1.1 The Conditions together with the Purchase Order constitute a legally binding contract between TMT and the Supplier (“the Contract”) and set out the terms and conditions upon which TMT purchases the Goods from the Supplier.
In these Conditions:
Action means any claim, action, suit, proceeding or demand.
Conditions means these terms and conditions of sale and any additional terms and conditions stated in the Purchase Order, including any variations agreed by the Parties in writing.
Convention means the United Nations Convention on Contracts for the International Sale of Goods, adopted at Vienna, Austria on 10 April 1980.
Defect means any aspect of the Goods not in accordance with this Contract, or which is damaged, deficient, faulty, inadequate or incomplete in design, performance, workmanship, quality or makeup and Defective has an equivalent meaning.
Delivery Address means the address for delivery stated in the Purchase Order.
Delivery Date means the date for delivery stated in the Purchase Order.
Goods means the goods specified in the Purchase Order including, without limitation, manuals, operating instructions, reports and drawings.
GST has the meaning given to that expressions in the A New Tax System (Goods and Services Tax) Act 1999.
Loss means any loss, damage, expense, payment or liability, whether direct or indirect, and includes consequential loss, damage or expense (including but not limited to loss of profit or revenue, loss of market or loss of contracts or damage to commercial reputation).
Party means TMT or the Supplier, and a reference to Parties is a reference to both of them.
Price has the meaning given in clause 11.1.
Purchase Order means the written order signed by or on behalf of TMT and accepted by the Supplier for the purchase of the Goods.
Supplier means the Supplier of the Goods specified in the Purchase Order.
Specification means all codes, standards, drawings and specifications applicable to the Purchase Order, referred to in the Purchase Order or otherwise incorporated into the Purchase Order by reference and to be complied with by the Supplier.
TMT means Total Marine Technology Pty Ltd ABN 70 086 117 660. 


3.1 The Purchase Order prevails to the extent of any inconsistency with these Conditions.
4.1 The Contract comes into existence on the issue of the Purchase Order or TMT instructing the Supplier to supply the Goods, irrespective of whether the Supplier returns a signed copy of the Purchase Order to TMT or expressly confirms its agreement of these Conditions.
4.2 To the extent the Supplier’s terms and conditions are supplied to TMT, including with the Goods or as printed on consignment notes or other documents, those terms and conditions will be of no legal effect and will not constitute part of the Contract even if any of TMT’s personnel signs those terms and conditions or annexes the terms and conditions to the Contract.
5.1 The quantity, quality and description of the Goods are as stated in the Purchase Order.
5.2 The Supplier shall supply the Goods in accordance with, and as specified in, the Contract.
6.1 The Parties acknowledge and agree that time is of the essence in respect of all obligations of the Supplier under the Contract.
6.2 The Supplier shall deliver the Goods to the Delivery Address by the Delivery Date.
6.3 The Supplier shall immediately report to TMT any actual or likely delay in delivery of the Goods and its cause. The Supplier shall take all reasonable steps to prevent delay.
7.1 The Supplier shall
(a) suitably pack the Goods to avoid damage during loading, transit, delivery, unloading or storage;
(b) pack and transport the Goods in accordance with any applicable regulations and industry codes; and
(c) clearly mark all packages of the Goods for delivery and the delivery documents for the Goods with the Contract number and any Purchase Order number and ensure that the delivery documents accompany the Goods to the Delivery Address.

8.1 The Supplier shall conduct all inspections and tests in strict accordance with requirements of the Purchase Order.
8.2 The Supplier shall ensure that TMT has the opportunity to inspect, test, and/or witness anytest of the Goods wherever they may be located. The Supplier shall provide or ensure that its suppliers provide unrestricted access to reasonable facilities necessary for TMT to carry out such inspections or witness such tests.
8.3 The Supplier is not relieved of any of its obligations under the Contract because TMT has inspected the Goods or witnessed any testing prior to delivery of the Goods.
8.4 TMT shall be entitled to reject Goods that do not comply with the Specification.
9.1 The Supplier shall, without additional cost to TMT, supply all required plans, drawings, specifications, manuals, certificates, instructions, fabrication reports and the like in the form and at the times and in the numbers of copies specified in the Purchase Order or otherwise as reasonably required by TMT.
10.1 In addition to its rights under clause 17, TMT may cancel the Purchase Order at any time for any reason, in its sole and absolute discretion by notice of cancellation to the Supplier but:
(a) TMT shall pay for any Goods delivered prior to the cancellation;
(b) if Goods have been shipped, but not delivered, at the time of cancellation TMT shall either:
(i) accept those Goods when delivered, and pay the Price for them; or
(ii) return those Goods to the Supplier at TMT’s expense;
(c) if the Goods have not been shipped at the time of cancellation, on receiving the cancellation notice the Supplier shall stop manufacturing (or cancel any third party supply of) the Goods in accordance with and to the extent specified in the cancellation notice, and do everything possible to mitigate any costs incurred in relation to the Goods; and
(d) if clause 10.1(b)(ii) or clause 10.1(c) applies:
(i) to the extent that the Goods were manufactured or fabricated in accordance with the Specification, TMT shall pay costs reasonably incurred by the Supplier prior to the date of the cancellation which is directly attributable to the placing of the Purchase Order and which the Supplier is not able to recoup in some other way;
(ii) the Supplier is not entitled to the Price of those Goods or to any compensation for that cancellation other than as specified in clause 10.1(d)(i); and
(iii) the maximum compensation payable under clause 10.1(d)(i) shall not exceed the Price of the relevant Goods.
11.1 The price for the Goods is the price stated in the Purchase Order (“Price”). Unless otherwise agreed and clearly stated in the Purchase Order the price stated on the

Purchase Order excludes GST but includes any other applicable taxes, customs, excise and import duties, tariffs, fees, levies, charges, costs or expenses incurred by the Supplier, including transport, packing and insurance costs.
11.2 Unless otherwise agreed and clearly stated in the Purchase Order the Price is in Australian dollars and is fixed and firm and not subject to adjustment due to currency fluctuation or any other reason.
12.1 The Supplier shall submit to TMT invoice(s) in accordance with the invoicing schedule stated in the Purchase Order.
12.2 If TMT requests, the Supplier shall provide TMT with all relevant records to calculate and verify the amount set out in any Supplier invoice.
12.3 Subject to clause 12.4, if the invoice is properly drawn and accompanied by the necessary supporting documents, TMT will pay such invoice within 30 days from the end of month of receipt of invoice.
12.4 TMT is not obliged to approve any invoice submitted in accordance with the Contract, and may withhold approval and/or money due to the Supplier under the Contract if the Goods do not comply with the Contract.
13.1 The Supplier shall obtain all necessary permits and licenses which must be obtained in Supplier’s name and are necessary for Supplier to perform its obligations under the Contract.
13.2 The Supplier shall arrange for delivery of the Goods to the Delivery Address.
13.3 The Supplier shall, in delivering the Goods:
(a) not interfere with TMT’s activities or the activities of any third party at the Delivery Address;
(b) be aware of and comply with and ensure that its personnel, contractors and agent comply with all applicable laws, site standards, plans and procedures and all lawful directions and orders given by or on behalf of TMT at the Delivery Address.
14.1 Risk in the Goods passes to TMT upon delivery to the Delivery Address.
14.2 Property in the Goods passes to TMT upon delivery to the Delivery Address.
15.1 The Supplier represents and warrants that the Goods:
(a) match the description of the Goods in the Purchase Order;
(b) if the Supplier gave TMT a sample of the Goods before TMT issued the Purchase Order, correspond with the sample;
(c) strictly comply with the Specifications;
(d) are fit for the purpose for which Goods of the same kind are commonly supplied and for any other purpose described in the Purchase Order;
(e) are of new and of merchantable quality;
(f) are free from all Defects; and
(g) are completely owned by the Supplier and will be supplied to TMT free of any third

party interests, liens, charges or encumbrances.
15.2 The Supplier shall immediately rectify or replace at TMT’s option and at Supplier’s sole cost any Defective Goods discovered within fifteen (15) months after delivery or twelve (12) months after the Goods are first used or enter into the service for which they are purchased, whichever occurs first.
15.3 If TMT reasonably considers that it is necessary to immediately rectify or replace Defective Goods then TMT is not obliged to give the Supplier an opportunity to rectify or replace such Goods before TMT does so or causes a third party to do so. The Supplier shall reimburse TMT for the full cost of such replacement or rectification.
15.4 The Supplier’s obligation to replace or rectify Defective Goods is cumulative of other remedies available to TMT.
15.5 The Supplier shall ensure that TMT has the full benefit of any manufacturer’s warranties that may be applicable to the Goods and the Supplier shall pursue any manufacturer’s warranties on TMT’s behalf if TMT requests.
15.6 Where the Supplier has replaced or rectified Defective Goods, the rectified or replacement Goods shall be subject to the same warranty period as the original Goods, from the date of rectification or replacement.
15.7 If TMT elects to accept Defective Goods, such election does not bind TMT to accept any other Defective Goods and does not affect any of TMT’s other rights under the Contract in respect of those Replacement Goods.
15.8 TMT may assign any or all of the above warranties to any of its clients or related companies and the Supplier consents to such assignment.
16.1 The Supplier is liable for, indemnifies and will indemnify and keep TMT indemnified against all Loss, and hereby releases and will release TMT from any Action arising directly or indirectly from any breach of any warranty or obligation of the Supplier under the Contract, except to the extent caused or contributed to by any wrongful act or omission of TMT.
16.2 The rights and obligations under clauses 15 and 16 survive termination of the Contract.
17.1 The Contract may be terminated by TMT immediately on giving written notice of termination to the Supplier if the Supplier:
(a) fails to remedy any breach of its obligations under the Contract within 7 days after receiving written notice from TMT requiring it to do so;
(b) is unable to pay its debts when they fall due;
(c) threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvent administration;
(d) enters into any negotiations for any arrangement or composition with its creditors;
(e) being a company, goes into liquidation, whether voluntary or compulsory, or has a receiver or receiver and manager or administrator appointed, or an application is made for TMT to be wound up;

(f) being an individual, has a trustee in bankruptcy appointed; or
(g) ceases or threatens to cease to carry on business,
in which case TMT’s liability to the Supplier shall be limited to payment of the Price for Goods delivered prior to such termination.
17.2 Termination of the Contract does not affect or prejudice any rights of TMT which have accrued prior to the termination. TMT’s exercise of its rights under this clause does not affect or limit its ability to exercise any other rights under the Contract, at law or in equity.
18.1 Entire Agreement: The Contract comprises the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, quotation requests, understandings, representations, warranties, promises, statements, negotiations, letters and documents in respect of its subject matter.
18.2 Waiver: No waiver by a Party of any breach of a provision of the Contract is a waiver of any subsequent breach of that provision or any other provision. A waiver is not effective unless it is in writing.
18.3 Governing Law: The Contract is governed by, and is to be interpreted in accordance with the laws in force in the State of Western Australia and the Parties submit exclusively to the jurisdiction of the courts in that State.
18.4 Exclusion: The operation of the Convention and Parts 1B to 1F inclusive of the Civil Liability Act 2002 (WA) is excluded.
18.5 Severance: If any provision of the Contract is determined to be void by any court then that determination does not affect any other provision of the Contract which otherwise remains in full force and effect.
18.6 Variations: An amendment or variation to the Contract is not effective unless it is in writing and signed by the Parties.