PURCHASER means Aquatec Group of Companies, comprised of Aquatec Maxcon Group Ltd, Maxcon Industries Pty Ltd, Aquatec Maxcon Pty Ltd, MPA Engineering Pty Ltd, Australian Water Company Pty Ltd and Aquatec Services Pty Ltd, whichever appears on the front of a purchase order. 

SUPPLIER means the party to whom this order is issued.

CONTRACT means these Purchase Order Terms and Conditions (together with the Purchase Order) constitute the entire agreement between the Supplier and Purchaser with respect to the supply of the Goods and performance of the Services. All other terms and conditions (including terms and conditions provided or referenced by the Supplier, whether or not received or acknowledged by Purchaser) will be void and unenforceable and will not in any way affect the application or operation of these Purchase Order Terms and Conditions. The Supplier is taken to have carefully examined all documents and other information furnished by Purchaser relating to the supply of the Goods and performance of the Services, and to have fully satisfied itself of all conditions, risks, contingencies and other circumstances which might affect the supply of the Goods and the performance of the Services, including conditions at the Place of Delivery or Place of Pick-up (as applicable), and to have made due allowance for these in the Price.

ACCEPTANCE OF ORDER shall constitute the Supplier’s acceptance of all specifications, terms and conditions set forth in this Purchase Order and shall constitute the entire contract between the Supplier and the Purchaser, and no representation or statements by any employee or agent not expressly covered by this Purchase Order shall be binding upon the Purchaser. Any objection to these conditions must be raised and settled before the Order is accepted or acknowledged.

PRICE The Price is fixed and will not be subject to adjustment for rise and fall, exchange rate variations or any changes in general or market specific economic conditions. Except as expressly provided in the Purchase Order, the Price includes all taxes, duties, levies and fees (including GST) which are payable in relation to the supply and delivery of the Goods and performance of the Services. The Supplier must pay such taxes, duties, levies and fees. The Price will not be varied for any reason except where expressly agreed in writing, signed by an authorised representative of the Purchaser. Upon Delivery of the Goods, and in respect of the Services at the times set out in the Purchase Order, the Supplier must invoice the Purchaser for the Goods and Services.

VARIATION The Purchaser may direct the Supplier by a notice in writing to perform a Variation. Within 10 business days of the Purchaser issuing a notice under this clause the Supplier must advise the Purchaser how much the Variation will cost and the timeframe for it to be performed. If the Purchaser accepts the terms of the Variation proposed by the Supplier in accordance with this clause, the Supplier must proceed with the Variation.

TIME & DELIVERY It is a condition of this Purchase Order that delivery time(s) is (are) of the essence.

If the Supplier reasonably believes that the Goods or Services (or part thereof) will not be delivered by the Delivery Date, or performed and completed by the Date for Completion, the Supplier must give the Purchaser immediate notice of that fact. If the Supplier gives notice under this clause the Purchaser may, acting reasonably(and without limiting its rights at law): (a) extend the time for Delivery of the Goods or the Date for Completion, by notifying the Supplier of a later Delivery Date or Date for Completion (but is not required to do so for the benefit of the Supplier); (b) refuse to take Delivery of the Goods; or (c) cancel the relevant Purchase Order(s) without liability to the Purchaser. The Purchaser may, at any time, and for any reason whatsoever, by notice in writing to the Supplier extend the time for completion of Delivery of the Goods or the Date for Completion (but is not required to do so for the benefit of the Supplier). The Supplier must take all reasonable steps necessary to minimise the effect of any delay on the supply of Goods and performance of the Services. Goods must be delivered to the location nominated by the Purchaser at the cost of the Supplier.

DEFECTIVE GOODS & SERVICES If the Goods or Services are or become defective in any way, the Purchaser may (without limiting the Purchaser 's rights under the Purchase Order (or otherwise at law)), by notice to the Supplier, require the Supplier to replace or repair the Defective Goods or Defective Services, or re-perform the Defect Services, at the Supplier’s cost and within a reasonable period (including if necessary uninstalling or removing the Defective Goods). If the defects are not rectified under this clause to the Purchaser 's reasonable standards, or made within a reasonable time, then the Purchaser may, by notice to the Supplier: (a) replace or repair the Defective Goods or Defective Services, or re-perform the Defective Services, or engage a third party to replace or repair the Defective Goods or Defective Services, or re perform the Defective Services, and in either case, the reasonably incurred costs of doing so will be a debt immediately due and payable by the Supplier to the Purchaser; (b) uninstall or remove the Defective Goods or engage a third party to uninstall or remove the Defective Goods and in either case, the reasonably incurred costs of doing so will be a debt immediately due and payable by the Supplier to the Purchaser; or (c) reject and/or return the Defective Goods and will be entitled to a full refund of any amounts paid for the Defective Goods.  

INVOICES AND SHIPPING PAPERS A full set of documents are to be rendered for each shipment and forwarded only to the Purchaser on the day of shipment. Bills of Lading must be forwarded under separate registered mail. All invoices and shipping details must show the Purchaser’s Order number. Any loss of profits, bonding or wharf charges or consequential damages arising from not adhering to these and the following requirements shall be payable by the Supplier. For Domestic shipments; delivery invoice (original only), delivery docket and/or specifications are required. For foreign shipments, customs invoice, bill of lading and shipping specifications all in triplicate with the whole property to be completed and certified in accordance with Australian Customs Regulations. 

The Supplier must not invoice the Purchaser for Goods which have not been delivered or Services not performed. If GST is payable and included in the Price, the invoice must be in the form of a valid tax invoice. All invoices must be itemised and be in a form which clearly indicates any GST component already paid by the Supplier for which Purchaser is entitled to claim an input credit. Purchaser will pay the Supplier the Price for the Goods which are delivered, and Services which are performed, at the date of the invoice provided under this clause within 45 days after the end of the month in which an invoice for those Goods or Services is received at the invoicing address included on the Purchase Order. Payment is not evidence of the value of the Goods or Services, or an admission of liability or that the Goods or Services are satisfactory but is a payment on account only. The Purchaser will issue a payment certificate within 15 business days of receipt of the Supplier’s invoice. The Purchaser has an absolute discretion to set-off against any monies owing to the Supplier under this or any other Agreement any debt due and owing or any other amount that the Purchaser, in its bona fide opinion, believes the Supplier is liable to pay to the Purchaser.

INSURANCE Unless the Purchaser expressly agrees otherwise in writing, the Supplier must procure and maintain the following Insurances: (a) Marine transit insurance, covering all insurable risks of physical loss or damage to the Goods, and/or merchandise or any other property in which the Purchaser has an insurable interest occurring at any time while in transit or in storage in the ordinary course of transit up to the agreed Place of Delivery or Place of Pick-up (as applicable); (b) Public and products liability insurance written on an occurrence basis with a limit of indemnity of not less than $20,000,000 for each and every occurrence and, in the case of product liability, no less than $20,000,000 in the aggregate during any 12 month period of insurance which covers the liability of the Supplier in respect of bodily injury to any third party, third party property damage and advertising liability. (c) Motor vehicle insurance, covering all mechanically propelled vehicles that are registered, or capable of being registered, for road use and are at any time used in connection with the Purchase Order; (d) Workers compensation insurance as required by law in each of the States or territories the Goods or services are being provided. The Supplier indemnifies the Purchaser from and against any liability in respect of: (a) loss, destruction or damage to or of any real or personal property; (b) personal injury, illness, sickness or death; and (c) any claim for infringement or alleged infringement of intellectual property rights or confidentiality by the Supplier. 12.3 However, the Supplier's liability to indemnify the Purchaser under this clause is reduced proportionally to the extent that the act or omission of the Purchaser, its employees or agents, caused or contributed to the action, liability, costs, damages or expenses.

DRAWINGS All drawings issued by the Purchaser, in connection with this order shall always remain the property of the Purchaser upon completion of the Order. It is the Supplier’s responsibility to ensure that all drawings used have been certified for construction and that all goods are manufactured according to such drawing or any subsequent revisions thereof. The Supplier shall only use the drawings in connection with this Order.

PERFORMANCE & WORKMANSHIP GUARANTEE If the Services are not performed and completed by the Date for Completion, the Supplier will be in breach of this Purchase Order and: (a) the Supplier must pay, as a debt immediately due and payable, liquidated damages at the daily rate of 2% of the Price from the Date for Completion to the date that the Services are performed and completed; and (b) where liquidated damages are unenforceable for any reason, the Supplier will be liable to the Purchaser for all loss, cost, expense and damage suffered by the Purchaser arising out of or in connection with such breach; (c) Downer may, without prejudice to its other rights, terminate the whole or part of the relevant Purchase Order(s).

The Supplier warrants that all goods supplied under this Purchase Order are free of defects in materials, workmanship and, if manufacturing drawings are not supplied by the Purchaser, are free of defects in design and fit for the particular purpose or use for which they are purchased, and if manufacturing drawings are supplied by the Purchaser, are in accordance with such drawings. The Supplier shall, at its sole cost and expense, replace all goods found defective, reasonable wear and tear excepted, within a period of twelve (12) months from date upon which such goods are put into use or operation but not more than eighteen (18) months from date of delivery or notification that goods are ready for dispatch from Supplier’s works.

This warranty is in addition to any and all warranties offered by the Supplier and/or arising by operation of law and not containing herein shall be construed as limiting or restricting such warranties.

PATENTS The Supplier warrants and guarantees that goods supplied under this Purchase Order do not infringe any valid patent, copyright design or trademark, foreign or domestic, owned or controlled by any other institution, corporation, firm, body or person and agrees to indemnify and save harmless the Purchaser and its subsidiaries and affiliated Companies against any and all liabilities, losses, damages, claims and expenses by reason of any claim, action or litigation arising out of any alleged or actual infringement of any patent copyright design to trademark, foreign or domestic resulting from the use or sale by the Purchaser, its subsidiaries and affiliated Companies of any goods supplied by the Supplier under this Purchase Order. This paragraph shall not be applicable to any goods which are manufactured in accordance with drawings supplied by the Purchaser.

INSPECTION All goods included in this Purchaser Order (and all documentation associated therewith) are subject to inspection by the Purchaser and/or their nominated representative. Such inspection shall not relieve the Supplier of his responsibility as regards to “Performance and Workmanship Guarantee” or any other conditions of this Purchase Order.

TOOLING Special tools, dies, patterns, jigs and fixtures used in the manufacture of goods covered by this Order and paid for by the Purchaser, shall become the property of the Purchaser and shall be delivered to the Purchaser on request. Such tooling shall not be used for producing equipment other than of the type and quantity specified in this Purchase Order.

PACKING & DELIVERY The Supplier must at its own cost package, mark and label the Goods before Delivery to the Purchaser in accordance with any specification for packaging, marking or labelling or otherwise in a manner reasonably expected of the Supplier having regard to the nature of the Goods. Unless otherwise agreed in writing by the Purchaser the Supplier is responsible for the safe disposal of any packaging waste. The Purchaser, acting reasonably, may refuse to accept Delivery at any time if the Goods do not comply with this Purchase Order. The Supplier is to provide detailed delivery dockets with every Delivery. The Supplier acknowledges that failure to comply with the delivery docket requirements may delay or preclude acceptance and payment for the Goods. Damages to any goods, material or equipment resulting from improper packing shall be paid for by the Supplier.

TEST CERTIFICATES Test Certificates for materials and equipment supplied under this Purchase Order must be emailed to the Purchaser upon completion of testing and/or as a matter of routine when supplying (including milled materials)

BUILDING WORK & SERVICES Invoices for erection work and services must be accompanied by a schedule of “work complete on site” certificate by the Purchaser’s engineer or authorised representative.   Progress payments will not be made unless specified in this Purchase Order

WARRANTIES The Supplier represents and warrants that when the Goods are delivered to the Purchaser, and on completion Services, that the Goods and Services will: (a) be of merchantable quality, new in every respect and in good order and condition; (b) comply in all respects with the Purchase Order, including any specifications or other requirements included with the Purchase Order; (c) be fit for the purpose made known to the Supplier by the Purchaser or, if none was made know to the Supplier, be fit for the purpose: (i) for which goods or services of that kind are ordinarily used; and (ii) which should reasonably have been inferred by the Supplier having regard to the nature of the Goods, the Services, the Purchase Order and any communications with the Purchaser; (d) comply with all applicable Australian Standards or where there is no applicable Australian Standard then all applicable International Standards; (e) comply with the provisions of any law or legislation applicable to them; (f) be free from defects for: (i) a minimum of 2 years from the date the Goods are put into service or the Services are completed; or (ii) the period specified in the Purchase Order, whichever is longer. The warranties in this clause are in addition to any warranties which are or may be implied under any legislation applicable to the Goods and Services that has not been expressly excluded in this Purchase Order.

APPLICABLE LAW This contract is governed by and is to be construed in accordance with the laws for the time being in force in the State of Queensland. Any dispute arising out of the interpretation or fulfillment of this shall be heard in Brisbane, Queensland.

WHS REGULATIONS The Supplier shall email the purchaser with the current SDS sheet applicable to any hazardous chemicals purchased on this Purchase Order. Please note: drug and alcohol testing may be conducted on any site.

REQUEST FOR CREDIT The Purchaser reserves the right to request and obtain a credit from the Supplier for goods and/or services that are not supplied and/or provided as per the Purchase Order, and/or late delivered, and/or deemed by the Purchaser to be not fit for purpose or of inferior quality.

TERMINATION The Purchaser may suspend all or part of the supply of the Goods or performance of the Services at any time for any period of time by giving notice to the Supplier. The Supplier must comply with the notice and recommence supply when notified by the Purchaser. The Price will be adjusted by the Purchaser to include the reasonable costs actually incurred by the Supplier directly as a result of the suspension, except where the suspension is occasioned by an act or omission of the Supplier. The Purchaser may terminate the Purchase Order immediately by notice in writing to the Supplier if the Supplier: (a) commits a material breach of the Purchase Order and does not remedy the breach within 10 business days of being required to do so by the Purchaser (or any longer period as the parties may agree in writing); or (b) commits an Insolvent Event. The Purchaser may terminate the Purchase Order at any time and for any reason by giving notice in writing to the Supplier. Subject to any rights the Purchaser may have of set off or deduction, upon termination the Purchaser’s only obligation will be to pay the Supplier for Goods which have been Delivered, and Services which have been performed, in accordance with the Purchase Order prior to the date of termination, plus the reasonable costs actually incurred by the Supplier directly as a result of the termination. If the Purchaser terminates this Agreement under this clause, the Purchaser’s rights will not affect any other rights available to the Purchaser. The Purchaser is not required to make any further payment to the Supplier, and the rights and liabilities of the Parties shall be the same as they would be at common law if the Supplier had wrongfully repudiated this Agreement and Downer had elected to treat this Agreement as at an end and recover damages.