section to the extent such losses are caused solely by the negligence, recklessness or wilful misconduct of Buyer. Buyer shall not under any circumstances be liable for lost profits or any indirect or consequential loss of Seller.

Assignability

The terms of this Order in its entirety and each and every provision hereof shall inure to the benefit of the customers, successors and permitted assigns of Buyer. Seller may not assign this Order without Buyer’s prior written consent, and any such assignment without Buyer’s consent shall be null and void.

Additional Terms and Conditions

The following additional terms and conditions apply to Sellers engaging with the Buyer.

1. The Seller will be held responsible for any claims arising from defects of materials or workmanship.
2. The Buyer reserves the right to turn away shipments on dirty/broken or substandard pallets or any goods which are visibly unstable or damaged in any way or of wrong grade/description or where contamination is evident. Acceptable re-supply will be at Seller’s expense.
3. Delivery dockets must accompany goods and be endorsed with the corresponding Order. Delivery dockets should clearly specify Order number, item, description, grade, quantity, units, lot number and number of pallets. We reserve the right to turn away deliveries which do not match delivery dockets. Re-supply will be at Seller’s cost.
4. The acceptance of these goods is subject to the Buyer’s Quality Control Inspection.
5. Material supplied against this Order must comply with the Buyer’s material specifications provided.
6. All packs containing materials must be clean, free from contamination, undamaged and individually identified.
7. Pallets

All pallets must comply with the following:

1. All pallets / boxes must state Customer and Product code.
2. Maximum load per pallet is 1 tonne net weight (1000kg).
3. All pallets must be Chep pallets or ISPM15 compliant pallets.
4. All items must be boxed on pallets and there must be no overhang.
5. All pallets must be shrink-wrapped or banded.
6. Labelling shall be as agreed with Buyer.
7. All inventory items shall be delivered in closed trucks.
8. No pallet shall contain mixed lots.
9. The certificate of analysis is to accompany the delivery of good.