CONDITIONS OF PURCHASE OF GOODS OR SERVICES

Production Services Network Water Pty Ltd is herein referred to as “PSN Water”

Production Services Network Water Pty Ltd

ABN 35 072 724 531

P O Box 506 Subiaco 6904

Purchase Orders issued by PSN Water are subject to the following:

1.0

ACCEPTANCE OF ORDERS

7.0

TITLE

1.1

All Purchase Orders placed by PSN Water will be in writing, and there are no undertakings, representations or commitments of any kind not expressly set forth herein.

7.1

The Supplier warrants good title free and clear of any encumbrance and liens to the goods supplied under this Purchase Order.

1.2

Any variations to this Purchase Order shall be in writing and signed by PSN Water and the supplier.

7.2

Title to all items shall pass to PSN Water upon delivery or payment, whichever is the earlier.  Transfer of title shall not effect PSN Water’s rights as stated herein.

1.3

Acceptance of this Purchase Order by the Supplier is deemed to be an acceptance of and willingness to comply with the terms and conditions hereof for the compensation stated herein and no condition in or attached to the Suppliers acceptance or tender shall be of effect, with the exception of the Suppliers warranty and guarantee provisions should such exceed the requirements hereof.

7.3

The Supplier shall be liable for all loss or damage to all items occurring prior to completion of the order as stated in 3 above.

2.0

PRICES

8.0

INDEMNITY

2.1

The prices stated in the order are firm and fixed, unless varied under 1.2 above.

8.1

The Supplier shall indemnify PSN Water against any liability which may arise from any defect inherent or otherwise in any items supplied under this Purchase Order, including but not limited to the replacement of defective items by the Supplier at no cost to PSN Water.

2.2

Unless otherwise stated prices are exclusive of goods and services tax.

8.2

The Supplier shall indemnify PSN Water against any liability which may arise by reason of adverse patent, copyright and trade mark claims and by reason of adverse claims or penalties for breach of statutory duties of the Supplier in relation to any items supplied under this Purchase Order.

2.3

Unless otherwise stated prices include all costs of all necessary packaging, loading and delivery to the delivery to the address stated, testing and certification.

2.4

Prices stated for hired items also include costs of collection from PSN Water nominated address, which shall generally be the delivery address.

8.3

PSN Water shall not under any circumstances be liable for any loss of profit by the Supplier nor for loss of a consequential nature whatsoever.

3.0

DELIVERY

8.4

The supplier will indemnify PSN Water and/or its officers, agents and employees in respect of any loss or damage whatsoever (including costs and any necessary payment made in order to settle or compromise any claim) which it or they may suffer or incur directly or indirectly from any breach of these conditions by the Supplier or by the Supplier’s employees or agents by or any other party acting through or with the Supplier.

3.1

Delivery shall be to the address stated on the Purchase Order unless the Supplier is notified otherwise in writing.  The Supplier shall acknowledge receipt of any notice of and change to the delivery address within 3 days.

3.2

Delivery shall be effected on or prior to its rights of action for breach of contract.

3.3

PSN Water shall have the right to enter the Supplier’s premises to make such inspections and tests as may be deemed necessary to ensure that the goods are in compliance with the Purchase Order.  The supplier shall render all necessary assistance with such inspections and tests.  Should the Supplier be required to correct defects or faults or should it be apparent that the delivery date will not be met the Supplier shall take all necessary corrective action, at the Supplier’s sole cost and expense.

9.0

9.1

9.2

9.3

INSURANCE

The Supplier shall maintain all insurances required by law, and shall if requested by PSN Water provide free of charge copies of certificates evidencing such insurances.

In the event that this Purchase Order covers the hire of goods and equipment the Supplier shall maintain comprehensive insurance to cover any loss or damage to the goods and equipment including loss or damage occurring due to the action or negligence of PSN Water.

In the event that this Purchase Order covers the provision of services the Supplier shall maintain comprehensive General Third Party Liability insurance to the value specified in the Order, and the Supplier shall, if requested by PSN Water provide free of charge, copies of certificate evidencing such insurance.

3.4

All necessary documentation and certification shall be supplied on or prior to delivery and the order will not be considered complete until all documents and certificates have been received. All such documents and certificates shall be correct, valid and in good order.

4.0

INVOICE AND PAYMENT

4.1

The supplier’s invoice shall be submitted and shall apply to only one purchase order.

4.2

All necessary supporting and substantiating documentation shall be submitted with the invoice.

10.0

GUARANTEE

4.3

PSN Water shall make payment against all correct and agreed invoices within 30 days of receipt of the correct invoice (or credit note correcting a previously submitted invoice) or within 30 days of completion of the order as stated in 3 above, whichever is the later.

10.1

The Supplier warrants and guarantees that all items will confirm to all specifications, description and drawings, will be new and fit and sufficient for the purpose intended and be of first class materials and workmanship and free of defects.

4.4

Unless otherwise stated all payments shall be made payable in Australian Dollars.

10.2

The Supplier shall guarantee all items against defective or faulty labour, workmanship and materials for a minimum period of one year from the date of delivery, however, in the case of the supply of equipment or items which cannot be tested prior to installation, the period of guarantee shall commence upon satisfactory completion of tests.

4.5

PSN Water reserves the right to withhold payment until the goods have been tested and accepted by PSN Water.

4.6

In the event of any claim by PSN Water against the Supplier PSN Water may withhold payment until such claim is resolved.

4.7

5.0

Tax Invoices shall separately show the GST payable on the invoice and the GST inclusive total for the invoice.

FORCE MAJEURE

10.3

Should the Supplier fail to remedy any defects within 15 days of notification from PSN Water of the requirement to do so, PSN Water may take whatever actions are necessary to remedy the defects and the Supplier shall bear all costs incurred, and PSN Water shall have the right to recover such costs as a due debt from the Supplier.

5.1

Delays or failure to perform by either party shall not constitute default hereunder nor give rise to any claim should such delay or failure be caused by reasons outside the reasonable control of the party affected, provided the party affected gives prompt notice of the circumstances.

11.0

11.1

SET OFF

In the event of any claim arising in favour of PSN Water against the Supplier, whether for faulty or damaged goods, short delivery, or any other claim whatsoever, PSN Water shall be entitled to withhold payment in respect of other goods received from the Supplier to the amount of such claim and by way of set-off in respect of the claim.

5.2

The party whose performance is delayed or prevented shall take all action necessary to minimise the delay and mitigate the effects thereof.

5.3

Subject to 6.1 (c) below for delivery shall be extended by the duration such delays or failure to perform warrants, as determined by PSN Water.

11.2

The Supplier shall make no set-off against PSN Water.

6.0

TERMINATION

6.1

PSN Water shall have the right to cancel the services of the Supplier on this Purchase Order (without prejudice to any rights PSN Water may have under this purchase order or otherwise) in the event that:

12.0
12.1

CONFIDENTIALITY

The Supplier shall treat all information in connection with this Purchase Order as confidential and shall not disclose same to any third party.  The Supplier shall not assign or sublet the Purchase Order, or any rights herein without the prior written consent of PSN Water

(a)    The Supplier becomes insolvent or if insolvency, receivership or bankruptcy proceedings are commended by or against the Supplier.

(b)    The Supplier defaults in the performance of this Purchase Order.

(c)    The period of delay or failure to perform as stated in 5 above continues for a period of 14 days.

6.2

PSN Water shall have the right to cancel the services of the Supplier on this Purchase Order at any time prior to acknowledgement of acceptance of the Purchase Order by the Supplier at no cost to PSN Water.

13.0

GENERAL

6.3

In addition, PSN Water shall have the right to cancel this Purchase Order at any time for any reason whatsoever.

13.1

13.2

The Purchase Order shall be construed and interpreted in accordance with laws of Australia.

No waiver of any provision of this Purchase Order shall be any force or effect unless such waiver, is in writing, signed by the party making the waiver and is expressly stated to be a waiver.  Either party’s waiver, or failure to enforce any terms of this Purchase Order shall not if any way affect or limit that party’s right thereafter to enforce strict compliance with the terms hereof.

In the event of cancellation under this provision, PSN Water shall pay the Supplier for all costs reasonably incurred by the Supplier up to the time of cancellation.

The Supplier shall provide all necessary supporting and substantiating documentation to evidence costs incurred.  Any goods so paid for, whether completed or not shall become the property of PSN Water on receipt of payment.

13.3

For the purchase of this Purchase Order a day is defined as 24 hours and a week as 7 days.

6.4

The terms and conditions of the Purchase Order shall where appropriate survive any cancellation of the services of the Supplier on the Purchase Order.