D&E Supplier Conditions of Purchase

D&E Airconditioning Pty Ltd is hereinafter referred to as the Purchaser.

The vendor, supplier or sub-contractor is hereinafter referred to as the Supplier.

1.  Application:

1.1.  These terms and conditions apply to all supplies of goods by the Supplier to the Purchaser.

1.2.  No variation or waiver to these terms and conditions and no terms and conditions put forward by the Supplier or printed on the Suppliers invoices to the Purchaser will have any effect unless expressly agreed in writing by both parties.

1.3.  These terms and conditions supersede all previous negotiations and conditions, whether oral or written.

2.  Order of Precedence:

2.1  In the event of any inconsistency between the purchase documents the following order of precedence applies:

• a)  Any special conditions of the Purchase Order
• b)  General conditions of purchase
• c)  Other documentation

3.  Fixed Lump Sum:

3.1.  The contract price shown on the order is fixed and includes and allows for everything required to complete the works and for the supplier to carry out and complete its obligations under this order.

3.2.  The contract price is not subject to rise and fall, losses associated with prolongation or disruption of the works or foreign exchange adjustments. The contract price includes for all award payments, site allowances and site specific allowances and statutory obligations pertaining to superannuation and long service leave.

3.3.  To the fullest extent permissible by law the liability of the Purchaser to the Supplier (including for breach of contract and negligence) shall be limited to payment of the contract sum.

4.  Assignment and Sub-Letting:

4.1  No part of this order shall be assigned or sub-let without the prior written approval of the Purchaser.

5.  Entire Understanding:

5.1.  The Supplier shall be deemed to have notice of all provisions of the contract between the Purchaser and its Customer and shall assume towards the Purchaser as far as applicable to the Supplier’s obligations and responsibilities that the Purchaser by the contract assumes to its Customer.

5.2.  The Supplier acknowledges that a copy of the Purchaser’s contract with its Customer will be made available by the Purchaser on request from the Supplier.

5.3.  Upon it becoming apparent that the Supplier will be delayed in completing the work contained in the Purchase Order, the Supplier shall immediately advise the Purchaser in writing as to the cause of the delay

5.4.  Should the Supplier prevent the Purchaser from complying with the programme requirements of the contract with the Customer, the Purchaser may in turn hold the Supplier responsible for any costs, liquidated or consequential damages the Purchaser may be liable for under its contract with the Customer.

5.5.  Nothing in this clause or otherwise in this order entitles the Supplier to exercise any of the Purchaser’s rights under the Purchaser’s contract with the Customer without the Purchaser’s prior written consent.

5.6.  The Supplier agrees to protect and save harmless the Purchaser and its Customers from all costs, expenses or damage arising out of alleged infringements of patents, and from liability for accidental damage, loss or injury sustained by any persons by reason of anything the Supplier or the Suppliers employees do whilst completing the work contained in the order.

5.7.  The Supplier shall work in accordance with programme provided by the Purchaser or if no programme is provided in accordance with the delivery date and instructions indicated in the purchase order.

6.  Insurances & Warranties:

6.1.  Insurance of the goods, materials, equipment supplied and work performed by the Supplier is the responsibility of the Supplier.

6.2.  The Supplier assumes complete responsibility for all necessary cover under Worker’s Compensation and any other insurance deemed necessary under law to the extent that the Purchaser is indemnified against any and all claims, which may arise consequent upon completing the work contained in the purchase order.

6.3.  The Supplier warrants that the goods and services covered by this order will conform to the requirements of this order and will be merchantable and free from any defects in design, material or workmanship for a period of twelve (12) months and shall promptly correct at no cost to the Purchaser any such defects as may develop within this period. The foregoing defects liability period shall inure to the benefit of and be enforceable by the Purchaser or its Customer. The defects liability period shall be deemed to commence from the date of practical completion applicable to the Purchaser.

7.  Occupational Health and Safety:

7.1.  The Supplier shall comply with all legislation. Statutes, regulations, codes of practice and other legal requirements for OH&S and to the extent permitted by law shall indemnify the Purchaser against any costs, expenses, claims, loss or damage resulting from a breach of such requirements.

7.2.  The Supplier warrants that it has received a copy of the Purchasers OH&S Management System or, the OH&S management system that the Purchaser is operating under, and that it understands and accepts this system and will perform the works in accordance with this system, and that it will make the content of this system known to his employees working on any site to which this order relates and will ensure that the employees perform the works in accordance with this system.

8.  Payment and Variations:

8.1.  Payment claims must be received by the Purchaser no later than the 20th day of each month. Any claims received after this date may be deemed to have been submitted on the 20th day of the following month (and may delay payment).

8.2.  All payment claims must quote a Purchase Order Number (Where Applicable) and include sufficient details to allow the Purchaser to verify the validity of the claim.

8.3.  If the goods are not delivered by the required date the Purchaser may cancel the Purchase Order in respect of such undelivered goods without incurring charges in relation to such cancellation.

8.4.  The Purchaser may instruct a variation to the Purchase Order (including, without limitation, a variation increasing or decreasing the scope of work)

• a)  If the instruction will result in an adjustment to the price or require an adjustment to the delivery of the goods and or services or both, the Supplier must within 5 business days and before commencing the work the subject of the instruction, notify the Purchaser in writing and provide details of the Suppliers quotation regarding the anticipated adjustment to the price of the Purchase Order and the required adjustment to the delivery date.
• b)  The Supplier is not entitled to any adjustment to the price of the Purchase Order or to the delivery date as a result of carrying out an instruction unless it received a written instruction to proceed from the Purchaser.

9.  Delivery:

9.1.  The Supplier shall deliver the goods strictly in accordance with the shipping instructions and dates required as indicated in the Purchase Order. Goods must be accompanied by a delivery docket stating the Purchase Order number and item number shown on the front of the Purchase Order.

9.2.  Transport arrangements and costs are the responsibility of the Supplier. Immediately upon shipment, the Supplier shall notify the Purchaser advising complete shipping and route information.

9.3.  The Supplier shall hold goods in store as required to meet the specified delivery date.

9.4.  The subject of the Purchase Order shall remain the property of the Supplier until actually received by the Purchaser at the location stated in this order. Hoisting and off-loading are the responsibility of the Supplier whenever the Supplier is required to install or erect plant, materials or equipment supplied by the Supplier.

10.  Modern Slavery:

10.1.  For the purpose of these Supplier Terms and Conditions:

• “Modern Slavery Act” means the Modern Slavery Act 2018 (Cth) as amended.
• “Modern Slavery” has the same meaning as it has in the Modern Slavery Act.
• Where any other term is used in this clause which is defined in the Modern Slavery Act it shall have the same meaning which it bears in the Modern Slavery Act.

10.2.  The Supplier undertakes that:

• a)  it has taken reasonable steps to identify, assess and address risks of Modern Slavery practices in the operations and supply chains used in the provision of the products and/or services; and
• b)  no entity in the Supplier’s supply chain utilises Modern Slavery in its operations.
• c)  If at any time the Supplier becomes aware of Modern Slavery practices in the operations and supply chains used in the performance of this agreement,

10.3.  The Supplier must as soon as reasonably practicable:

• a)  notify the Purchaser in writing;
• b)  take all reasonable action to address or remove these practices, including where relevant by addressing any practices of other entities in its supply chains; and
• c)  provide any reports or information reasonably required by The Purchaser to ensure that the Supplier is addressing or has addressed any Modern Slavery practices in the Supplier’s operations and supply chains used in the performance of this agreement

10.4.  The Supplier will ensure its servants, employees, directors, agents and representatives responsible for managing the operations and supply chains used in the performance of this agreement have undertaken suitable training to be able to identify and report Modern Slavery.

10.5.  The Supplier will prepare and implement a Modern Slavery risk management plan (Modern Slavery Risk Management Plan) in relation to its performance of this agreement. The Modern Slavery Risk Management Plan should at a minimum detail:

• a)  the Supplier’s steps to identify and assess risks of Modern Slavery practices in the operations and supply chains used in the performance of this agreement;
• b)  the Supplier’s processes for addressing any Modern Slavery practices of which it becomes aware in the operations and supply chains used in the performance of this agreement;
• c)  the content and timing of training for the Supplier’s servants, employees, directors, agents and representatives about Modern Slavery; and

10.6.  a process for handling a complaint or grievance about Modern Slavery practices that are consistent with the criteria set out in the United Nations’ Guiding Principles on Business and Human Rights: Implementing the United Nations “Protect, Respect and Remedy” Framework.

10.7.  The Supplier must upon written request provide The Purchaser with a copy of its Modern Slavery Risk Management Plan as evidence of its compliance with this clause 10.

10.8.  The Supplier must comply with the Modern Slavery Risk Management Plan in its performance of this agreement. For the avoidance of doubt, nothing in this clause 10 derogates from the Supplier’s other obligations arising under this agreement or otherwise in relation to the provision of the products and/or services.

11.  Publicity and Social Media:

11.1.  The Supplier must not publish, disclose, or make public any information or material relating to the Purchaser, the Purchaser’s customers, any project, site, works, goods, services, or this Purchase Order.

11.2.  This includes all social media, websites, marketing material, case studies, tenders, presentations, and publications.

11.3.  The Supplier must obtain the Purchaser’s prior written approval before making any public reference to the Purchaser or the works.

11.4.  The Purchaser may require the immediate removal of any material published in breach of this clause.

12.  Confidentiality and Intellectual Property:

12.1.  All information and data provided by the Purchaser is confidential and remains the property of the Purchaser.

12.2.  The Supplier must use the information and data only to perform its obligations under this Purchase Order.

12.3.  The Supplier must not disclose or use the information or data for any other purpose without the Purchaser’s prior written consent.

12.4.  All intellectual property rights created or developed by the Supplier in connection with the goods or services under this Purchase Order become the property of the Purchaser upon creation.

12.5.  To the extent that any Intellectual Property Rights are created, developed, or enhanced by the Supplier in the course of performing services for the Purchaser, whether alone or jointly, those Intellectual Property Rights vest in and are assigned to the Purchaser upon creation.

12.6.  The Supplier assigns all such Intellectual Property Rights to the Purchaser and must do all things reasonably required to give effect to that assignment and must take reasonable steps to protect the Purchaser’s information and data.

12.7.  The Supplier must take reasonable steps to ensure the Purchaser’s data is stored and handled in a manner consistent with Australian data protection requirements and must notify the Purchaser if data is stored or accessed outside Australia.

12.8.  The Supplier must immediately notify the Purchaser upon becoming aware of any actual or suspected unauthorised disclosure, access, loss, or breach of the Purchaser’s information or data. The Supplier is liable for any breach of this clause by its personnel, agents, or subcontractors.

12.9.  The Supplier must ensure that these obligations are imposed on and complied with by its employees, agents, and subcontractors.

12.10.  These obligations survive completion, termination, or cancellation of the Purchase Order.

Issued: March 2026