1. General

1.1 These general purchasing conditions apply to all orders placed by Metromatics whether relating to a purchase or purchases, the rental of goods or the provision of services.

1.2 The contract between Metromatics and the Supplier comprises the;

a) Special Conditions (if any),
b) Purchase Order (other than the Special Conditions),
c) These Terms and Conditions,
d) Specifications,
e) Drawings and
f) Any other annexed documents.

1.3 If there is any ambiguity or inconsistency between the documents comprising the contract, the document appearing higher in the list will have precedence to the extent of the ambiguity or inconsistency.

1.4 These documents contain the entire agreement of the parties in relation to the subject matter and supersedes all prior negotiations, agreements and representations. No other terms and conditions, including those attached to any document, whether received before or after the date of this Purchase Order are included or implied unless agreed to in writing by Metromatics. This agreement can only be varied in writing signed by all parties. In the event that the parties have negotiated, agreed and signed alternative terms and conditions for the Supplies such alternative terms and conditions shall prevail over the terms and conditions of this order.

1.5 The Supplier accepts the Order by signing and returning a copy of
the Order, or otherwise acknowledging the Order, or signifying it’s acceptance in some way within seven (7) days from the date of the Order. If no acknowledgement is received within that period, the Supplier will be deemed to have accepted the order.

1.6 The Supplier is deemed to have carefully examined all documents provided by Metromatics and fully satisfied itself regarding all conditions, risks, contingencies and other circumstances which might affect its ability to supply the goods or services in accordance with the purchase order.

1.7 By accepting the Order, the Supplier acknowledges that it has received all information required to fulfill its obligations. Any additional information must be requested before acceptance of the order.

1.8 In the event that Metromatics provides equipment and/or tools to the Supplier , these remain the property of Metromatics and are not to be modified, altered, destroyed, damaged or used for any other purpose than for the fulfilment of the Order. The Supplier is responsible for the safe custody and proper maintenance while in its custody.

2. Quality Control and Assurance

2.1 The Supplier must:

a) Certify the Supplies with a Certificate of Conformance,
b) Provide the Supplies in accordance with a Quality System,
c) Notify Metromatics as soon as practicable if there is any change to the quality certification status of the Supplier,
d) Promptly notify Metromatics of any violation of or deviation from the Supplier’s approved inspection/quality control system and to advise Metromatics of the quantity and specific identity of any Supplies delivered to Metromatics during the period of any such violation or deviation,
e) If requested by Metromatics, grant Metromatics, or a third party nominated by Metromatics, access to the Supplier’s premises, books, records and other documents to assess the Supplier’s compliance with a Quality System,
f) Retain records confirming the Deliverable’s compliance with a Quality System for a period of the service life of the Supplies plus 5 years,
g) Notify Metromatics as soon as practicable of any non- conformance of the Supplies,
h) Notify Metromatics of any process, material or tooling change that may impact Metromatics’ use of the Supplies and provide evidence to Metromatics of a first article inspection that assesses the impact of that change and
i) Ensure that its subcontractors comply with the Supplier’s obligations in this clause.

2.2 Metromatics may inspect and test the Supplies prior to Acceptance.

2.3 This testing or inspection may take place at the Supplier’s at the Supplier’s premises prior to delivery of the Supplies.

2.4 If, in the opinion of Metromatics, the Supplies do not comply in any respect whatsoever with this Agreement, Metromatics may reject and return the Supplies at the Supplier’s expense.

2.5 Any such inspection or testing shall not diminish or relieve the Supplier from any obligation or liability imposed on the Supplier under or by virtue of this Agreement, and Metromatics shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

3. Packaging, Shipping, Delivery, Risk and Property

3.1 Packaging must conform to: the specifications in the Order; instructions given by Metromatics from time to time; and comply with usual industry practice, applicable customs, export, import, quarantine and other applicable laws and requirements, including where appropriate, those regulating the dispatch of hazardous goods or cargo.

3.2 Packaging must conform to: the specifications in the Order; instructions given by Metromatics from time to time; and comply with usual industry practice, applicable customs, export, import, quarantine and other applicable laws and requirements, including where appropriate, those regulating the dispatch of hazardous goods or cargo.

3.3 Packing and delivery slips or advice notes shall accompany all deliveries of the Supplies and are to include the Order’s reference number.

3.4 The delivery time is of the essence of the performance of the Supplier’s obligations. The Supplier must inform Metromatics as soon as it becomes aware of any delay or potential delay regarding the delivery of the Supplies.

3.5 The Supplier agrees to take all necessary steps to avoid or reduce any delivery delay.

3.6 Subject to clause 3.7 ownership and risk in the Supplies passes to Metromatics upon completion of delivery to Metromatics. Delivery of the Supplies is completed when the Supplies are in the place nominated by Metromatics on the Order or in writing as the place of delivery and a person authorised by Metromatics has signed a delivery docket acknowledging receipt of the Supplies in satisfactory condition.

3.7 Where the Order provides for progress payments prior to delivery, ownership in the Supplies, including unfinished Supplies, passes to Metromatics upon the first progress payment being made. Risk remains with the Supplier until delivery.

3.8 Delivery of the Supplies is to be in accordance with the Order and at the time nominated by Metromatics. Metromatics may at any time amend the times and/or manner of delivery of the Supplies.

3.9 No later than 7 days prior to the delivery of the Supplies the Supplier is to advise Metromatics of any maintenance requirements and special storage conditions for the Supplies.

3.10 Supplies delivered subject to shelf life must have a substantial amount of shelf life remaining upon delivery. The remaining shelf life must be sufficient for Metromatics’ purposes.

4. Prices, Invoicing and Payment Terms

4.1 Unless otherwise stated on the Order, the price is fixed, not subject to the rise and fall and includes the cost of packaging and delivery.

4.2 The Price is exclusive of GST, excise, consumption or other tax or duty applicable. The Supplier must pay all stamp duties assessed or applicable on or in relation to the Order.

4.3 Invoices are payable within 60 days of receipt of a Correctly Rendered Invoice. Incomplete invoices will not be processed.

4.4 Invoices are to be issued to Metromatics

5. Warranties

5.1 For a period of 12 months from the date of delivery of the Supplies and for a further period of 12 months in the case of Latent Defects, the Supplier warrants that;

a) Despite any inspection by Metromatics or Metromatics’ agent and despite delivery of the Supplies, the Supplies are;

i) Of merchantable quality,
ii) Conform to the requirements of this Order, iii) Are fit for the purposes for which Metromatics proposes to use the Supplies,
iv) Are free from all defects and deficiencies whether in design, performance, materials or workmanship and
v) Correspond to any samples supplied by the Supplier to Metromatics, For the purposes of this clause, the supplier is deemed to know the purposes for which Metromatics proposes to use the Supplies and acknowledges that Metromatics is relying on the Suppliers’ judgement that the supplies are reasonably fit for those purposes.

b) The Supplies, their design, construction, ingredients, quality and packaging all comply will all relevant requirements, regulations and laws in force at the places of manufacture, shipment and delivery,

c) The Supplies do not infringe the Intellectual Property rights of any person and
d) That none of the Supplier, its subcontractors or any other person has a lien, mortgage, charge or other security interest of any type in or over any of the Supplies.

5.2 The Supplier is to, without delay, and at Supplier’s risk and expense, repair, replace or re-perform (as appropriate) non-conforming Supplies. The Supplier is to replace any defective parts with new Supplies or parts if any breach of clause 5.1 occurs.

5.3 If the Supplier fails to rectify a defect or non-conformance (including any Latent Defect) in the supplies within the times specified by Metromatics, Metromatics may, without limiting the Supplier’s warranties and obligations under this Order, rectify or have rectified such defect or non-conformance and recover the costs from the Supplier.

5.4 The rights and remedies provided in this clause 5 are in addition to and do not limit any of Metromatics’ other rights.

6. Indemnity

6.1 The Supplier indemnifies and holds harmless Metromatics in respect of all actions. Suits , proceedings, claims, demands, losses, changes and expenses (including any indirect, incidental, special or consequential loss, any loss or revenue, loss of profits, loss of business opportunities, loss of anticipated savings, damage to goodwill and damage to reputation including the cost of settling any pending or threatened proceedings, including legal expenses on a solicitor and own client basis) arising from or incurred by reason of;

a) Any breach of the Order or negligence by the Supplier,
b) Any loss or damage to property or injury or death to persons caused or contributed to directly or indirectly by the Supplier in connection with the Order or the Supplies,
c) Any actual or alleged infringement or breach of any Intellectual Property anywhere in the world arising out of or resulting from the sale or use of the Supplies or their incorporation into other things,
d) Any claim made against Metromatics by any third party arising directly or indirectly from or as a result of the Supplier’s failure to deliver the Supplies in accordance with the requirements of the Order.

7. Insurance

7.1 The Supplier will effect and maintain at its cost any policies of insurance specified in the Order but in any event, sufficient insurance to cover its various liabilities in connection with the Order.

7.2 The Supplier undertakes to insure and keep insured at all times the Supplies for their full replacement value with a reputable insurer and provide Metromatics with a copy of the relevant Certificate of Currency upon request.

7.3 Should the Supplier be require to enter Metromatics’ premises or worksites to carry out any work related to this Order, the Supplier must effect and maintain at its cost adequate workers’ compensation insurance with a principals indemnity extension (where applicable in the relevant jurisdiction) and public liability insurance in sufficient amounts to cover its liabilities in connection with the Order.

8. Termination

8.1 Without prejudice to any of its rights, powers or remedies, Metromatics may terminate the Order immediately without incurring any liability to the Supplier if:

a) The Supplies, or any portion of the Supplies, are not delivered within the time or times nominated or
b) There is any breach of the Order; or
c) The Supplier becomes insolvent, bankrupt, goes into administration, receivership or liquidation, is made subject to any petition or proceedings taken for the Supplier’s compulsory winding up, is made subject to the supervision of a court, enters into a scheme or arrangement with its creditors or becomes the subject of any order or proceedings relating to its solvency.

8.2 On termination Metromatics may:

a) Refuse to accept any undelivered Supplies,
b) At the Supplier’s risk and expense, return to the Supplier any of the delivered Supplies which cannot be used without the undelivered Supplies. In such an event, the Supplier indemnifies Metromatics for any moneys paid in respect of the returned Supplies,
c) Enter into any premises and take away all finished and unfinished Supplies, materials and things in which Metromatics has property and recover all moneys paid by Metromatics in respect of those Supplies or
d) Institute proceedings, including but not limited to, claiming compensation by way of damages in respect of any loss or damage suffered or sustained directly or indirectly by Metromatics including consequential loss and loss of profits.

9. Intellectual Property Rights

9.1 Ownership in all Intellectual Property specifically created for the purpose of the provision of the Supplies to Metromatics under this Order vests in Metromatics. In the event that such rights cannot automatically vest in Metromatics, the supplier undertakes to do all things required by Metromatics in connection with the transfer of such rights to Metromatics.

9.2 Ownership of all Background Intellectual Property incorporated into the Supplies remains unchanged. The Supplier hereby irrevocable and unconditionally grants to Metromatics, a royalty free, non- exclusive, worldwide, perpetual licence to use any Background Intellectual Property (including the right to sub-licence) to the extent that it forms part of or is integral to the Supplies or other items created by the Supplier in relation with the provision of the Supplies in connection with the Order.

10. Confidentiality / Publicity

10.1 For a period of 10 years from the date of this Order, the Supplier hereby covenants that the Proprietary Information;

a) Subject to clause 9.1 d), must not, without the prior written consent of Metromatics, be disclosed, revealed, copied, published, reproduced, or in any way used for any purpose other than for performing the Supplier’s obligations under this Order,
b) Will be kept protected in a secure place and in strict confidence
c) Will on request by Metromatics at any time, be returned to Metromatics, or destroyed in the manner requested by Metromatics. Return or destruction will extend to any copies of the material in question and any records containing references to the Proprietary Information and
d) Will not be disclosed nor caused to be disclosed directly or indirectly to any third party, except to the Supplier’s employees and subcontractors who have a need to know for the purpose of fulfilling its obligations under this Order, provided that the Supplier informs such employees and/or subcontractors of the confidential nature of the Proprietary Information for other purposes.

10.2 Without Metromatics’ prior written approval, such approval being refused at Metromatics’ absolute discretion, the Supplier must not, and must ensure that Supplier’s Personnel must not, release any publicity, advertisement, news release or denial or confirmation of same regarding this Agreement or the Supplies or program to which it pertains. The Supplier shall be responsible to Metromatics’ for any breach of such obligation by Supplier’s Personnel.

11. Export Control

11.1 The Supplier must comply with all applicable legislation, regulations and government requirements, including all applicable export, import and sanctions laws, regulations, orders, and authorisations, as they may be amended from time to time, applicable to the export (including re-export) or import of goods, software, technology, technical data or services, including without limitation the U.S. Export Administration Regulations (EAR), U.S. International Traffic in Arms Regulations (ITAR) and applicable Australian legislation.

11.2 This includes without limitation obtaining all necessary export
licences, permits or other authorities from the country of origin and marking technical data in accordance with the applicable requirements. It also includes completing any documentation as required by Metromatics for the purposes of complying with trade control requirements.

11.3 In the event that the applicable trade control approval or approvals cannot be obtained, whether in whole or in part, Metromatics shall be entitled to terminate the Order at no cost to Metromatics.

11.4 If technical data is not clearly marked in accordance with the provisions of applicable requirements Metromatics may, at the Supplier’s cost, return the relevant data to the Supplier for the appropriate marking.

11.5 In the event that such data is returned to the Supplier or Metromatics is held to be in breach of any export approval, caveat or condition, any delays or actions, claims, proceedings, demands, liabilities, losses, damages, expenses or costs incurred by Metromatics as a result will be the subject of the indemnity referred to in clause 6.

12. Health, Safety and Environment and Ethics

12.1 The Supplier shall comply with all relevant legal obligations not limited to legal obligations with regard to Health and Safety, Environment and Industrial Relations in force in any State, Territory or other jurisdiction in which the Order, or any part of the Order is, or is to be, carried out.

12.2 The Supplier shall comply and ensure that its employees, representatives and subcontractors comply with all Metromatics Health, Safety, Environment, Industrial Relations and Ethical policies.

12.3 The Supplier shall supply Metromatics with relevant Health, Safety, Environment, Industrial Relations and/or Ethical/Corporate Social Responsibility policy/ies and/or certification/s upon request.

12.4 Before commencing any activity associated with the provision of the Deliverables on premises controlled by Metromatics or Metromatics’ customer, the Supplier must produce written report that:

a) Lists any EHS hazards and risks associated with the activity to be conducted,
b) Lists specific control measures that will be used to mitigate any risks associated with the activity,
c) Details the proposed method for conducting the activity, including how EHS controls will be implemented,
d) If relevant, details qualifications of persons conducting the activity,
e) If reasonably required, details the procedure for first aid, spill response and incident management while conducting the activity and
f) Includes copies of all safety data sheets for any hazardous substances proposed to be used.

12.5 The Supplier must provide Metromatics, upon request, with a copy of any report produced pursuant this clause.

13. Governing Law

13.1 This Agreement is governed by and is construed in accordance with the laws of the State of Queensland, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland and courts entitled to hear appeals from these courts.

13.2 The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (or its successor) does not apply to this Agreement.

14. Survivorship

14.1 Any provision of this Agreement which is expressly or impliedly intended to survive the termination or expiration of this Agreement and any rights or obligations arising on such termination or expiration are deemed to survive, including provisions relating to Confidential Information, Intellectual Property and any warranties, licences, indemnities and insurance given under this Agreement.

15. Definitions

Background Intellectual Property means the Intellectual Property that is in existence at the time of the Order or is subsequently brought into existence other than as a result of the performance of the Order and/or is embodied in, attaches to or is otherwise necessarily related to the functioning and/or operation of the Supplies.

Correctly Rendered Invoice means an invoice that: (a) is in accordance with the price or rates and any payment schedules set forth in this Agreement; (b) is delivered to the “Bill To” address or via e-mail to [email protected]; (c) is a tax invoice where GST is applicable; (d) includes the Purchase Order number; (e) provides sufficient detail, including description and quantities of the Supplies, to allow Metromatics to obtain a clear understanding of the work that has been performed and to which the invoiced amount relates; and (f) the amount claimed in the invoice is due for payment.

Dollars or $, unless otherwise stated, means Australian dollars.

GST has the same meaning as given under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all registered and unregistered intellectual property rights, including without limitation, copyright, patents, trademarks, designs, trade secrets, know-how, rights in relation to any circuit layout, data, invention, product, work, discovery, process, word, phrase, symbol, design, application or other thing capable of protection and the right to have confidential information kept confidential.

Latent Defects means a deficiency in design, materials or workmanship not discoverable prior to or on delivery which causes the Supplies to function incorrectly.

Metromatics means Metromatics Pty Ltd ABN 47 007 346 287

Order means this purchase order and these general purchasing conditions including all information provided by Metromatics to the Supplier supplementary to the Order and any variation in writing agreed to by the parties.

Proprietary Information means all information, documents, data, materials, electromagnetic reproductions, samples and/or models in whatever form, whether or not produced under this Order, disclosed or to be disclosed by Metromatics to the Supplier pursuant to this Order including, but not limited to, pictures, plans, specifications, blueprints, performance details and requirements, sub-assembly and assembly drawings, costs, lists, instructions, reports, know-how, trade secrets, manufacturing data, software, models and intellectual or industrial property.

Price means the price to be paid to the Supplier by Metromatics for the Supplies as noted on the Order.

Quality System means a quality system that meets the requirements of AS/NZS ISO 9001:2008 (Quality Management Systems), AS9100/AS9110/AS9120 or such other similar quality control system acceptable to Boeing.

Supplier means the person, partnership, joint venture, firm, company, government or entity described on the face of the Order supplying the Supplies and includes their personal representatives, survivors and permitted assigns.

Supplies means all goods, services, articles, products, materials, items, parts, components, assemblies, tools, dies, information (including all information required from the Supplier under the Order. relating to the Supplies and their installation, use, operation and maintenance) or any other item(s) described on the face of the of the Order including but not limited to raw materials, incomplete or unfinished items, and spare parts.