Terms & Conditions

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Terms & Conditions

Purchase Order Terms and Conditions

1 Agreement

The Supplier must supply the Goods and/or Services in accordance with this
This Agreement comprises:
- the Purchase Order referring to these Terms and Conditions;
- these Terms and Conditions; and
- any other document that the Purchase Order expressly states is to apply to the supply of the Goods and/or
To the extent of any inconsistency between the documents forming part of this Agreement, a document higher in the list in clause 2 prevails over each lower document.
The Supplier is taken to have accepted the terms and conditions of this Agreement on the earlier of:
- the date the Supplier communicates acceptance of the Purchase Order
- the date PMV pays, in accordance with this Agreement, any deposit or advance payment with respect to the Goods and/or Services; and
- the date the Supplier starts supplying any of the Goods and/or
This Agreement is non-exclusive and nothing in this Agreement prevents PMV from appointing, at any time, any other person to supply goods or services that are the same or similar to the Goods and/or
If PMV provides the Supplier with any information, speciﬁcation, data, models, diagrams or documents for the purpose of, or in the course of, the provision of the Goods and/or Services (PMV Information):
- they remain the property of PMV and must be returned to PMV on written demand;
- they must not be used, copied or reproduced for any purpose other than the supply of the Goods and/or Services; and
- unless PMV speciﬁes in writing that the Supplier can rely upon an item of PMV information:
  - PMV Information is provided to the Supplier for the Supplier’s convenience;
  - the Supplier must not rely on it for any purpose; and
  - PMV does not warrant, guarantee or make any representation as to PMV Information, including its accuracy, completeness or adequacy for the purposes of this
- If either party discovers any error in, omission in, inconsistency in or between, ambiguity in or discrepancy in or between any PMV Information, it must notify the other party without

2 Supply of Goods and/or Services

The Supplier must supply the Goods and/or Services to PMV at the Delivery Point by the Date for
Unless speciﬁed otherwise in the Purchase Order, the supply of Goods and/or Services includes:
- all packing, loading, transport, unloading, unpacking, installing, commissioning and testing; and
- customs and border security clearance and all customs and import costs, duties and
The Supplier warrants that:
- the Goods and/or Services will comply with this Agreement;
- at delivery, the Goods will be new (unless stated otherwise in this Agreement) and in good order and condition;
- it will supply the Services diligently and conscientiously;
- it will supply the Goods and/or Services in accordance with Good Industry Practice;
- except to the extent necessary to comply with this Agreement, it and its Personnel will not damage or destroy the property of PMV or any of its Personnel;
- it will supply the Goods and/or Services in a manner to ensure:
  - no contaminants are discharged onto the Site; and
  - no pollution occurs, in contravention of any law;

the Goods and/or Services will comply with the description in this Agreement;
the Goods will comply with any relevant patterns or speciﬁcations in or referred to in this Agreement;
the Goods and/or Services will be ﬁt for the purpose made known to the Supplier by PMV or, if none was made known to the Supplier, ﬁt for the purpose for which goods and/ or services of that kind are ordinarily used;
the Goods will have a life expectancy commensurate with what would be expected of similar goods provided for similar purposes by a supplier exercising Good Industry Practice;
the Goods and/or Services will comply with all applicable Australian standards;
the Goods and/or Services will comply with the provisions of any legislation applicable to them; and
subject to clause 1, title in the Goods and Deliverables passes to PMV free from all charges, liens and encumbrances.
The Supplier repeats the warranties in clause 3 immediately prior to each supply of Goods and/or Services under this Agreement.
The Supplier must at all times provide and continually maintain adequate labour and suﬃcient Supplier’s Plant and Equipment to allow it to complete the supply of the Goods and/or Services in accordance with this

3 Site Access and Safety

PMV grants the Supplier and the Supplier’s Personnel a right to access the Site to the extent reasonably required by the Supplier to supply the Goods and/or Services in accordance with this
Nothing in this Agreement confers a right of exclusive possession on the Supplier and it will only be granted access to the Site to the extent PMV (acting reasonably) considers necessary for the purposes of clause 1.
The Supplier acknowledges that it may have to share access to the Site with PMV and PMV’s Personnel and it has taken this into account in agreeing to the Price and Date for Delivery.
The Supplier must at all times keep the Site, its working areas and any waste, storage and approach areas clean and tidy and must regularly remove rubbish and surplus
If the Supplier or any of the Supplier’s Personnel do not comply with any of the requirements of clause 3.10, clause 3.13, clause 3.14 or clause 23, PMV may deny the Supplier or the relevant Supplier’s Personnel access to the Site and, upon being requested in writing by PMV, the Supplier must:
- correct the non-compliance promptly; and
- take any necessary steps to avoid it happening again

and the Supplier is not entitled to any extension of time or increase to the Price in connection with such denial of access. As soon as practicable after the Supplier has complied with clause 3.5(a) and clause 3.5(b), PMV must grant the Supplier and the Supplier’s Personnel with access to the Site in accordance with clause 3.1.
If the Supplier or any of the Supplier’s Personnel do not comply with all applicable laws or PMV’s Policies and Rules while on the Site, PMV may deny the Supplier or the relevant Supplier’s Personnel access to the Site and, upon being requested in writing by PMV, the Supplier must:
- correct the non-compliance promptly;
- take any necessary steps to avoid it happening again; and
- remove the applicable Supplier’s Personnel responsible for the non- compliance from the Site,
and the Supplier is not entitled to any extension of time or increase to the Price in connection with such denial of access. As soon as practicable after the Supplier has complied with clause 3.6(a), clause 3.6(b) and clause 3.6(c), PMV must grant the Supplier and the Supplier’s Personnel (other than any person removed pursuant to clause 3.6(c) with access to the Site in accordance with clause 3.1.
If the Supplier or any of the Supplier’s Personnel fail to comply with any of its obligations in clause 6 within a reasonable time, without limiting any other right or remedy of PMV:
- PMV and PMV’s Personnel may do anything PMV considers necessary to protect people, property and the environment from harm in connection with the supply of the Goods and/or Services, including removing or relocating any property in the possession or control of the Supplier or the Supplier’s Personnel and conducting protective works; and
- the Supplier must reimburse PMV on demand for any reasonable costs and any losses or damages that arise out of anything done by PMV or PMV’s Personnel in accordance with clause 7(a).
Supplier must, in supplying the Goods and/or Services:
- not interfere with the activities of PMV or PMV’s Personnel at the Site;
- cooperate with and coordinate its activities with PMV and PMV’s Personnel at
  the Site; and
- be aware of and comply with, and ensure that the Supplier’s Personnel are aware
  of and comply with, all:
  - applicable laws (including the HSE Legislation) and industrial awards and agreements binding on it;
  - PMV’s Policies and Rules; and
  - PMV’s directions authorised by this Agreement.

The Supplier must ensure that all of the Supplier’s Personnel use appropriate personal protective equipment which must comply with the HSE Legislation and PMV’s Policies and Rules.
If PMV directs, the supplier must, within 7 days after the date of this agreement or other period agreed by the parties, submit to PMV a proposed health, safety and environment management plan (HSE Management Plan), setting out how the Supplier will manage all health, safety and environmental aspects of the supply of the Goods and/or
The proposed HSE Management Plan must be prepared in accordance with Good Industry Practice and be consistent with PMV’s Policies and Rules and the HSE
Within 5 business days of receipt of the draft HSE Management Plan, or other period agreed by the parties, PMV must notify the Supplier that:
- PMV accepts the proposed HSE Management Plan; or
- PMV requires the Supplier to make changes to the proposed HSE Management
If PMV does not issue the Supplier a notice within the time stipulated under this clause 3.12 PMV is deemed to have issued a notice that it accepts the proposed HSE Management Plan.
The Supplier must incorporate into the proposed HSE Management Plan any changes PMV requires provided the changes are reasonably required by PMV in order to ensure the HSE Management Plan complies with clause 3.11 and resubmit the amended proposed HSE Management Plan for acceptance in accordance with clause 12
The Supplier must comply with the accepted HSE Management

4 Supplier’s Workforce

The Supplier must ensure that all work and services performed in connection with the supply of the Goods and/ or Services is carried out by Qualiﬁed
PMV may, to the extent permitted by law and acting reasonably and on reasonable grounds, direct the Supplier to remove any of the Supplier’s Personnel from the Site or from the performance of works and services in connection with the supply of the Goods and/or The Supplier must ensure that any of the Supplier’s Personnel so removed:
- are not again employed at the Site or in connection with the supply of the Goods and/or Services; and
- are replaced as soon as
During the period the Supplier is supplying Goods and/or Services under this Agreement and for a period of 6 months afterwards, neither party will, without the other party’s prior written consent, directly or indirectly solicit, oﬀer to employ, employ, hire as a contractor, agent or consultant, or otherwise procure services from any of the other party’s This clause 4.3 does not apply where the relevant Personnel is employed or contracted:
- as a consequence of a genuine advertising or recruitment campaign advertised publicly to a wide range of potential applicants; or
- in response to an unsolicited approach made by the

5 Leased Equipment

This clause 5 applies if, pursuant to this Agreement, the Services include leasing equipment to PMV (Leased Equipment).
The Supplier leases the Leased Equipment to PMV for the duration set out in the Purchase Order (or, if none set out, for the period starting on the date the Leased Equipment is commissioned at the Delivery Point and ending on the date that PMV notiﬁes the Supplier is the date on which the Supplier can collect the Leased Equipment).
At PMV’s request, the Supplier must conduct any commissioning of the Leased Equipment or supervise PMV’s commissioning of the Leased Equipment, to PMV’s satisfaction (acting reasonably).
The Supplier must ensure that when it is commissioned the Leased Equipment is in good, proper and safe working order and complies with all applicable laws (including being licensed in accordance with all applicable laws).
Unless PMV otherwise directs, the Supplier must, at its cost, maintain the Leased Equipment in a safe, operable and good working condition and must provide all spare parts and consumable items necessary to facilitate this

6 Supplier’s Plant and Equipment

The Supplier must ensure that the Supplier’s Plant and Equipment:
- is ﬁt for the purposes for which it is used;
- complies with applicable laws and PMV’s Policies and Rules; and
- is maintained in a safe, operable and good working condition and must provide all spare parts and consumable items necessary to facilitate
PMV may reject any item of Supplier’s Plant and Equipment which it determines (acting reasonably) is unsuitable for the purposes of this If any item is so rejected then it must be either repaired or replaced to the reasonable satisfaction of PMV within 5 days after notiﬁcation by PMV.
The Supplier is responsible for the care of the Supplier’s Plant and Equipment at the Site except that PMV must pay for the repair or replacement of any of the Supplier’s Plant and Equipment lost or damaged due to the negligent act or omission of PMV or any of its employees.

7 PMV Supplied Items and PMV Equipment

PMV Supplied Items remain the property of
PMV Supplied Items must not be used by the Supplier for any purpose other than fulﬁlling the Supplier’s obligations under this
The Supplier must repair or replace any PMV Supplied Item damaged due to the negligent or otherwise wrongful act or omission of the Supplier or the Supplier’s
The Supplier must use PMV Supplied Items eﬃciently and ensure they are not
The Supplier must not and must procure that its Personnel do not remove PMV Supplied Items from the
The Supplier is responsible for the care of PMV Equipment when it is in the Supplier’s or its Personnel’s possession or control except that PMV is responsible for the repair or replacement of such PMV Equipment lost or damaged due to the negligent act or omission of PMV or any of its

8 Inspection, Testing and Information

Provided PMV has informed the Supplier of its intention to exercise its rights under this clause 1 a reasonable period in advance of doing so, PMV may inspect, review, examine and witness tests on the Goods, Services or Deliverables at any time during the supply of the Goods and/or Services.
PMV may from time to time request the Supplier to provide it with information and documents relating to the Goods, Services or Deliverables or the Supplier’s compliance with this Agreement and the Supplier must comply with any reasonable request as soon as reasonably

9 Acceptance of Goods and/or Services

The supply of the Goods and/or Services is not complete until PMV has accepted the Goods and/or
Without limiting clause 11, for the purposes of this clause 9, PMV must:
- accept or reject Goods and/or Services that have been delivered; and
- give the Supplier written evidence of such acceptance or rejection, within a reasonable time after
PMV’s acceptance of the Goods and/or Services entitles the Supplier to issue an invoice pursuant to clause 12 and:
- is not a waiver of any rights or a representation or admission that the Goods and/or Services have been supplied in accordance with this Agreement; and
- if PMV signs a delivery slip or other acknowledgement, this will
constitute acceptance by PMV but, unless agreed in writing referring to this clause 9.3, will not have the eﬀect of incorporating additional terms into, creating new terms with respect to, varying or waiving any part of this Agreement.
If the Supplier is or will be delayed in supplying the Goods and/or Services, PMV may direct the Supplier to accelerate the supply of the Goods and/or Services and take necessary corrective action to overcome or minimise the extent of the Such actions may include increasing the Supplier’s workforce, making more Supplier’s Plant and Equipment available for the supply of the Goods and/or Services or increasing the number of shifts the Supplier’s Personnel are devoting to the supply of the Goods and/or Services.
Except to the extent that acceleration under clause 9.4 overcomes a delay for which the Supplier would have been entitled to an increase in the Price pursuant to clause 4, the Supplier is not entitled to any additional costs it incurs in complying with a direction under clause 9.4. Any increase in the Price must be calculated in accordance with clause 16.4.

10 Provision of Documents

The Supplier must provide PMV with all manufacturer’s warranties and guarantees and any other similar documents in relation to workmanship and materials contained in the Goods and/or Services that are speciﬁed in the Purchase
The Supplier must provide PMV with the certiﬁcation, manufacture data reports and material safety data sheets and other technical or veriﬁcation information that are speciﬁed in the Purchase
Compliance with clause 1 and clause 10.2 is a pre-condition to PMV’s acceptance of the Goods and/or Services.

11 Defective Goods and/or Services

If, at any time, (whether or not a reasonable time has passed for inspection after delivery of the Goods and/or Services) PMV discovers that the Goods and/or Services do not comply in any material respect with any warranty given under clause 2.3 or are otherwise not in accordance with this Agreement, PMV may (without limiting any other right available to it) deliver to the Supplier a notice under clause 11.2.

The Supplier must, if PMV so requires by notice in writing, at the cost of the Supplier and within the timeframes PMV (acting reasonably) speciﬁes:
- in respect of Goods or Deliverables, either:
  - remove some or all of the Goods or Deliverables, rectify the defects in them and return them to PMV; or
  - replace some or all of the Goods or Deliverables; and
- in respect of Services, either:
  - rectify some or all of the Services; or
  - resupply some or all of the
- If PMV gives the Supplier a notice under clause 2 within a reasonable time of delivery of Goods and/or Services and the Supplier fails to comply with that notice within the timeframes speciﬁed, PMV may return the Goods and/or Deliverables to the Supplier.
- If PMV exercises its rights under clause 3, the Supplier must pay PMV:
  - the Price paid by PMV for the Goods and/or Deliverables returned; and
  - any costs reasonably incurred or losses suﬀered by PMV due to the delivery or return of those Goods and/or

12 Price and Payment

The Supplier must supply the Goods and/or Services for the The Price is ﬁxed and will not be subject to rise and fall or any other adjustment except as expressly stated in this Agreement.
Unless speciﬁed otherwise in the Purchase Order, on the last business day of each calendar month, the Supplier must deliver to PMV an invoice for Goods and/or Services accepted under this Agreement in that month or since the last invoice (as applicable).
Unless speciﬁed otherwise in the Purchase Order and subject to clause 4, PMV must pay all invoices submitted by the Supplier by the end of the month following the month in which the invoice was received (or any shorter period required by legislation).
If PMV disputes the amount payable in an invoice issued pursuant to this clause 12, it must pay the undisputed part of the invoice and either party may serve a Dispute Notice pursuant to clause 29 in respect of the unpaid
The Invoice must:
be in the form of a Tax Invoice;
set out the Supplier’s name, address and Australian Business Number;
include an adequate description of the Goods and/or Services to which it relates;
set out the quantity of Goods and/or Services supplied and the Price payable with respect to that quantity;
include evidence of PMV’s acceptance of the Goods and/or Services to which it relates;
include a valid PMV Purchase Order number;
set out the total invoice amount, including GST; and
be accompanied by all other documentation and material required by this Agreement or under any
PMV may deduct from any amount owing to the Supplier under this Agreement, including any part payment of the Price, any amount which is due and payable by the Supplier to
Payment of an invoice is not a waiver of any rights or a representation or admission that the Goods and/or Services comply with this

13 GST and other Taxes

To the extent that a supply made under this Agreement is a taxable supply (as deﬁned in the GST Act), the Supplier may recover from PMV (provided it has ﬁrst provided PMV with a valid Tax Invoice), in addition to the Price, an amount equal to the GST payable in respect of that supply.

All taxes and duties other than GST levied on or in respect of the Goods and/or Services are deemed to be included in the Price and are payable by the

14 Representatives

PMV may, by notice to the Supplier, appoint or change an PMV
If an PMV Representative is appointed, they are responsible for issuing to, and receiving from, the Supplier all notices, information, instructions and decisions under this Agreement.

15 Intellectual Property

PMV remains the owner of the PMV Background PMV grants to the Supplier a non- exclusive, non-transferrable, royalty-free, revocable licence (or if the IP is licensed to PMV, a sublicence) to use the PMV Background IP for the sole purpose of supplying the Goods and/or Services.
The Supplier may sublicense the licence granted pursuant to clause 15.1 to its Subcontractors to the extent strictly necessary for the supply of the Goods and/or
The Supplier remains the owner of the Supplier Background The Supplier grants to PMV
and PMV’s Personnel a non-exclusive, transferrable, royalty-free, irrevocable, sublicensable and perpetual licence (or if the IP is licensed to the Supplier, a sub licence) to use, adapt, modify or copy all Supplier Background IP to the extent necessary to enjoy the full beneﬁt of the Goods, Services, Deliverables and Agreement IP.
The Supplier agrees that all Agreement IP will be vested in PMV and will be PMV’s property as and when created and the Supplier transfers all rights, title and interest in the Agreement IP to
The Supplier must not disclose, reproduce or otherwise deal with the Agreement IP or PMV’s Background IP, or permit anyone else to do so, for any purpose other than supplying the Goods and/or
The Supplier must obtain all consents from the individual creator to ensure that PMV can exercise all its rights under this clause 15 without infringing any Moral
The Supplier warrants that:
- it owns, or licences on terms that enable it to comply with this Agreement, all IP in the Supplier’s Background IP; and
- the:
  - supply and use of the Goods and/or Services and/or the Deliverables;
  - Agreement IP and its use, adaptation, modiﬁcation or copying; and
  - the exercise by PMV or its Personnel of any rights pursuant to the licence granted under clause 3, will not infringe any person’s rights in relation to IP, within or outside of Australia.

PMV warrants that:
- it owns, or licences on terms that enable it to comply with this Agreement, all IP in the PMV Background IP; and
- the exercise by the Supplier or its Personnel of any rights pursuant to the licence granted under clause 1,
will not infringe any person’s rights in relation to IP, within or outside of Australia.

16 Variation Proposal

PMV may provide the Supplier with notice of a proposed
Within 5 days of receiving notice of a proposed Variation pursuant to clause 1 1, or other period as agreed by the parties, the Supplier (at its own cost) must provide PMV with a response setting out (in accordance with Good Industry Practice):
- the changes to the Goods and/or Services that would be required to execute the proposed Variation; and
- the impact of the proposed Variation on the Price and the time for supplying the Goods and/or Services,
PMV may, acting reasonably, direct a Variation the subject of a Proposed Variation Response and such direction may specify that PMV:
- accepts the Proposed Variation Response, in which case the Price and the time for supplying the Goods and/or Services is varied in accordance with the Proposed Variation Response; or
- rejects the Proposed Variation Response, in which case the Price will be adjusted in accordance with clause 16.4 and the time for supplying the Goods and/or Services will be adjusted in accordance with clause 3.
If the Variation aﬀects the Price, it must be adjusted to reﬂect the value of the varied Goods and/or Services, which must be agreed between the Where there is no agreement, the value will be calculated by PMV using:
where applicable rates and costs are included in this Agreement, by applying those rates and costs; and
where applicable rates and costs are not included in this Agreement, PMV’s assessment (acting reasonably) of a fair and reasonable price for the varied Goods and/or

17 Directions Varying the Goods and/or Services

If the Supplier considers that a direction given by PMV, other than a direction under clause 16.3, constitutes a Variation that will aﬀect the Price (where the Supplier is entitled to a Price adjustment) or the time for supplying the Goods and/or Services, it must, as soon as practicable and in any event before complying with the direction, notify PMV, identifying the relevant direction and the estimated impact on the Price and the time for supplying the Goods and/or
As soon as reasonably practicable after receiving a notice under clause 1, PMV must either:
- Notify the supplier that it is to proceed to comply with the direction, in which case the Price will be adjusted in accordance with clause 16.4 and the time for supplying the Goods and/or Services will be adjusted in accordance with clause 19.3; or
- Withdraw the
Irrespective of whether the supplier has issued a notice under clause 17.1, if a direction results in a reduction in the price or a reduction in the time for supplying the Goods and/or Services, PMV may adjust the price in accordance with clause 4 and adjust the time for supplying the Goods and/or Services in accordance with clause 19.3.
No Variation that PMV directs invalidates or repudiates this

18 Change in law or change in PMV’s Policies and Rules

The Supplier must notify PMV within 10 business days of becoming aware of any:
- Change in Law; or
- Change in PMV’s Policies and Rules,
that the Supplier considers is likely to aﬀect the Supplier’s supply of the Goods and/or Services. A notice under this clause 18.1 must include details of the Change in Law or change in PMV’s Policies and Rules and its impact on the supply of the Goods and/or Services.
To the extent that a Change in Law or change in PMV’s Policies and Rules cause an increase to the costs of the Supplier supplying the Goods and/or Services (other than a trivial increase in cost) or the time at which the Supplier can supply the Goods and/or Services, this will be a Variation and the Price and the Date for Delivery will be adjusted in accordance with clause 16.4 and clause 3

19 Extensions of Time

The Supplier may request, by notice in writing to PMV, an extension of time for supplying the Goods and/or
PMV is only required to grant the Supplier an extension of time for supplying the Goods and/or Services if:
- the Supplier has been or will be delayed in supplying the Goods and/or Services by the Date for Delivery because of:
  - a suspension for which it is entitled to an adjustment to the Price or the time for supplying the Goods and/or Services;
  - a breach of this Agreement by PMV; or
  - a Force Majeure Event; and
- the Supplier has, within 15 days of the event giving rise to the delay, given PMV notice identifying the event and the anticipated impact on when the Goods and/or Services will be

An extension of time granted pursuant to clause 1 2 must reﬂect PMV’s assessment (acting reasonably) of the actual impact of the event on the time for supplying the Goods and/or Services.
If PMV grants an extension of time pursuant to clause 1 2(a)(i), the Price is adjusted by adding the veriﬁed additional costs the Supplier incurs as a direct consequence of the delay.
PMV may at any time, and for any reason and at its sole discretion, by notice to the Supplier, extend the time for supplying the Goods and/or

20 Suspension

PMV may from time to time direct the Supplier to suspend the supply of some or all of the Goods and/or Services (Suspension Notice). A Suspension Notice must set out the Goods and/or Services that are suspended and the expected duration of the
PMV must keep any period of suspension to the minimum period PMV reasonably
The Supplier must, without delay, comply with a Suspension
PMV may, from time to time, direct the Supplier to recommence the supply of any of the Goods and/or Services suspended pursuant to a Suspension Notice and the Supplier must, without delay, comply with such a
If a Suspension Notice is directed for a reason other than an act, omission or default by the Supplier, the Supplier will be entitled to claim an adjustment to the Price and the time for supplying the Goods and/or Services in accordance with clause

21 Force Majeure

If a party is prevented from performing an obligation under this Agreement (other than an obligation to pay money it is obliged to pay under this Agreement) by a Force Majeure Event:
- it must, as soon as possible, give the other party a notice describing the Force Majeure Event and its eﬀects, including the anticipated period for which it will be prevented from performing that obligation; and
- for the period it is prevented from performing that obligation, it is excused from performing (and is not liable for non-performance of) that

If a party is prevented from performing an obligation under this Agreement by a Force Majeure Event, it must:
- use all reasonable skill and eﬀort to overcome the Force Majeure Event and recommence performance of the aﬀected obligation as soon as possible; and

keep the other party informed of the status of the Force Majeure Event and its eﬀorts to overcome

22 Termination

If PMV or the Supplier suﬀers an Insolvency Event, subject to Chapter 5 of the Corporations Act 2001 (Cth), the other party may terminate this Agreement with immediate eﬀect by notice to the insolvent
If the Supplier is in breach of any of its obligations under this Agreement and PMV has given the Supplier a notice specifying the obligation and requiring the Supplier to rectify the breach with a reasonable period and, within that period, the Supplier has not rectiﬁed the breach to PMV’s satisfaction (acting reasonably), PMV may terminate this Agreement with immediate eﬀect by notice to the If PMV terminates the Agreement under this clause 22.2, subject to clause 25, PMV’s rights and remedies are the same as they would have been if the Supplier had repudiated this Agreement and PMV had elected to treat this Agreement as at an end and recover damages.
The Supplier may terminate this Agreement by giving PMV 30 days’ written notice if PMV has not paid an amount due and payable pursuant to clause 1 2 for a period of 60 days or longer after the amount became due and
PMV may terminate this Agreement at any time for any reason by giving the Supplier 30 days’ written notice. Subject to any rights of set oﬀ or deduction that PMV may have, following termination pursuant to this clause 2 4, PMV’a only obligation (and sole liability resulting from such termination) is to pay the Supplier for:
- the Goods and/or Services which have been supplied in accordance with this Agreement prior to the date of termination (and not included in any other payment to the Supplier);
- the costs of goods and materials:
  - reasonably ordered for the supply of the Goods and/or Services;
  - for which the Supplier is bound to pay;
  - that the Supplier cannot otherwise utilise in the ordinary course of its business;

the cost of which is not included in the amount payable pursuant to clause 22.4(a); and
upon payment, free and clear title to the goods and materials will vest in PMV;
the Supplier’s reasonable and veriﬁed demobilisation costs;
the reasonable costs to the Supplier of complying with PMV’s directions on or after termination; and
After the expiry or termination of this Agreement, the Supplier must:
- take all reasonable actions, or such actions as PMV directs (acting reasonably), for the transfer, protection and delivery to PMV of any PMV Supplied Items, Goods, Deliverables or any other property of PMV;
- use all reasonable endeavours to minimise the cost to PMV of termination;
- except to the extent PMV directs, immediately stop using all PMV Supplied Items and PMV Information; and
- if PMV directs, return to PMV or destroy all copies in any form of the PMV Information in the possession or control of the Supplier or any of the Supplier’s Personnel, however the Supplier may retain PMV Information to the extent required by

23 Insurance

The Supplier must eﬀect and maintain the following insurance policies with reputable insurers:
- from the date of this Agreement until acceptance of the Goods in accordance with this Agreement, insurance of the Goods against all risks of loss or damage for their full replacement value;
- during any period the Supplier is supplying the Goods and/or Services, public and products liability insurance with a limit of $10,000,000 in respect of any one claim and unlimited as to the number of claims;
- during any period the Supplier is supplying the Goods and/or Services, motor vehicle third party property insurance with a limit of $10,000,000 for any one occurrence and unlimited as to the number of occurrences;
- during any period the Supplier is supplying the Goods and/or Services, where the Supplier is providing professional services, professional indemnity insurance:
  - with a limit of $5,000,000 in relation to any one claim and in the aggregate; and
  - with a run-oﬀ cover for a period ending 7 years after the Goods and/or Services were supplied; and
- any other insurance required by

The Supplier is not entitled to submit an invoice with respect to any Goods and/or Services unless it is compliant with its obligations under clause 1.
The Supplier must provide PMV with details of the insurance, verifying compliance with the requirements of clause 1, within 2 days of any request from PMV.
The Supplier must ensure that any Subcontractor of the Supplier eﬀects and maintains insurances similar to those set out in clause 1.
If the Supplier fails to eﬀect and maintain, or ensure that its Subcontractors eﬀect and maintain, the insurance required pursuant to clause 1, without limiting its other rights under this Agreement, PMV may eﬀect and maintain the relevant insurance and the costs reasonably and properly incurred by PMV in doing so will be a debt due and payable by the Supplier to PMV.
If PMV requests, the Supplier must promptly make and pursue a claim under its insurance policies where:
- liability, loss or damage has occurred and is covered under any of the Supplier’s insurance policies (Loss or Damage);
- there are reasonable prospects of the claim succeeding; and
- some or all of the proceeds from a successful claim could be applied towards any Loss or Damage,
however, this clause does not apply in circumstances where the Supplier is ready, willing and able to pay for the Loss or Damage on its own account.

24 Title and Risk

Unless speciﬁed otherwise in the Purchase Order:
- property and title in Goods and Deliverables passes to PMV on the ﬁrst to occur of payment of the whole of the Price for the Goods or Deliverables and acceptance of the Goods or Deliverables in accordance with this Agreement; and
- subject to clause 2, risk in the Goods and Deliverables passes to PMV on acceptance of those Goods or Deliverables in accordance with this Agreement.

If PMV has accepted the Goods or Deliverables in accordance with this Agreement but they remain in the Supplier’s custody (such as in the Supplier’s warehouse), risk in those Goods or Deliverables passes to PMV when PMV takes custody of those Goods or
All redundant or waste goods, materials, equipment and the like removed from any facility, equipment or structure on the Site in the course of or in connection with the provision of the Goods and/or Services (Salvage) remain the property of The Supplier must dispose of any Salvage at its own cost, unless PMV elects to keep any of it.

25 Liability and Indemnity

Subject to clause 2, neither party is liable to the other for Consequential Loss.
Clause 1 will not apply to relieve or limit the Supplier’s liability:
- under its indemnity obligations under clause 4(a), clause 25.4(b) or clause 25.4(c);
- caused by the Supplier’s fraudulent or wilful misconduct; and

to the extent the Supplier is insured and the Supplier is entitled to be indemniﬁed for the relevant liability under and insurance policy eﬀected in accordance with this Agreement or would have been so insured and indemniﬁed but for:
- the application of clause 25.1; or
- any act or omission of the

Clause 1 will not apply to relieve or limit PMV’s liability:
- under its indemnity obligations under clause 5(a) or 25.5(b); and
- caused by PMV’s fraudulent or wilful misconduct

The Supplier indemniﬁes PMV from and against any cost, loss, claim, damages or liability:
- arising out of the personal injury or death of any person to the extent caused by the Supplier or any of the Supplier’s Personnel;
- for pollution and contamination caused by the Supplier or the Supplier’s Personnel;
- caused by a breach of clause 7;
- any claim made against PMV by any of the Supplier’s Personnel in respect of any legislation concerning income tax, workers’ compensation, annual leave, long service leave or superannuation or any applicable award, determination or agreement of any competent industrial tribunal; and
- for any statutory penalty imposed on PMV because of the Supplier’s breach of this

PMV indemniﬁes the Supplier from and against any cost, loss, claim, damages or liability:
- arising out of the personal injury or death of any person to the extent caused by PMV or any of its employees;
- caused by a breach of clause 1 8; and
- for any statutory penalty imposed on the Supplier because of PMV’s or any of PMV’s Personnel’s breach of this

If, pursuant to this Agreement, a party (Indemnifying Party) is liable to indemnify the other party (Indemniﬁed Party), the Indemniﬁed Party must use reasonable endeavours to mitigate the amount the Indemnifying Party is required to

26 Conﬁdentiality

Neither party may make any media or other announcement or releases relating to this Agreement or the Site without the other party’s prior written approval of the form, content and manner of the announcement or release, except to the extent that the announcement or release is required to be made by a party by any applicable law, government authority or by a stock
Each party must keep conﬁdential, and not use or disclose, any of the other party’s Conﬁdential Information, except (subject to clause 27):
- to the extent necessary for the performance of their obligations under this Agreement;

that a party may disclose Conﬁdential Information to its legal and other advisers;
to the extent necessary to resolve any genuine Dispute;
that a party may disclose Conﬁdential Information to a genuine prospective purchaser of the party or its business provided such prospective purchaser is bound by obligations of conﬁdentiality no less onerous than this clause 26(b); and
that a party may disclose Conﬁdential Information if required by any applicable law (including any order of a court of competent jurisdiction) or the rules of any stock
Each Party must ensure that any of its Personnel who receive Conﬁdential Information do not disclose that Conﬁdential Information and each party is liable for breaches of conﬁdentiality by its Personnel.

27 Data Protection

Each party warrants to the other that it will comply with all applicable laws relating to the Processing of Personal Data collected by, or disclosed to, it pursuant to this
The Supplier must not engage any Subcontractor to Process PMV Personal Data without PMV’s prior written consent (which must not be unreasonably withheld).
If there is any situation involving loss or destruction of, unauthorised disclosure of, or access to, PMV Personal Data (or an imminent risk that any of these things might occur), the Supplier must:
- immediately report the situation to PMV;
- to the extent practicable, mitigate any harmful eﬀect of such disclosure or access; and
- cooperate with PMV in responding to and investigating the
After the expiry or termination of this Agreement:
- if PMV directs, the Supplier must return, destroy or dispose of any PMV Personal Data at its own cost; and
- if the Supplier directs, PMV must return, destroy or dispose of any Supplier Personal Data at its own cost, however, each party may retain Personal Data to the extent required by

28 Assignment and Subcontracting

The Supplier must not assign this Agreement without PMV’s prior written consent (which must not be unreasonably withheld) and any purported assignment in breach of this clause is
PMV can assign this Agreement without the Supplier’s consent provided the assignee has the ﬁnancial and technical capabilities to fulﬁl PMV’s obligations under this Agreement
The Supplier must not subcontract the performance of any of its obligations under this Agreement without PMV’s prior written consent (which must not be unreasonably withheld).

29 Dispute Resolution

If a Dispute arises between the parties, either party may serve a notice on the other setting out the issuing party’s position in respect of the Dispute and requiring PMV’s Representative and the Supplier’s Representative to meet to try to resolve it (Dispute Notice).
PMV’s Representative and the Supplier’s Representative must meet within 7 days of receiving a Dispute Notice and endeavour in good faith to resolve the
If a Dispute has not been resolved within 30 days after the Dispute Notice was served, either party may commence legal proceedings to resolve the
If for any reason there is no PMV’s Representative or Supplier’s Representative, PMV or the Supplier (as applicable) may nominate a senior manager to undertake the role and obligations of PMV’s Representative or Supplier’s Representative (as applicable) under this clause
Notwithstanding the existence of a Dispute, the Supplier must continue to supply the Goods and/or Services in accordance with this
Nothing in this clause 29 prevents a party from commencing legal proceedings seeking urgent interlocutory

30 Notices

Any notice given under or in connection with this Agreement:
- must be in writing;
- must be addressed to the relevant address in this Agreement or last communicated in writing to the person giving the notice;
- must be posted by pre-paid mail, delivered by hand to the address of the addressee or emailed to the relevant email address with the notice attached in PDF format; and
- shall be deemed to have been given and received:
  - (in the case of post) 5 business days after posting;
  - (in the case of delivery by hand) on delivery; and
  - (in the case of email) when the email is delivered to the server of the recipient party, but if the notice is taken to be received on a day that is not a business day or after 5.00 pm in that place, it is taken to be received at 9.00 am on the next business day in the place of receipt.

A notice takes eﬀect from the time it is received unless a later time is speciﬁed in
If PMV (acting reasonably) directs, the Supplier must use the Electronic Delivery System for the purposes of issuing those communications and notices set out in that

31 Business Integrity

Each party must not, and must procure that its Personnel and any other person acting for or on its behalf, do not:
- give anything of value (which is not properly due) to the other party or its Personnel that is contrary to fair dealing; or
- provide or oﬀer a beneﬁt (which is not properly due) to a public oﬃcial (within or outside Australia) in order to retain or obtain an improper

Each party represents and warrants to the other that neither it nor any of its Personnel:
- is or will become a Restricted Party; or
- has violated or will violate any

Each party must:
- comply with all applicable laws in relation to Modern Slavery (as deﬁned in the Modern Slavery Act 2018 (Cth));
- take reasonable steps to ensure there is no Modern Slavery in its supply chains; and
- notify the other party as soon as it becomes aware of any actual or suspected Modern Slavery in any supply chain that has a connection with this

Each party must implement processes and procedures designed to ensure compliance with this clause
The Supplier must maintain records in a reasonable level of detail concerning the steps it has taken in compliance with clause 31 and, upon PMV’s request, make these records available to PMV together with such other information as PMV requests in order for PMV to assess the Supplier’s compliance with this clause 31 and in order to comply with the
If the Supplier becomes aware of any potential or actual breach of this clause 31, it must immediately notify PMV using the ‘PMV Oﬃce Line’ +61 8 9317 2146 and provide PMV with all necessary assistance in investigating that

32 Miscellaneous

This Agreement can only be amended by written agreement signed by the
The Supplier is liable for the acts and omissions of its Personnel performing works and services in connection with the supply of the Goods and/or Services as if such acts and omission were acts and omissions of the
No test, review (or failure to review), approval, statement of satisfaction or comment by or on behalf of PMV with respect to the Goods and/or Services including any acceptance of a proposed HSE Management Plan:
- constitutes a direction by PMV; or
- waives or varies any of the Supplier’s obligations under this

All obligations to indemnify under this Agreement are independent and survive termination of this
Each party’s remedies under this Agreement are without prejudice to any other remedies under this Agreement or any remedies available under any applicable
This Agreement is not to be construed to the disadvantage of a party because that party was responsible for its
Where the Supplier is required under this Agreement to perform an obligation, matter or thing, or discharge a liability, the Supplier must do so at its own cost, unless expressly provided
The Supplier is an independent contractor and nothing in this Agreement creates any agency, joint venture, partnership or employer and employee relationship between the parties.
No waiver by a party of a breach of this Agreement by the other party constitutes a waiver for any subsequent or continuing breach by that
All provisions of this Agreement which, expressly or by implication from their nature, are intended to survive termination or expiry of this Agreement, will survive such termination or expiry, including any provisions relating to:
- conﬁdentiality;
- IP;
- any indemnity; and
- any right or obligation arising on termination of this

This Agreement is governed by the laws of the State or Territory in which the Delivery Point is situated and the parties submit to the jurisdiction of the courts of that State or Territory and any courts which have jurisdiction to hear appeals from any of those
The operation of the Vienna Convention on Contracts for the International Sale of Goods 1980 and the Sale of Goods (Vienna Convention) Act 1986 (WA) is excluded in relation to all matters in connection with this
If any of the provisions of this Agreement are held by a court of competent jurisdiction to be invalid or otherwise unenforceable that provision may be severed from the Agreement and the remainder of this Agreement will continue to be eﬀective and valid notwithstanding such

33 Deﬁnitions and Interpretation

In this Agreement:

Agreement IP means IP created, discovered or coming into existence as a result of performing this Agreement but does not include the Supplier’s Background IP.

PMV means the member or members of the PMV Group identiﬁed in the Purchase Order.

PMV Equipment means any item of equipment owned by PMV or its Related Body Corporate that is to be serviced, repaired or modiﬁed as part of the Services.

PMV Group means GNNJ Pty Ltd and its Related Bodies Corporate.

PMV Information has the meaning given in clause 1.9.

PMV Personal Data means Personal Data provided by or on behalf of PMV to the Supplier or any of its Personnel.

PMV Supplied Items means the plant, equipment, infrastructure, facilities, utilities and other items that PMV supplies to the Supplier as set out in this Agreement and otherwise made available to the Supplier by PMV for the purposes of the supply of the Goods and/or Services but excludes the PMV Equipment.

PMV’s Background IP means any IP owned by or licensed to PMV (including any licence granted by another member of the PMV Group) and which was in existence at the Date of this Agreement.

PMV’s Policies and Rules means PMV’s policies, standards and rules of conduct and operation applicable to the supply of the Goods and/or Services or the Site, as updated from time to time and available on request by the Supplier.

PMV’s Representative means the person appointed as PMV’s Representative pursuant to clause 14.

Change in Law means any change in an applicable law occurring after the Date of this Agreement which was not reasonably foreseeable at the Date of this Agreement.

Conﬁdential Information means the terms of this Agreement and all information exchanged between the parties in connection with this Agreement (including all Personal Data but excluding information that is or becomes public knowledge other than as a result of a breach of this Agreement).

Consequential Loss means any unforeseeable, indirect or consequential loss and includes (whether such loss is foreseeable, direct or consequential) any:

loss of revenue and proﬁt (other than revenue or proﬁt attributable to the supply of the Goods and/or Services in accordance with this Agreement);
loss of goodwill;
loss of reputation or adverse publicity; or
ﬁnancing

Date for Delivery means the date set out in the Purchase Order or, if none, a reasonable time after the date of this Agreement.

Date of this Agreement means the date the Supplier is taken to have accepted the terms and conditions of this Agreement pursuant to clause 1.6.

Deliverables means all data, plans, drawings, so^ware, speciﬁcations, procedures, reports, documents and other information prepared by the Supplier and to be delivered to PMV as part of the Services.

Delivery Point means the location identiﬁed in the Purchase Order where the Supplier is to supply the Goods and/or Services or, if none identiﬁed, the location PMV nominates (acting reasonably).

Dispute means a dispute or diﬀerence between the parties in connection with this Agreement.

Electronic Delivery System means PMV’s nominated web- based communications portal.

Force Majeure Event means any event or circumstance beyond the reasonable control of the party aﬀected by it and that could not have been avoided or overcome using all reasonable skill and eﬀort to do so.

Good Industry Practice means performance:

as would ordinarily be expected of a Relevant Supplier;
in a manner which is:
- eﬃcient, professional and cost eﬀective; and
- safe to the environment; and
by Qualiﬁed Personnel using high quality, safe and appropriate equipment, tools and procedures and adopting high industry

Goods means the goods, if any, referred to in this Agreement and includes all goods described in this Agreement, all manuals, spare parts and operating instructions PMV needs for the proper use of the Goods and all things that can be reasonably inferred from the description of the Goods in this Agreement.

GST has the meaning given in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth). HSE Legislation means all relevant legislation relating to health and safety on the Site or in connection with the supply of the Goods and/or Services and any regulations, codes of practice or safety standards made under any of that legislation.

Insolvency Event means the occurrence of any one or more of the following events with respect to a party:

a meeting has been convened, resolution proposed, petition presented or order made for the winding up of the party;
a receiver, receiver and manager, provisional liquidator, liquidator, or other oﬃcer of the court, or other person of similar function has been appointed regarding all or any material asset of the party;
a security holder, mortgagee or chargee has taken, attempted or indicated an intention to exercise its rights under any security of which the party is the security provider, mortgagor or chargor; or
an event has taken place with respect to the party which would make, or deem it to be, insolvent under any laws applicable to

IP means all intellectual and industrial property rights, including trademarks, copyright, inventions, patents, designs, circuits and other eligible layouts, database rights and other intellectual property rights.

Leased Equipment has the meaning given in clause 5.1.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth).

Other Contractor means any contractor at any level engaged by PMV or a member of the PMV Group to perform activities at the Site (but excluding the Supplier and the Supplier’s Personnel).

Personnel means:

in relation to PMV:
- PMV’s Related Bodies Corporate, its Other Contractors and its employees, oﬃcers, agents and consultants; and
- all Related Bodies Corporate, employees, oﬃcers, agents and consultants of PMV’S Related Bodies Corporate, Other Contractors, agents and consultants
in relation to the Supplier:
- the Supplier’s Related Bodies Corporate, its Subcontractors and its employees, oﬃcers, agents and consultants; and
- all Related Bodies Corporate, employees, oﬃcers, agents and consultants of the Supplier’s Related Bodies Corporate, Subcontractors, agents and

Personal Data means any information relating to an identiﬁed and identiﬁable natural person.

Price means, with respect to Goods and/or Services, the price for those Goods and/or Services set out in the Purchase Order.

Process means any operation or set of operations performed on Personal Data, including collection, recording, use, disclosure, transfer, access, storage, hosting, alteration, erasure or destruction.

Purchase Order means the purchase order, setting out the details of the Goods and/or Services and referring to these Terms and Conditions.

Qualiﬁed Personnel means personnel who are ﬁt for work and suitably qualiﬁed, trained (including trained in respect of health and safety) and experienced to undertake and carry out the work they are allocated.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Relevant Supplier means a supplier that exercises the degree of skill, quality, care, diligence and prudence that would reasonably be expected of a competent and experienced supplier undertaking the supply of goods and/or services and obligations similar to the supply of the Goods and/or Services under this Agreement.

Restricted Party means any government, person or entity which is:

(a) listed on, or owned or controlled by a person (including 50% or more in the aggregate by two or more Restricted Parties) listed on, any restricted party or Sanctions list maintained by the United States, the United Kingdom, the United Nations, the European Union, Australia, Canada or any other relevant government;

Ring-Fencing Arrangements means any ring-fencing of gas pipeline service providers from entities buying, selling or producing gas required by any applicable law.

Sanctions means the export controls laws, economic sanctions, regulations or restrictive measures administered or enforced by Australia, Canada, European Union members, United States or America, United Kingdom, United Nations Security Council, or any other relevant government.

Services means the services, if any, referred to in this Agreement and includes the preparation and delivery of the Deliverables and any good, document or activity necessary or incidental to the performance of the Services.

Site means any site PMV makes available to the Supplier for the purpose of supplying the Goods and/or Services.

Subcontractor means a subcontractor at any level engaged by the Supplier or another Subcontractor to perform part of the supply of the Goods and/or Services.

Supplier Personal Data means Personal Data provided by or behalf of the Supplier to PMV or any of its Personnel.

Supplier’s Background IP means any IP owned by or licensed to the Supplier (including any licence granted by a Related Body Corporate of the Supplier) and which:

was in existence at the Date of this Agreement;
came into existence after the Date of this Agreement, other than in connection with the supply of the Goods and/or Services or this Agreement; or
has been developed by the Supplier for general use in the Supplier’s business and not speciﬁcally developed for the purpose of supplying the Goods and/or

Supplier’s Plant and Equipment means all plant, equipment, tools, appliances or other property required by the Supplier to fulﬁl its obligations under this Agreement (and includes any Leased Equipment but excludes any PMV Supplied Items).

Supplier’s Representative means the person appointed as the Supplier’s Representative pursuant to clause 14.

Tax Invoice means a tax invoice for the purposes of the GST Act.

Variation means any change to the Goods and/or Services, including any modiﬁcation, alteration, variation, addition, omission of, to or from the Goods and/or Services.

The words ‘including’ and ‘includes’ and any variants of those words will be read as if followed by the word ‘without limitation’.

The word ‘direction’ includes a demand, request or requirement.

Words in the singular include the plural and vice versa. Unless expressly stated in this Agreement, a reference to:

a day is to a calendar day where the Delivery Point is situated; and
to time is to time where the Delivery Point is

Any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modiﬁed or replaced.

An obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation.

An obligation or liability assumed by, or a right conferred on, 2 or more persons bind or beneﬁts them jointly and severally.

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