1. General 
   1. These Terms and Conditions apply to the supply of goods (“Goods”) and/or services (“Services”) placed by Ringway Holdings Pty Ltd T/A Ringway Control & Automation (RCA) set out in the purchase order (“Purchase Order”) placed on the selected supplier of the Goods or Services (“Supplier”).
   2. They are to be read in addition to any terms or technical requirements specified by RCA in the Purchase Order and/or any annexure related to the order. Where the order specified terms conflict with these terms, those of the order take precedence.
   3. No other Terms and Conditions shall alter or supersede this Purchase Order or to the Goods or Services under any circumstances except where:
      (a) RCA first provides its agreement in writing; or
      (b) these terms are entirely replaced by a longer form agreement on RCA’s Terms and Conditions in which case the terms of that agreement will apply between the parties.
   4. No amendments to these Terms and Conditions will be binding on the parties unless approved in writing by a RCA representative with the actual delegated authority to approve any such amendments as appointed by RCA.
2. Offer and Acceptance
   1. The Supplier is taken to have accepted a Purchase Order if it notifies RCA that it accepts the Purchase Order or delivers the Goods and/or Services described in the Purchase Order.
   2. If the Supplier is unable or unwilling to accept the Purchase Order, it must notify RCA promptly. It may propose a variation to the Purchase Order, or offer other Goods and/or Services in substitution. Any such variation or substitution must be approved by the Purchase Order raiser, or another RCA representative with authority to act on the raiser’s behalf, in writing before delivery.
   3. The Purchase Order once accepted, combined with these Terms and Conditions and any terms and conditions in the Purchase Order and/or any annexure, will form a binding agreement between the parties (“Agreement”).
3. Cancellation and Changes
   1. RCA may at any time before delivery, change or cancel the Purchase Order.
   2. If the Supplier has already incurred expenses in arranging for the order or delivery of the Goods and/or Services specified in the first Purchase Order and these expenses cannot be recovered by subsequent sales, RCA agrees to pay in part up to the full amount, the Supplier’s reasonable and demonstrable costs or expenses incurred. A published restocking fee not exceeding the above will be considered acceptable.
4. Delivery, Acceptance and Title
   1. Unless otherwise specified as such in the Purchase Order, time will be of the essence with respect to the Supplier’s delivery obligations under this Agreement. The Supplier must deliver the Goods and Services as set out in the Purchase Order in accordance with the time periods for delivery specified in the Purchase Order.
   2. Payment of any invoice by RCA will not be deemed acceptance of any Goods and/or Services, but rather such Goods and/or Services will be subject to a 3-month period of inspection, testing, acceptance or rejection by RCA. If RCA rejects any Goods and/or Services within such 3-month period, the supplier must supply acceptable Goods and/or Services as soon as practicable or an equitable adjustment must be made to the Fees to reflect non-delivery (the Supplier must refund or credit RCA accordingly).
   3. Title and risk in the Goods will pass to RCA when they have been subjected to incoming inspection by RCA.
5. Sub-contracting
   1. The Supplier may not sub-contract any obligations under this Agreement without the prior acknowledgment and agreement by RCA.
   2. Where the Supplier sub-contracts any of its obligations under this Agreement, the Supplier remains responsible and liable for conformance with the Agreement.
   3. The Supplier wholly guarantees the Goods and/or Services fulfilled by subcontractors, their agents or employees. This guarantee cannot be subcontracted.
   4. Acknowledgment of subcontracting by RCA does not absolve the Supplier of these responsibilities.
6. Fees and Invoices
   1. In consideration for the provision of Goods and/or Services under this Agreement, RCA agrees to pay to the Supplier the fees specified in the Purchase Order (“Fees”).
   2. Unless otherwise specified in the Purchase Order, RCA agrees to pay the Supplier the Fees on the 15th day of the month that falls; subsequent to the date the invoice falls due, or 30 days from the receipt and acceptance of an invoice by RCA (such invoice to be accompanied by such reasonable information as RCA may require). RCA may withhold any disputed portion of the Fees until the dispute is resolved.
   3. Suppliers listed on Purchase Orders having payment terms less than 30 days are deemed short term creditors. RCA agrees to additionally pay the Fees of short term creditors on the 7th day of the month subsequent to the date the invoice falls due.
   4. If GST is payable in connection with the Goods and/or Services to be supplied under this Agreement, then the Supplier irrevocably warrants and agrees that the Fees payable to it under this Agreement and specified in the Purchase Order Total is the GST inclusive price of those Goods and/or Services unless otherwise agreed in the Purchase Order.
7. Indemnity, Insurance and Warranties
   1. The Supplier indemnifies RCA against all Losses it directly or indirectly sustains or incurs as a result of:
      (a) Any infringement or claimed infringement of the IPRs or moral rights of a third party arising out of its receipt or use of the Goods and / or Services;
      (b) Death or personal injury of any person to the extent caused by the Supplier;
      (c) Property damage to the extent caused by the Supplier;
      (d) any breach by the Supplier of clause 8.
   2. The liability of a party for breach of this Agreement, or in tort, or for any other common law or statutory cause of action arising out of the operation of this Agreement, will be determined under the relevant law in Australia that is recognised, and would be applied, by the High Court of Australia.
   3. The Supplier must have and maintain Public and Products liability insurance and professional indemnity insurance (in each case $10 million for each occurrence) throughout the term of this Agreement including the following contractual endorsements:
      (a) a waiver of subrogation; and
      (b) contractual liability,
   4. and the Supplier must ensure that any subcontractor engaged by it is insured to a level commensurate with the insurance obligations of the Supplier under this Agreement.
   5. Upon request, the Supplier must provide RCA with a certificate of currency from its insurance broker certifying that it has the insurance required under this Agreement.
   6. RCA reserves the right to withhold Fees and make payable the cost to insure the Goods and/or Services supplied in the case the Supplier does not comply with 7.5
   7. The Supplier represents and warrants that:
      (a) it has all rights, title, licences, interests and property necessary to provide the Goods and/or perform the Services;
      (b) the Supplier personnel will have all necessary experience, skill, knowledge and competence to perform the Services, and the Services will be performed in accordance with good industry practice;
      (c) the Goods and/or Services will be fit for the purposes intended;
      (d) if applicable, the Goods and/or Services will meet any agreed design and performance criteria and correspond with any sample;
      (e) the Goods will be complete, accurate and of merchantable quality;
      (f) it is entitled to grant any licence of IPRs to RCA under this Agreement;
      (g) RCA’s use of any Background IPRs and/or Project IPRs in the Goods and/or Services (“Warranted Materials”) will not infringe the IPRs of any person; and
      (h) it will supply to RCA in English all complete, accurate and up-to-date documentation associated with the use of the Goods and/or Services.
   8. If a third party claims, or RCA reasonably believes that a third party is likely to claim, that all or part of the Warranted Materials infringe their IPRs or breach their confidence, the Supplier must, in addition to the indemnity under this Agreement and to any other rights that RCA may have against it, promptly, at the Supplier’s expense:
      (a) use its best efforts to secure the rights for RCA to continue to use the affected Warranted Materials free of any claim or liability for infringement; or
      (b) replace or modify the affected Warranted Materials so that the Warranted Materials or the use of them does not infringe the IPRs of any other person without any degradation of the performance or quality of the affected Warranted Materials.
8. Intellectual Property Rights and Confidential Information
   1. Subject to clause 8.2, all rights, title and interest in any IPRs created in providing the Goods and/or Services (“Project IPRs”) will be owned by RCA, and to the extent needed, the Supplier hereby assigns all rights, title and interest it may have now or in the future in those Project IPRs to RCA.
   2. The IPRs owned by a party prior to the date of this Agreement (“Background IPRs”) remain with the contributing party.
   3. The Supplier grants RCA a royalty-free, worldwide, transferable, non-exclusive, perpetual licence (including a right of sub-licence) to use the Supplier’s Background IPRs associated with the Goods and/or Services, and/or the Project IPRs. The Supplier must provide RCA with all necessary documentation and materials for the installation, use, support, repair, maintenance or alteration of the Goods and/or Services by or on behalf of RCA.
   4. Each party (‘recipient’) must keep any Confidential Information disclosed to it confidential and must not deal with it in any way that might prejudice its confidentiality. These obligations continue indefinitely beyond the end of this Agreement, but do not extend to disclosures.
9. Termination
   1. RCA may terminate this Agreement without penalty by written notice to the Supplier:
      (a) if the Supplier breaches a term of this Agreement and fails to remedy the breach within 14 days after receiving notice requiring to do so (or the Supplier breaches a term of this Agreement which is not capable of remedy); or
      (b) if the Supplier is or becomes subject to proceedings which may result in the Supplier becoming bankrupted, wound up, under voluntary administration or subject to the control of a receiver or receiver and manager.
10. Miscellaneous
    1. This Agreement is governed by the laws of New South Wales.
    2. Each party agrees to execute such agreements, deeds and documents and do or cause to be executed or done all such acts and things as may be reasonably necessary to give effect to this Agreement. The Supplier agrees to cooperate and work with third party suppliers of RCA to the extent necessary to give effect to this Agreement.
    3. RCA reserves the right to retain other persons or entities to supply the Goods and/or Services, including but not limited to any part of the Goods and/or Services.
    4. The Supplier may only assign its rights or novate its rights and obligations under this Agreement with the prior written consent of RCA.
    5. A provision of this Agreement or a right created under it may not be waived or varied except in writing, signed by the party or parties intended to be bound. A failure of a party to exercise a right arising out of this Agreement does not constitute a waiver of that right.
    6. If any of these terms are or later become illegal or unenforceable, the illegal or unenforceable part of those terms are taken to be severed from these terms, but all other terms remain in place.