LUMINAIDE PTY LTD ACN 125 981 599

Supplier Purchase Order Form

This confirmation form and the terms entitled Terms and Conditions of Trade for Suppliers – Luminaide Pty Ltd ACN 125 981 599 (“Company”) (“Supply Terms”) signed by the parties on the date referred to below, constitute an offer by the Company. Once accepted by the Supplier this Confirmation Form and those Terms constitute an agreement between the Company and the Supplier:

Name of Supplier

Address

ABN/ACN

Quote (* or as attached)

Statement of Services/Goods to be supplied by the Supplier (* or see attached summary)

The Company offers to obtain the Goods and/or Services from the Supplier on the Supply Terms

Signed

Dated

For and on behalf of Luminaide Pty Ltd

Signed

Dated

For and on behalf of Supplier

Name & Position Held (please print)

TERMS AND CONDITIONS OF TRADE FOR SUPPLIERS - LUMINIAIDE PTY LTD ACN 125 981 599

Purchase Order Terms & Conditions

1. INTERPRETATION
In these terms and conditions unless the context otherwise requires:
Client means any client, agent or contractor of the Company;
Company means Luminaide Pty Ltd ACN 125 981 599 of 6 Sword Street, Woolloongabba, Queensland, Australia;
Confidential Information includes confidential information, which satisfies one or more of the following criteria:
(i) relating to the Company’s proposed business activities, clients, suppliers, technical know-how, techniques, discoveries, ideas, research, practices, systems, formulas, drawings, trade secrets, pricing, supplier lists, customer lists, supply and demand histories and forecasts, know-how, marketing information, financial information, business plans, other financial information and other confidential information and data subsisting in or relating to the Company’s business (including without limitation information and data to one or more of the Company’s customers or Intellectual Property);
(ii) any potentially useful sales or commercial information about prospective clients or projects including but not limited to the Company’s sales and marketing reports;
(iii) information relating to the Company’s business structure and/or fee structure;
(iv) by its nature, it is confidential;
(v) it is designated as confidential by the provider of the information; or
(vi) it is known, or ought to be known, by a person receiving it that it is confidential,
FIS means free onto store; 
Goods means goods of the type customarily supplied by the Supplier, and ordered by the Company from the Supplier from time to time the subject of this Order and includes Services;
GST has any meaning used in the GST Law;
GST Law means A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time) or any replacement or other relevant legislation and regulations;
“Intellectual Property” means all copyrights, patents, trademarks, service marks, trade names, know-how, trade secrets, customer listings, confidential information, designs and similar industrial, commercial or intellectual property (whether or not registered or registrable) of the Company used its business;
Insolvency Event means –
(a) a receiver, receiver and manager, trustee, administrator, other controller (as defined in the Corporations Act) or similar official is appointed over any of the assets or undertaking of the Supplier;
(b) the Supplier suspends payment of its debts generally;
(c) the Supplier is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts or is presumed to be insolvent within the meaning of the Corporations Act 2001 (Cth);
(d) the Supplier enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
(e) a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, an administrator to the Supplier; or
(f) an application or order is made for the winding up or dissolution of the Supplier, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the party, otherwise for the purpose of an amalgamation or reconstruction.
Order means the Purchase Order for Goods or Services and includes these Terms and Conditions of purchase;
Supplier means the person, firm or corporation from whom Goods or Services are ordered by this document;
Services means the services which the Supplier is to provide the Company ancillary to the supply of the Goods or as otherwise requested by the Company from time to time;
Terms and Conditions means these terms and conditions;
Words in the singular include the plural and vice versa, headings are used for convenience only.

2. NON-EXCLUSIVITY
The engagement of the Supplier is non-exclusive and the Company may engage any other person to provide the Products and/ or Services or similar products and services from time to time.

3. CONTRACT AND VARIATION
3.1. This Order constitutes the entire contract between the parties and supersedes all previous communications and negotiations. No terms stated by the Supplier in accepting or acknowledging this Order will be binding on the Company unless expressly accepted by the Company in writing. The Supplier may not assign this Order without the Company’s prior written consent.
3.2. This Order may not be varied except by a written "Amendment to Purchase Order" signed by the Company.
3.3. This Order constitutes a contract between the parties and no further document or act will be required of the parties to be legally bound.

4. QUALITY OF GOODS AND STANDARD OF SERVICE
4.1. The Supplier warrants that the Goods will at all times be of prime quality, fresh in the case of perishables, fit for the purpose for which they are required and intended, conform to their description and specifications and be of merchantable quality. These warranties are in addition to any other warranties of service or guarantees given by the Supplier or that may be implied by Law or the operation of any relevant State or Commonwealth legislation including the Fair Trading Act 1989 (Qld) and the Fair Trading Regulations 2001 (Qld).
4.2. The Supplier warrants that Services will be provided professionally, in accordance with best commercial practice and with due skill, care and attention.
4.3. The Supplier will comply with the following requirements:
a) Goods will not be under or over supplied;
b) Minimum order requirements will not be applicable unless specified in the Order;
c) The product brands described in the Order will be supplied. Alternative product brands must be approved by the Company before they are acceptable;
d) The Goods will not be defective, sub-standard, faulty, soiled, damaged, unusable or late;
e) The Supplier shall maintain the quality of Goods from the time of the order until delivery and installation (if applicable);
f) In the case of the provision of Services, the Supplier undertakes to rectify or redo any faulty work or Services for a period of 12 months from the date of practical completion;
g) The Supplier will comply with all relevant laws, regulations etc in the supply of the Goods and will obtain any requisite licences or permits.

5. DELIVERY
5.1. The Supplier will deliver the Goods to the location specified in the Purchase Order between the hours as specified in the approved running sheet or unless other prior arrangements are made. The Supplier will ensure that:
a) The Goods are delivered with detailed documentation detailing order number and description of contents and invoice, detailing item, quantity, individual price and total price;
b) The Goods are supplied in the number of deliveries as agreed on between the parties;
c) The Goods are provided FIS to a location or venue as directed by the Company unless otherwise specified in the Order;
d) Any item subject to shelf life control will be freshly manufactured and clearly identified on delivery with details of date of manufacture, shelf life conditions, requirements and shelf life period;
e) All Goods are packed in a way to ensure their safe delivery undamaged to the Company or to a venue or location nominated in the Company’s discretion and as advised in the Purchase Order.
5.2. Time is of the essence in the delivery of Goods. The Supplier will deliver the Goods pursuant to the Order on the date and time specified in the Order. If the Supplier fails to deliver the Goods on that date and time as specified, the Company may;
a) Cancel the whole or part of this Order;
b) Return the Goods to the Supplier at the Supplier's expense;
c) Seek damages, relief or other equitable compensation as a result of the Supplier's late delivery; and/or
d) Order the Goods elsewhere and seek damages for any loss suffered by the Company or on behalf of any of its Clients.
5.3. Where no delivery date is specified herein, the Supplier must notify the Company of the delivery date upon receipt of Order.
5.4. The Company in accepting delivery of the Goods must sign delivery documentation. If Goods are delivered and no signature has been obtained the Goods may be considered undelivered and in that case the Company will not be responsible for such Goods.
5.5 The Supplier must transport or arrange for transport of Products to the required delivery destination:
(a) complying with the terms of an Order and the Company’s instructions, and in any event, within the timeframes specified in an Order;
(b) by a method which provides adequate protection to the Products and prevents product deterioration; and
(c) accompanied by a delivery note clearly showing the following:
i) the Company’s buyers name ;
ii) the Company’s order number;
iii) description of Products and/ or Services;
iv) quantity ordered, quantity received on this delivery; and
v) quantity on backorder (* if applicable).

6. RETURN OF GOODS
6.1. Notwithstanding the terms of any delivery documentation including the signature thereon of the Company, the Company may reject and return any Goods which do not comply with this Order (and in particular Clause 4.3) or which are otherwise unacceptable in the reasonable opinion of the Company.
6.2. The Supplier will accept return of any Goods in excess of the Company’s requirements except for perishables (including foodstuffs) and Goods manufactured expressly for the Company (including printed materials) for which there is no alternative market.
6.3. Except for Goods returned pursuant to Clause 5.2, where Goods are returnable the Supplier will bear the cost of return transportation and the Company may, without prejudice to any other rights under this Order or otherwise:
a) Obtain credit for the returnable Goods; or
b) Obtain replacement Goods from the Supplier; or
c) Source the Goods elsewhere and recover any additional cost or expense so incurred from the Supplier; or
d) Terminate the Order in whole or in part and seek damages.

7. TITLE AND RISK OF LOSS OR DAMAGE
7.1. The Supplier warrants that the Goods purchased are free and clear of all liens and encumbrances and the Supplier has good and marketable title to same.
7.2. All risks whatsoever including risk of loss or damage to the Goods and/or items to be serviced including material supplied by the Company or any third parties or their property will be upon the Supplier until the Goods and/or items are delivered to the Company in accordance with this Order.
7.3. Where this Order relates to a service, the Supplier will bear the risk of loss or damage from the time of receipt by the Supplier of the items to be serviced or the provision of any such service until they are delivered in accordance with this Order.
7.4. Where part payment for any Goods is made by the Company the title to and property in the partly completed Goods, meaning materials or parts to be used in this manufacture will pass to the Company. Risk of loss will remain with the Supplier.

8. INSTALLATION AND FITTING
Where the Supplier provides work in connection with the installation or fitting of Goods or where the presence of the Supplier or its servants or agents is required on the Company’s premises or on the premises of a Client or at a nominated Client or the Company venue:
a) The Supplier will use its best endeavours not to impede or interfere with other work in progress on the Company or Client premises or nominated venue;
b) The Supplier (including its employees, agents and contractors) enters the Company's and/or Client’s premises or a nominated venue at its own risk and shall be liable for and indemnify the Company or its Client against any loss, damage claim or liability arising directly or indirectly out of the performance of work or presence on the Company 's premises;
c) The Supplier, its employees, agents and contractors shall comply with all relevant statutory safety and occupational health and safety regulations, both Federal and State, and at all times with the reasonable directions of the Company.

9. SUPPLY INDEPENDENT OF THE COMPANY
The Supplier performs all work independently of the Company and not as an agent, joint venture partner, partner or employee of the Company and will be liable for the safe supply of the Goods.

10. PRICE
10.1. Unless otherwise specified in this Order all prices will be net of GST
10.2. Where, pursuant to this Order, a price is not specified or is variable, if the Supplier has failed to substantiate the price or the price appears unreasonable to the Company, the Company may refuse to accept the delivery or may accept the delivery and payment will only be made after confirmation of change to the price or by agreement between the parties.
10.3. The Company may reduce the amount payable on any invoice on a pro-rata basis where Goods are returned.

11. INVOICE AND PAYMENT
11.1. The Supplier shall invoice the Company at the agreed rate in the Order. All invoices shall be addressed to the Company and sent to the address in the Order. All documents must include an applicable Company Job Number and description and quantity of Goods delivered;
11.2. Invoices shall be settled at the agreed rate of price as specified in the order and subject to the terms specified on the face of this document and may only be varied by consent in writing of the Company, irrespective of any pending counter claim.
11.3. The Company may offset against or deduct from any amount owing to the Supplier such amounts as may be due or payable by the Supplier to the Company whether pursuant to this Order or otherwise. Before doing so, senior management of the Company will, in good faith, discuss and attempt to resolve any issue relating to the set off, with the Supplier.

12. INDEMNITY AND INSURANCE
The Supplier will indemnify and hold harmless the Company its Clients, officers, employees and agents from and against all liabilities, claims, losses, damages and judgments, including costs and expenses incidental thereto:
a) For damage to or loss of property or injury, death or inconvenience to any person whomsoever arising from or in any way connected with any act or omission of the Supplier or defect in or inappropriateness of the Goods or other items provided by the Supplier;
b) Arising out of or in connection with infringement of patent, trade mark, copyright or the like regardless where such action, claim or demand arises, by reason of the use of the Goods or Services purchased by this Order.
c) The Supplier will take out and maintain public liability insurance with a minimum cover of ten million dollars (AUD$10,000,000.00) at the Supplier’s own cost and will either attach to these Terms and Conditions a copy of the certificate of currency of this insurance cover or provide a copy to the Company within seven (7) days from the execution of these Terms and Conditions, or as agreed on between the parties.

13. TERMINATION
Without prejudice to any other rights the Company may have against the Supplier, the Company may terminate this Order in whole or in part in writing with immediate effect in the event of any of the following:
a) Supplier enters into an Insolvency Event;
b) Supplier's conduct in the Company’s opinion is prejudicial to the interests and operations of the Company;
c) Supplier breaches any of the terms or conditions of this Order;
d) Supplier assigns or sub-contracts this agreement in whole or part without the prior written consent of the Company;
e) Supplier ceases or threatens to cease to carry on its business.
f) Waiver of the Company of any specific default by the Supplier or failure by the Company to cancel this Order or any part thereof when a right of cancellation arises shall not constitute waiver by the Company of any of the rights pursuant to this Order.

14. INTELLECTUAL PROPERTY
14.1. All Intellectual Property (including designs, trademarks, copyright, data, samples, blue prints, plans, drawings, specifications, film, media, and Confidential Information, etc) furnished by the Company to the Supplier whether or not the Supplier has been charged for the same and any of such as has been manufactured or purchased by the Supplier and for which the Company shall have paid, shall be and remain the sole property of the Company. Any such Intellectual Property or any substantial portion or description thereof may not be produced or reproduced in any material form without authority in writing by the Company.
14.2. Upon conclusion or cancellation of this Order the Supplier shall hand to the Company any finished or unfinished work relevant to this Order and such Intellectual Property as aforesaid.
14.3. The Supplier will not during continuance of the Order or any time thereafter manufacture any Goods, the subject which of any of the Intellectual Property, for commercial use other than to order of the Company, nor furnish to third party any such Goods or samples.

14. ADVERTISING
The Supplier will not without first obtaining the written consent of the Company in any manner advertise or publish the fact that the Supplier has contracted with the Company for the supply of Goods.

15. FORCE MAJEURE
If a party is prevented from or delayed in complying with an obligation (other than to pay money) by an event beyond its reasonable control, performance by it of that obligation is suspended during the time, but only to the extent that, compliance is prevented or delayed.

16. ENTIRE UNDERSTANDING
The terms of this Order:
16.1 sets out the entire agreement and understanding between the Company and the Supplier on everything connected with the subject matter of these terms and conditions; and supersede any prior agreement or understanding on anything connected with that subject matter; and
16.2 the Company and the Supplier have entered into these Terms and Conditions without relying on any representation by the other or any person purporting to represent the other.

17. WAIVER
17.1 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
17.2 The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.
17.3 A waiver is not effective unless it is in writing.
17.4 Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

18. GOVERNING LAW
This Order shall be governed by and construed within the laws of the State of Queensland, Australia and the parties submit to the exclusive jurisdiction of the courts of this state.


Notes re Clause 12:
*The Supplier’s current Certificate of Currency for Public Liability Insurance must be attached.
(* delete if not required)