Buyer (Purchaser) Terms & Conditions

1. Definitions

"Buyer" means Safesky Systems Pty Ltd (or the Safesky entity named on the Purchase Order ("PO")). "Supplier" means the supplier/vendor providing goods and/or services. "Deliverables" means all goods, parts, software, data, documentation, and services supplied under the PO. "Site" means the delivery location stated on the PO.

2. Contract Formation; Order of Precedence

2.1 This PO (including these terms, any statement of work/specification, and any attachments) is the entire agreement for the Deliverables unless Buyer and Supplier have a separately signed master agreement.

2.2 No Supplier terms apply (including on quotes, acknowledgements, invoices, portals) unless Buyer expressly agrees in writing signed by Buyer's authorised representative.

2.3 If there is a conflict, the order of precedence is: (1) PO special terms on the face of the PO; (2) any signed master agreement (if applicable); (3) these terms; (4) SOW/specifications; (5) other attachments.

3. Acceptance

Supplier is deemed to accept the PO on the earliest of: written acceptance, starting work, shipping any Deliverables, or taking any payment.

4. Pricing; Invoices; Payment; Set-Off

4.1 Prices are fixed as stated on the PO and inclusive of all packaging and standard shipping unless the PO says otherwise.

4.2 Supplier must invoice with PO number, line items, description, quantities, and delivery date. Payment terms are Net 30 days from receipt of a valid invoice AND acceptance (whichever is later).

4.3 Buyer may set-off amounts owed by Supplier against any amounts payable.

4.4 Prices are inclusive/exclusive of GST as stated on the PO; valid tax invoices required.

5. Delivery; Packaging; Title and Risk

5.1 Time is of the essence. Delivery must meet the PO schedule. Supplier must promptly notify Buyer of any actual/likely delay and provide a recovery plan.

5.2 Unless the PO states otherwise, delivery is DAP (Incoterms 2020) Buyer Site. For DAP, Supplier is responsible for export clearance, carriage and delivery to Site; Buyer is responsible for import clearance and any import duties/taxes (if applicable). Unloading is Buyer's responsibility unless the PO states otherwise.

5.3 Packaging must protect Deliverables and comply with applicable transport/dangerous goods rules; include a packing list referencing PO number, line item, part numbers/serials, and quantities.

5.4 Risk of loss remains with Supplier until delivery to Buyer's nominated Site and acceptance. Title passes on acceptance.

6. Inspection; Acceptance; Non-Conforming Deliverables

6.1 Buyer (and where applicable Buyer's customer/end-user or regulators) may inspect and test Deliverables and relevant facilities/processes, without reducing Supplier's obligations.

6.2 Payment does not equal acceptance. Buyer may reject non-conforming Deliverables, require repair/replacement, or correct/replace at Supplier cost, including freight and handling.

6.3 Latent defects, fraud, or undisclosed non-conformance survive acceptance.

6.4 Acceptance occurs only when Buyer issues written acceptance or uses the Deliverables in production/operations (excluding evaluation/testing). Buyer may inspect/test and reject within a reasonable period after delivery.

7. Quality; Change Control; Counterfeit Parts

7.1 Supplier must maintain fit-for-purpose quality controls and provide traceability/CoC/CoA where required by the PO.

7.2 No change to materials, sources, processes, tooling, location of manufacture, or certifications that could affect form/fit/function, quality, security, compliance, or delivery without Buyer's prior written approval.

7.3 Counterfeit parts: Supplier warrants Deliverables contain no counterfeit/suspect counterfeit parts, and will source components only from OEMs/authorised channels unless Buyer approves otherwise.

7.4 If counterfeit/suspect parts are discovered, Supplier must notify Buyer immediately, cooperate with investigation, and replace/rectify at Supplier cost (including removal/re-installation/testing where relevant).

8. Warranty

8.1 Goods warranty: Deliverables will conform to spec, be new (unless stated), free of liens, and free from defects in design/material/workmanship for 12 months from acceptance (or longer if Supplier's standard warranty is longer).

8.2 Services warranty: services will be performed professionally and in a workmanlike manner and conform to the SOW; defective services must be re-performed or refunded at Buyer's option.

8.3 Warranty remedies are in addition to other rights.

8.4 Supplier warrants Deliverables are supplied free of any security interest, retention of title claim or encumbrance, and Supplier must not register (and must promptly remove) any PPSA (Personal Property Securities Act 2009 (Cth) (Australia)) registration in relation to Deliverables supplied under the PO.

9. Compliance; Ethics; WHS; Modern Slavery

9.1 Supplier must comply with all applicable laws and regulations.

9.2 Supplier must operate ethically (no bribes/kickbacks/improper inducements) and ensure its supply chain does not use forced, bonded, or child labour.

9.3 If Supplier personnel attend a Buyer or customer site, Supplier must comply with site WHS/security requirements and remain responsible for its people and subcontractors.

10. Confidentiality; Information Security; Incidents

10.1 Any Buyer information (including technical data, designs, security information, customer information, or project details) is confidential and may only be used to perform the PO.

10.2 Supplier must implement reasonable security controls to prevent unauthorised access, loss, or disclosure, and must notify Buyer promptly of any suspected/actual security incident affecting Buyer information, and cooperate in investigation and remediation.

10.3 Supplier must not publicise the relationship, the PO, or any deliverables without Buyer's written consent.

11. Intellectual Property

11.1 Foreground IP / Deliverables: Supplier assigns to Buyer all right, title and interest in all Deliverables and any intellectual property created specifically for Buyer in performing the PO, on creation (or, if not possible, on payment). Supplier must procure equivalent assignments from its personnel and subcontractors and provides all reasonable assistance to perfect Buyer's rights. Supplier irrevocably consents to any acts or omissions by Buyer that might otherwise infringe moral rights to the extent permitted by law.

11.2 Background IP: Supplier retains pre-existing IP but grants Buyer a perpetual, worldwide, irrevocable, royalty-free licence to use, modify, maintain, and support it as necessary to use the Deliverables.

11.3 Supplier indemnifies Buyer against third-party IP infringement claims relating to Deliverables.

12. Export/Import; Origin; Controlled Technology

12.1 Supplier must comply with all applicable export/import and sanctions laws, and must not transfer controlled Deliverables/technical data to any third party without Buyer's written approval and required authorisations.

12.2 On request (or where required), Supplier must provide country-of-origin and classification/HTS/ECCN/USML/DGSL (or the Supplier's local equivalent) details.

13. Subcontracting; Assignment

Supplier must not subcontract, assign, or novate the PO (or any material portion) without Buyer's prior written consent; consent does not relieve Supplier of responsibility. Buyer may assign this PO to an affiliate or successor on notice to Supplier.

14. Termination

14.1 For default: Buyer may terminate immediately (in whole or part) for material breach, repeated non-conformance, failure to deliver, insolvency, or unlawful/unethical conduct; Buyer may recover reasonable re-procurement costs.

14.2 For convenience: Buyer may terminate for convenience by written notice. Buyer pays for conforming Deliverables accepted up to termination plus reasonable, evidenced unavoidable cancellation charges approved by Buyer in writing (and no lost profit).

15. Indemnity; Insurance; Liability

15.1 Supplier indemnifies Buyer for losses arising from: (a) injury/death or property damage caused by Supplier; (b) IP infringement; (c) breach of confidentiality/security obligations; (d) export/sanctions violations; (e) counterfeit parts; and (f) Supplier personnel claims.

15.2 Supplier must maintain, at its cost, appropriate insurance (as a baseline: public/product liability, workers compensation, and for services professional indemnity) and provide certificates on request.

15.3 To the extent permitted by law, Buyer's liability is limited to amounts paid under the PO for the relevant Deliverables; Buyer is not liable for Supplier's lost profits or indirect/consequential loss.

16. Audit; Records Retention

If reasonably required (including customer or regulatory requirements), Supplier must provide access to relevant records and cooperate with audits relating to quality, traceability, compliance, and invoicing. Keep records for at least 7 years (or longer if the PO/customer requires).

17. Force Majeure

Neither party is liable for delay caused by events beyond reasonable control, provided prompt notice is given and reasonable mitigation occurs. If delay exceeds 30 days, Buyer may terminate the affected portion without liability.

18. Governing Law; Disputes

This PO is governed by the laws of Victoria, Australia. Parties must attempt good-faith resolution; failing that, courts of Victoria have exclusive jurisdiction.

19. Miscellaneous

Independent contractors; no partnership. Waiver must be in writing; severability applies; and confidentiality, warranty, IP, export, audit/records, indemnities, and dispute clauses survive termination.

If you have any questions about these Supplier Terms & Conditions, please contact us atlegal@safeskysystems.com

Last Updated: 2/27/2026