Equal Employment Opportunity Policy

1. Purpose

This policy outlines Elenium Automation’s Equal Employment Opportunity (EEO) policy to include its zero-tolerance stance towards discrimination, harassment, bullying and victimization. The policy additionally covers compulsory EEO training for all staff to ensure understanding of the EEO policy and fair treatment.

The EEO policy should be read in conjunction with the EEO procedure.

2. Scope

This policy applies to all staff, including full-time, part-time, casual and contract employees.

3. Definitions

Complainant: A person who files a complaint of discrimination or who submits allegations of unlawful discrimination, sexual harassment, racial harassment, bullying or victimisation.

Complaint: An allegation of unlawful discrimination, sexual harassment, racial harassment, bullying or victimisation.

Direct Discrimination: Operates on a comparative basis such as when a person with a particular characteristic is treated less favourably than a person without that characteristic.

Equal Employment Opportunity (EEO): An employment practice where employers do not engage in employment activities which are prohibited, to include unlawful discrimination, sexual harassment, racial harassment, bullying or victimisation.

Indirect Discrimination: Occurs where an employer’s policies or work practices are the same for everyone but place a particular employee or group of employees at a disadvantage.

Racial Harassment: Inappropriate behaviour pertaining to one’s actual or assumed race as it pertains to the place of birth, nationality, colour, accent, language or physical characteristics.

Repeated Behaviour: The persistent nature of behaviour which can involve a range of behaviours over time.

Reprisal: Taking or threatening to take an unfavourable action, withholding or threatening to withhold a favourable action, or any other act of retaliation against an employee for making or preparing to make a protected communication.

Sexual Harassment: Unwelcomed sexual advances, requests for sexual favours, or other unwelcomed verbal or physical conduct of a sexual nature.

Staff Member: All personnel within the work place, to include fulltime, part-time, casual and contract employees.

Unreasonable Behaviour: Behaviour that a reasonable person, having considered the circumstances, would see as unreasonable, including behaviour that is victimising, humiliating, intimidating or threatening.

Victimisation: Unfairly treating people for complaining or helping others to lodge a complaint.

Workplace Bullying: Repeated and unreasonable behaviour directed towards a worker of group of workers that creates a risk to health and safety.

 

4. Policy

4.1 Elenium Automation Equal Employment Opportunity (EEO) Policy

It is the policy of the Australian and Victorian governments, along with Elenium Automation, not to condone or tolerate unlawful discrimination, harassment, bullying or victimisation of any kind.

This Zero Tolerance policy ensures that once unlawful discrimination, harassment, bullying, or victimisation is alleged, immediate and appropriate action will be taken to investigate and resolve the allegations and ensure any proven unlawful behaviour stops.

Appropriate disciplinary action, up to and including termination, will be taken against any employee who engages in unlawful discriminatory practice. Depending on the nature of the offense, criminal and/or civil action may be taken against an employee found guilty of an unlawful discriminatory practice.

4.2 Intent of the Elenium Automation EEO Policy

It is the policy of Elenium Automation to provide equal treatment and employment opportunity thereby enhancing organisational cohesiveness and mission accomplishment.

As the EEO program is a function of leadership, Elenium Automation shall:

• Provide sufficient resources to ensure successful and efficient operation.
• Ensure prompt, fair and impartial processing of complaints.
• Conduct a continuing training program to eradicate every form of unlawful discrimination.
• Communicate the policy to all employees, as well as all new applicants for advertised position vacancies.
• Identify, assess, and remove EEO barriers through the utilisation of Organisational Climate Surveys to gather information, identify and assess EEO barriers to assist the Chief Executive Officer in the removal and neutralisation of those barriers to prevent unlawful discrimination.
• Ensure complaints are fairly and thoroughly addressed and that final actions are taken in a timely manner.

4.3 Objectives of the Elenium Automation EEO Policy

The objectives of the Elenium Automation EEO policy are

• Eradication of unlawful discrimination through a continuing training campaign to rid all forms of discrimination, harassment, victimisation, and bullying from the workplace.
• Fostering a positive human relations environment through the use of Organisational Climate Surveys to evaluate the positives and negatives in the environment and further training to help employees and managers at all levels to understand the need for a positive human relations environment.

4.4 Responsibilities

The responsibilities of the Chief Executive Officer, or their delegate, are

• Has ultimate responsibility to ensure Elenium Automation has an effective EEO program.
• Shall promote EEO to all staff.
• Shall provide an environment free of unlawful discrimination, harassment, victimisation and bullying.
• Shall advise the Human Resources Manager when an Organisational Climate Survey is to be released and will ensure a Survey is conducted, at a minimum, once in a 12-month period.
• Shall inform an alleged offender that they are the subject of a formal EEO complaint and provide only general information as to the nature of the allegation without disclosing the complainant’s identity.
• Shall caution the alleged offender from taking reprisal or other retaliatory actions against the complainant and/or witness if the alleged offender suspects or discovers their identity.
• Shall inform the alleged offender of the outcome of the EEO complaint against them.

The responsibilities of the Human Resources Manager are:

• Has functional responsibility to develop and carry-out the EEO program initiatives.
• Shall submit Organisational Climate Survey’s within 2 weeks of receiving the Chief Executive Officer directive to perform the Survey.
• Shall analyse and report on the Survey findings.
• Shall maintain neutrality in the performance of investigating complaints.
• Shall assist the complainant with determining their basis, framing claims, and clarifying any ambiguities.
• Shall seek a reasonable resolution at the lowest possible level.
• Shall prepare and provide a Clarification report to the Chief Executive Officer within 2 workdays of a claim being resolved.
• Notifies the Chief Executive Officer of situations involving possible unlawful discrimination, harassment, victimisation, or bullying when no claim has been lodged.

4.5 Prohibition of Discrimination

Discrimination can be either direct or indirect.

Direct discrimination operates on a comparative basis such as when a person with a particular characteristic is treated less favourably than a person without that characteristic.

Indirect discrimination occurs where an employer’s policies or work practices are the same for everyone but place a particular employee or group of employees at a disadvantage.

For discrimination to be unlawful, it must also be unreasonable.

It is unlawful to unfairly treat people due to the following attributes.

• Age.
• Sex.
• Chosen gender.
• Race.
• Disability or impairment.
• Sexuality.
• Marital or domestic partnership status.
• Social origin.
• Trade union or employer association activity.
• Pregnancy.
• Parenthood.
• Caring responsibilities.
• Identity of spouse.
• Religious belief or activity.
• Breastfeeding.
• Political opinion, affiliation, or activity.
• Irrelevant criminal record. • Irrelevant medical record.
• Association with a person who has or is believed to have an attribute.

Elenium Automation shall not discriminate against any recruit with an attribute. A recruit with an attribute shall be considered equally against those recruits without an attribute.

Elenium Automation shall not ask an employee or recruit a question which would result in seeking unnecessary information in attempt to discover an attribute when the attribute has no relevance to the job.

4.6 Prohibition of Sexual Harassment

Unlawful sexual harassment includes.

• Unwelcome sexual advances, requests for sexual favours, or other verbal or physical conduct of a sexual nature particularly when submission to such conduct is made directly or indirectly as a term of condition or employment and/or when submission to or rejection of such conduct is used as a basis for an employment decision affecting the person.
• Creating an intimidating, hostile working environment.
• Conduct which has the purpose or effect of unreasonably interfering with an individual’s work performance.
• Actions/behaviours with the intention of offending, humiliating, or intimidating the aggrieved person.

4.7 Prohibition of Racial Harassment

Unlawful racial harassment pertains to one’s actual or assumed race in relation to one of the following attributes.

• Place of birth
• Nationality
• Colour
• Accent
• Language
• Physical characteristics

Racial harassment includes.

• Jokes relating to racial characteristics.
• Belittling comments
• Offensive mimicry relating to accent or physical characteristics
• Derogatory comments about customs and traditions
• Excluding a person from activities or information because of their race
• Setting different work or conduct standards for people on the basis of their race

4.8 Prohibition of Victimisation

Unlawful victimisation is behaviour displayed by a person against another person who does the following:

• Has made, or intends to make, a complaint.
• Has given, or intends to give, evidence or information in connection with proceedings under this policy.
• Has alleged, or intends to allege, that a person has committed an act which would amount to a contravention to this policy.
• Has done anything in relation to a person under or by reference to this policy.

Victimisation takes place if a person subjects or threatens to subject another person or an associate of the other person to any detriment.

4.9 Prohibition of Bullying

Workplace bullying is defined as repeated and unreasonable behaviour directed towards a worker or a group of workers that creates a risk to health and safety.

Repeated behaviour refers to the persistent nature of the behaviour and can involve a range of behaviours over time.

Unreasonable behaviour refers to the behaviour that a reasonable person, having considered the circumstances, would see as unreasonable, including behaviour that is victimising, humiliating, intimidating, or threatening.

A single incident of unreasonable behaviour is not considered to be workplace bullying, however it may have the potential to escalate and should not be ignored.

Prohibited bullying activities include the following:

• Abusive, insulting, or offensive language or comments.
• Unjustified criticism or complaints.
• Deliberately excluding someone from workplace activities.
• Withholding information that is vital for effective work performance.
• Setting unreasonable timelines or constantly changing deadlines.
• Setting tasks that are unreasonably below or beyond a person’s skill level.
• Denying access to information, supervision, consultation, or resources to the detriment of the worker.
• Spreading misinformation or malicious rumours.
• Changing work arrangements such as rosters and leave to deliberately inconvenience a particular worker or workers.

The following managerial actions are not considered as bullying:

• Setting reasonable performance goals, standards, and deadlines.
• Rostering and allocating working hours where the requirements are reasonable.
• Transferring a worker for operational reasons.
• Deciding not to select a worker for promotion where a reasonable process is followed.
• Informing a worker about unsatisfactory work performance in an honest, fair, and constructive way.
• Informing a worker about inappropriate behaviour in an objective and confidential way.
• Implementing organisational changes or restructuring.
• Taking disciplinary action, including suspension or terminating employment.

4.10 Equal Employment Opportunity (EEO) Training

Periodic EEO training for all employees is vital to help ensure that all personnel have a basic understanding of EEO principles and the complaint process if an employee feels to be a victim of an EEO aggression.

EEO training shall occur during Induction briefs and every three years thereafter and conducted and/or coordinated by Human Resources.

The Chief Executive Officer, or their delegate, may mandate additional training to occur if a negative trend of EEO infractions is noted.

Conduct of Conduct

1.  Purpose

Elenium is committed to providing a safe, supportive and professional working environment for all staff members.  The Code of Conduct outlines the standards of behaviour expected by Elenium of all staff.  It is Elenium’s expectation that the principles in this Code of Conduct will be followed and respected by each staff member at all times.

2.  Scope 

This policy applies to all staff, including full-time, part-time, casual, contract and intern staff members.

3.  Policy

3.1       General Standards of Behaviour

Staff members must, at all times:

• Behave honestly and with integrity and act with care and diligence in the performance of their work;

• Treat everyone, including but not limited to, colleagues, contractors, visitors, clients and customers, with respect and courtesy;

• Foster a work environment that encourages equal opportunity, embraces diversity and does not tolerate discrimination or harassment of any kind;

• Behave in a way that upholds the integrity and good reputation of Elenium;

• Act in the best interests of Elenium at all times in the performance of their work;

• Maintain and take all steps necessary to maintain all Confidential Information in strictest confidence.

• Comply with all Elenium policies and procedures;

• Comply with any lawful and reasonable direction of Elenium, including but not limited to requests to work from the office;

• Use Elenium resources and assets in a proper manner and for a proper purpose;

• Behave in a manner that ensures a safe and healthy workplace for all;

• Not provide false or misleading information to Elenium; and

• Not improperly use their duties, status, power or authority with Elenium to gain, or seek to gain, a benefit or an advantage for the staff member or any other person or entity.

3.2       Ethics and Business Conduct

All staff members must act with honesty, diligence, loyalty and good faith.

Staff members must not engage in conduct which may cause offence, embarrassment or legal liability to Elenium, its clients or suppliers, another staff member or a member of the public.

Staff members must immediately disclose to Elenium any unethical, dishonest, fraudulent or illegal behaviour, or any behaviour which violates Elenium policies, of which the staff member is aware or becomes aware.

3.3       Conflict of Interest

A conflict of interest exists where a staff member’s personal interests or own business interests conflict with the interests of Elenium. This includes where a staff member’s non-work interests may unduly influence work decisions or conflict with the staff member’s performance of their work duties and wherea staff member, or the staff member’s family, friends or associates, uses an advantage gained directly or indirectly from the staff member’s employment with Elenium for the benefit of themselves or another person or entity who is not at Elenium.

Staff members are always to act in the best interest of Elenium and avoid actual or potential conflicts of interest where possible.

Staff members must immediately notify Elenium in writing of any potential or actual conflicts of interest of which they become aware.  This includes, but is not limited to, circumstances in which:

• A member of the staff member’s family is employed by Elenium;

• The staff member or a member of the staff member’s family is employed by a competing business; or

• The staff member or a member of the staff member’s family has an economic interest in a client, supplier or competitor of Elenium, such as the holding of shares.

3.4       Dress Code

Staff members are always expected to present a professional appearance which is suitable for their work environment.

Staff members working in the warehouse must always wear high visibility clothing, either a high visibility shirt and/or a high visibility vest over a shirt. All non-warehouse staff members entering the warehouse must wear a high visibility vest or other clothing apparel which is high visibility in nature.

Staff members must not wear ripped clothing of any sort, low cut clothing, track suits or thongs or open toed shoes.

3.5       Gifts and Gratuities

Staff members are not to directly or indirectly demand or receive any gift or benefit from third parties in respect of work performed or services delivered by them in connection with their employment at Elenium, or from anyone with, or seeking, a business relationship with Elenium.

If refusal of a gift would cause embarrassment, then non-monetary gifts of a nominal value, such as flowers, chocolates and fruit, may be accepted by the staff member and the gift should be reported to their Line Manager who will determine how the gift is to be used.

If a staff member is in any doubt, they should seek advice from their Line Manager.

3.6       Privacy

Elenium abides by the Australian Privacy Principles, and all staff members with access to personal and business information are responsible for ensuring that such information is appropriately handled and stored, is used only for legitimate business purposes and is not used or disclosed contrary to the Australian Privacy Principles.

3.7       Anti-Bribery and Corruption

Staff members must not offer or provide any benefit, to include any payment, gift, hospitality or gratuity, whether monetary or in-kind) to any person with the intention of improperly influencing such person in the exercise of their duties, inducing them to make or refrain from making a decision or to take or refrain from taking an action.

3.8       Breach of Policy

Any staff member who becomes aware of any actual or potential breaches of this policy must report the issue to their Line Manager, other senior manager or the Human Resources Manager as soon as possible.

Any staff member who is found to have breached this policy will be subject to disciplinary action, up to and including termination of employment.

Drug and Alcohol Policy

1. Purpose

Elenium is committed to providing a healthy environment within which employees can thrive. The Drug and Alcohol Policy provides a framework consistent with legislative requirements to minimise drug and alcohol related harm to individuals, property and the reputation of the business.

2. Scope

This policy applies to all staff, including full-time, part-time, casual and contract employees.

3. Definitions

• Alcohol: Any alcoholic beverage.
• Drug: Any substance that may result in physical, psychological or behavioural changes that may cause impaired performance and include intoxicating products, illicit medication (prescribed and nonprescribed) and illicit substances.

4. Procedure

4.1 Elenium Automation Drug and Alcohol Policy

Drug and alcohol use can lead to impairment, impacting adversely on health and safety in the workplace.

For the purpose of this policy, drug and alcohol abuse are defined as a condition where consumption of these substances by an individual has an adverse effect on their health, safety and work performance.

4.2 Fitness for Work

Staff members are responsible for managing their own fitness for work, however Elenium maintains a responsibility to prevent or minimise the potential for alcohol and drugs to contribute to work related incidents or injury and, also, a duty of care to all staff members and visitors.

Whilst Elenium does not want to intrude into the private lives of its staff members, if drugs or alcohol have a direct impact on an individual’s work performance or on safety standards, Elenium Automation has a duty of care and a responsibility to intervene.

4.3 On Call Staff

Staff members who are rostered “On Call” must ensure that are fit for work for the entire period while they are On Call.

4.4 Drugs

Elenium encourages staff members to adhere to the appropriate use of medicine, either over-the-counter or prescribed by a medical practitioner or permitted by law. Where a staff member is on prescribed medication which may impair their judgement or performance, they must notify their manager.

Staff members who are deemed to be unfit to carry out their primary duties due to taking over-the-counter or prescribed medication which may impair their judgement or performance may be given alternate duties or may be encouraged to work from home or take personal leave.

The carrying, storing, selling or use of illicit drugs on company premises or while representing Elenium away from company premises is not permitted at any time.
4.5 Alcohol

Elenium does not prohibit staff members from consuming alcohol during their lunch break provided they continue to be fit for work.

At times, Elenium may make alcohol available to staff members who are at least the age of consent, however it is the staff member’s responsibility to ensure that they maintain their fitness for work.
While attending Client/Customer offices/facilities, the client/customer may offer alcohol at functions, lunches or meetings. The staff member maintains responsibility for their safe conduct.

4.6 Business and Social Functions

Business and social functions hosted by Elenium are work related functions for the purposes of this policy. The terms of this policy will apply regardless of whether the function is during or outside ordinary working hours, paid or unpaid and on Elenium’s premises or an offsite location.

In circumstances where Elenium authorises the consumption or supply of alcohol at social functions, staff members should assume that the same standards of conduct and restrictions on impairment, including intoxication that apply while the staff member is at work or whilst performing work for Elenium, apply to the function.

4.7 Breach of this Policy

All staff members are required to comply with this policy. Any breach of this policy may result in disciplinary action, up to and including termination of employment.

Work Health and Safety Policy

1. Purpose

This policy outlines Elenium Automation’s responsibilities and commitment to ensure a safe workplace for all persons who attend an Elenium Automation workplace.  The policy additionally covers compulsory Work Health and Safety (WHS) training for all staff.

2. Scope

This policy applies to all staff, including full-time, part-time, casual and contract employees.

3. Definitions

TERM	COMMENT
Due Diligence	The care a reasonable person exercises to avoid harm to other persons or property.
Duty of Care	A moral or legal obligation to ensure the safety or wellbeing of others.
Hazard	Something currently, or may be in the future, in the work environment that has the potential to cause harm to people.
Incident	An instance of something happening, to include but not limited to, injuries, accidents, security-related issues, property damage, theft or a near miss.
Officer	In terms of WHS under the WHS Act 2011, a person who has significant decision-making abilities and financial control over a Person Conducting a Business or Undertaking (PCBU) or a substantial part of a PCBU.
Person Conducting a Business or Undertaking(PCBU)	A broad term used throughout WHS legislation to describe all forms of modern working arrangements.
Risk	Exposure to danger, harm or loss.
So Far As Reasonably Practicable	The degree of risk in a particular situation that can be balanced against the time, trouble, cost and physical difficulty of taking measures to avoid the risk.
Staff Member	All personnel within the work place, to include full-time, part-time, casual and contract employees.
Work Health and Safety (WHS)	The discipline concerned with protecting the health and safety of all stakeholders in the workplace from exposure to hazards and risks resulting from work activities.

 

4. Policy

4.1           Elenium Automation Work Health and Safety (WHS) Policy

It is Elenium Automation policy that each staff member shall be provided with a safe and healthy place in which to work, and that our workplaces will not compromise the health and safety of others present at the workplace.

To achieve this policy, management will make every reasonable effort in the areas of hazard and risk identification, risk assessment, control and review as well as health preservation and promotion.  These aspects of working conditions will be given top priority in the organisations plans, procedures, programs and job instructions.

In conjunction with this policy, a series of procedures on specific health and safety matters will be prepared and issued.  Elenium Automation is committed to continual improvement of health and safety performance and the elimination of workplace injury and illness.

4.2     Elenium Automation’s Duty of Care

Elenium Automation has a primary duty of care to:

• Ensure, so far as reasonably practicable, the health and safety of workers while at work;

• Ensure, so far as reasonably practicable, the health and safety of others is not put at risk from work carried by Elenium Automation;

• Provide and maintain, so far as reasonably practicable:

o A healthy and safe work environment; o Safe plant and structures; o Safe systems of work.

• Ensure, so far as reasonably practicable:

  • Safe use, handling and storage of plant, structures and substances;

  • Adequate facilities, to include facility access, for the welfare of workers at work;

  • The provision of any information, training, instruction and supervision necessary to protect all persons from risk to their health and safety; o Monitoring of workers health and the conditions of the workplace.

4.3 Responsibilities of Senior Management

As an “Officer” under WHS legislation, those in a position of Senior Management must exercise due diligence to ensure Elenium Automation complies with the primary duty of care.  To exercise due diligence, each person within the Senior Management team will take reasonable steps to:

• Acquire and keep up-to-date knowledge of WHS matters;

• Gain an understanding of the nature of Elenium Automation’s operations and generally of the hazards and risks associated with those operations;

• Ensure that Elenium Automation has available for use, and uses, appropriate resources and processes to eliminate or minimise risks to health and safety from work carried out as part of the business;

• Ensure that Elenium Automation has appropriate processes for receiving and considering information regarding incidents, hazards and risks and responding in a timely way to that information;

• Ensure that Elenium Automation has, and implements, processes for complying with any duty or obligation of Elenium Automation under the WHS Act; this includes: o Reporting notifiable incidents o Consulting with workers

  • Ensuring the provision of training and instruction to workers about WHS

• Verify the provision and use of the resources and processes in reference to eliminating or minimising risk and implementing processes for compliance to WHS duties.

4.4      Responsibilities of Managers and Supervisors

Managers and supervisors will be held accountable for working conditions under their control and for the extent of information, instruction, training and supervision given on health and safety matters to workers and others.  They are to provide the initiative and follow-up action to maintain this policy within their own areas, to include:

• Integration of WHS into all decision making;

• Identify, assess and control risks;

• Review risk control measures;

• Discuss WHS at team meetings;

• Indentify training needs and enable training as required;

• Provide and maintain a safe workplace;

• Support the safe and early return of injured staff members, where applicable.    

4.5          Responsibilities of All Staff Members

All staff members share responsibility for their own health and safety and that of their co-workers and others affected by work practices.  The success of the organisation’s WHS program rests on the willingness of everyone to cooperate and work collectively so as to eliminate, minimise and control health and safety risks, to include:

• Comply with all WHS policies, procedures and programs implemented by

Elenium Automation;

• Work in a manner that is safe and does not create risks to themselves or others and take all reasonable care to ensure their own health and safety in the workplace;

• Report and assist to rectify hazards and risks;

• Report incidents resulting in an injury and/or near miss;

• Duty to not endanger others by their acts or omissions;

• Participate in return to work programs, where applicable.

4.6            Work Health and Training (WHS) Training

Periodic WHS training for all employees is vital to help ensure that all personnel have a basic understanding of WHS principles.

WHS training shall occur during Induction briefs and every three years thereafter and conducted and/or coordinated by Human Resources.

The Chief Executive Officer, or their delegate, may mandate additional training to occur if negative WHS trends or infractions are noted.

Purchase Order – Standard Terms & Conditions

1.       DEFINITIONS

1.1      Unless the context otherwise indicates:

Buyer means Elenium Automation Pty Ltd (ABN: 65139 270205)

Dollars or $ means Australian dollars (unless expressly stated otherwise).

Intellectual Property means all intellectual property rights, whether registered or unregistered, including without limitation, copyright, trademarks, patents, design rights, data, inventions, trade secrets, know-how, rights in relation to any circuit layout, product, work, discovery, process, word, phrase, symbol, design, application or other thing capable of protection and the right to have confidential information kept confidential.

Latent Defects means any deficiency in design, materials or workmanship which could not readily have been discovered prior to or on delivery and which causes the Supplies to function incorrectly, or to differ from the specification set out or referred to in the Order.

Law means any statue, regulation, by-law, ordinance or subordinate legislation in force from time to time in any jurisdiction applicable to the transactions under these Terms.

Notified Bodies means a conformity assessment body authorized to perform defined conformity assessment activities within the scope of the European Directives.

Order means these Terms and the associated purchase order issued by the Buyer, including any document, plan or specification incorporated by reference in the purchase order.

Pre-existing Intellectual Property means Intellectual Property that already exists on the date of the Order, or subsequently comes to exist otherwise than in connection with the Order.

Price means the price to be paid by the Buyer to the Supplier for the Supplies, as specified in the Order.

Supplier means the person, company, partnership, joint venture, firm, or other ntity specified in the Order as supplying the Supplies.

Supplies means the subject matter of the Order and includes all goods, services, products, materials, parts, components, assemblies, tools, dies, data, designs and information referred to in the Order relating to the Supplies and/or their use, operation, installation, and maintenance) or any other items described in the Order, including (without limitation) raw materials, spares, incomplete items and work-in-progress.

Terms means these Purchase Order – Standard Terms & Conditions.

2.       TERMS OF ENGAGEMENT

2.1      These Terms apply to all Orders placed by the Buyer whether relating to a purchase or a series of purchases, the rental of goods or the provision of services.

Subject to clause 2.7, the Order contains the entire agreement of the Buyer and the Supplier in relation to the Supplies and can only be varied in writing signed by both parties. Any terms or conditions proffered by the Supplier shall not form part of the Order unless specifically incorporated by reference into the Order.

2.2      Any provision of Supplies must be the subject of an Order issued by the Buyer.

By accepting the Order, the Supplier acknowledges that it has received all information required to fulfil its obligations.

2.3      By accepting the Order, for Suppliers who are manufacturing parts against Buyer’s drawings or specifications, the Supplier acknowledges and agrees to announced and unannounced audits by the Buyer, Notified Bodies or Competent Authorities as required.

In the event of any conflict, ambiguity or inconsistency between these Terms, the associated purchase order and any agreement signed by the Buyer and the Supplier for the provision of the Supplies (if applicable), the following will prevail in descending order of priority to the extent of the conflict, ambiguity or inconsistency:

            a.    the attached purchase order (including any document, plan or specification incorporated by reference in it);

any agreement signed by the Buyer and the Supplier for the provision of the Supplies; and

           b.    these Terms.

2.4      The Buyer may at any time, by written request, propose changes to the specification of the Supplies, quantity or delivery date. The Supplier shall advise the Buyer in writing of any effect on the price or delivery date that such change would occasion and the Buyer shall instruct the Supplier in writing as to whether to proceed with the proposed change. The Order shall not be varied except with the express written agreement of the Buyer.

The Buyer reserves the right to cancel the Order in accordance with clause 11.

3.       PACKAGING AND SHIPPING

3.1      Packaging must: (i) conform to any specifications set out or referred to in the Order; (ii) conform to instructions given by the Buyer from time to time; and (iii) comply with usual industry practice, applicable customs, export, import, quarantine and other applicable Laws and requirements, including where relevant, those governing the dispatch and/or transportation of hazardous goods or cargo.

All packaging must prevent damage or deterioration of the Supplies in the course of loading, transit (including storage in transit) and unloading.

3.2      Packing and delivery slips or advice notes shall accompany all deliveries of the Supplies and must include the Buyer’s Order number.

In the event that the Buyer provides a written request for inspection of the Supplies prior to delivery, the Supplies are not to be dispatched from the Supplier’s premises before an approved inspection is carried out. Any such inspection shall not constitute final acceptance of the Supplies by the Buyer until received by the Buyer.

3.3      Supplies shall be shipped in one lot unless the Order provides for delivery in instalments or unless otherwise agreed by the Buyer.

4.       DELIVERY, TITLE AND RISK

4.1      Unless otherwise specified in the Order, the Supplier shall deliver all Supplies at its expense undamaged to the delivery address specified in the Order during the Buyer’s normal business hours, unless otherwise notified in writing by the Buyer. The Supplier shall ensure that a description of the goods, their quantity, any applicable part numbers and the Order number are visible upon delivery.

Time is of the essence for the performance of the Supplier’s obligations and the Supplier shall take all necessary steps to avoid or reduce any delay in delivery. The Supplier must inform the Buyer as soon as it becomes aware of any delay or potential delay in the delivery of the Supplies. The Buyer may reject Supplies and cancel the Order or any part of it where the Supplies are not delivered or performed on time. In such an event, the Supplier shall, at its own cost and risk, organise the return to the Supplier of any Supplies rejected by the Buyer.

4.2      Subject to clause 4.4, ownership of and risk in the Supplies shall pass to the Buyer upon completion of delivery to the Buyer. Delivery of the Supplies is completed when the Supplies are in the place nominated by the Buyer on the Order or in writing as the place of delivery and a person authorised by the Buyer has signed a delivery docket acknowledging receipt of the Supplies in satisfactory condition.

Where the Order provides for progress payments prior to delivery, ownership in the Supplies, including unfinished Supplies, shall pass to the Buyer upon the first progress payment being made. Risk in the Supplies shall remain with the Supplier until delivery.

4.3      Delivery of the Supplies is to be in accordance with the Order and at the time nominated by the Buyer in the Order or otherwise stipulated by the Buyer. The Buyer may at any time amend the times and/or manner of delivery of the Supplies.

Supplies delivered subject to a shelf life must have a substantial amount of shelf life remaining upon delivery, sufficient for the purpose for which the Supplies are required.

4.4      The Supplier shall maintain an effective quality assurance system for control of material quality, assembly, testing, packaging and shipping.

The Supplier shall notify the Buyer of any changes in the Supplies prior to any implementation of any changes that affect the ability of the Supplies to meet the specified Order requirements.

5.       PRICING AND PAYMENT

5.1      Unless otherwise stated in the Order, the Price is fixed, is not subject to exchange rate fluctuations and includes the cost of packaging and delivery.

The Price includes any applicable Goods and Services Tax, excise, consumption or other applicable tax or duty unless otherwise specified in the Order.

5.2      Invoices are payable within the period stipulated in the Order, or in the absence of such a stipulation, 30 days from end of month after receipt of a correctly rendered invoice. Incomplete invoices will not be processed.

Invoices are to be issued to the Buyer’s address as stated in the Order and are to include the corresponding Order reference number and identification details of the Supplies. Invoices must be provided in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.3      The Buyer may query any invoice presented by the Supplier and require correction of any error, whether or not the invoice relates to a payment already made or purports to set a time limit for raising queries.

The Buyer reserves the right to deduct or set off amounts owed by the Supplier to the Buyer from any monies owed by the Buyer to the Supplier.

6.       WARRANTIES

6.1      Unless agreed otherwise, for a period of 12 months from the later of the date of: (i) delivery; (ii) acceptance; and (iii) installation and/or use of the Supplies, and for a further period of 12 months thereafter in the case of Latent Defects, the Supplier warrants to the Buyer that:

            a.    notwithstanding any inspection by the Buyer or its agent and despite delivery of the Supplies, the Supplies are:

i.      of merchantable quality; and

are fit for the purposes for which the Buyer proposes to use the Supplies (the Supplier being deemed to know the purposes for which the Buyer proposes to use the Supplies and acknowledges that the Buyer is relying on the Supplier’s judgment that the Supplies are reasonably fit for those purposes); and

ii.     conform to the requirements of the Order, including any technical or operational requirements advised by the Buyer; and

are free from all defects and deficiencies whether in design, performance, materials or workmanship; and

iii.    correspond to any samples supplied by the Supplier to the Buyer; and

are newly manufactured, except where otherwise agreed with the Buyer.

           b.    the Supplies, their design, construction, ingredients, quality and packaging comply with all relevant Laws and requirements in force at the places of manufacture, shipment and delivery; and

the Supplies do not infringe the Intellectual Property rights of any person; and

            c.    that none of the Supplier, its subcontractors or any other person has a lien, mortgage, charge or other security interest of any type in or over any of the Supplies.

6.2      The Supplier shall, without delay and at Supplier’s risk and expense, repair, replace or re-perform (at the Buyer’s discretion) non-conforming or defective Supplies in the event of a breach of clause 6.1 and the terms of this clause 6 shall apply to any such repaired, replaced or re-performed Supplies. Alternatively, the Buyer may, at its option, either (i) reject the Supplies (in whole or in part); (ii) cancel the Order, or any part of it; or (iii) delay acceptance of the whole or any part of the Order.

If the Supplier fails to rectify a defect or non-conformance (including any Latent Defect) in the Supplies within the time specified by the Buyer, the Buyer may have such defect or non-conformance rectified by a third party and recover the costs from the Supplier.

6.3      The Supplier warrants to the Buyer that, wherever relevant, adequate spare parts and services will be available to the Buyer at a reasonable cost for a period of 5 years from the date of completion of the Order by the Supplier.

7.       INDEMNITIES

7.1      The Supplier hereby agrees to indemnify and hold harmless the Buyer in respect of all actions, claims, proceedings, demands, losses, costs, charges and expenses (including any indirect, incidental, special or consequential loss, any loss of revenue, loss of profits, loss of business opportunities, loss of anticipated savings, damage to goodwill and damage to reputation and also including the cost of settling any pending or threatened proceedings, including legal expenses on a solicitor and client basis) arising from or incurred by reason of:

            a.    breach of the Order or negligence by the Supplier;

loss or damage to property or injury to, or death of, persons caused or contributed to directly or indirectly by the Supplier in connection with the Order or the Supplies;

           b.    actual or alleged infringement or breach of any Intellectual Property anywhere in the world arising out of or resulting from the sale or use of the Supplies or their incorporation in other goods or materials;

any claim made against the Buyer by any third party arising directly or indirectly from or as a result of the Supplier’s failure to deliver the Supplies in accordance with the requirements of the Order;

            c.    any breach of clauses 6.1 or 6.2 by the Supplier;

defective goods, workmanship, design or services supplied or provided by the Supplier pursuant to the Order; or

           d.    any breach by the Supplier of clause 13.

7.2      Each indemnity in this Order is a continuing obligation and survives the termination of this Order.

8.       CONFIDENTIALITY

8.1      For the purpose of this clause “Proprietary Information” means all information, documents, data and materials in whatever form, disclosed or to be disclosed by the Buyer to the Supplier in connection with the Order including (without limitation) pictures, plans, models, samples, mock-ups, specifications, blueprints, electromagnetic reproductions, performance details and requirements, sub-assembly and assembly drawings, costs, lists, instructions, reports, know-how, trade secrets, manufacturing data, software, models and intellectual or industrial property.

8.2      Supplier hereby covenants with the Buyer that the Proprietary Information:

            a.    must not, without the prior written consent of the Buyer, be disclosed, revealed, copied, published, reproduced, or in any way used for any purpose other than for performing the Supplier’s obligations under the Order; and

will be kept protected, in a secure place and in strict confidence; and

           b.    will, on request by the Buyer, be returned to the Buyer (together with any copies of material containing the Proprietary Information and any records containing references to it), or destroyed in the manner requested by the Buyer with such destruction being certified to the Buyer by an authorised officer of the Supplier;

will not be disclosed nor caused to be disclosed directly or indirectly to any third party, except to the Supplier’s employees and subcontractors who have a need to know for the purpose of fulfilling its obligations under this Order, provided that the Supplier informs such employees and/or subcontractors of the confidential nature of the Proprietary Information and uses its best endeavours to prevent such employees and/or subcontractors from using or disclosing Proprietary Information for any other purpose; and

            c.    will be used solely for the purpose of performing the Order.

8.3      The Supplier shall not, in any manner, reveal, or publish the fact that it has contracted with the Buyer or any details in relation to the Order, unless otherwise agreed by the Buyer in writing.

The expiry or termination of this Order or the delivery of the Supplies does not relieve the Supplier or its employees, representatives and subcontractors from complying with the obligations imposed with respect to the use and protection of the Proprietary Information.

9.       INSURANCE

9.1      The Supplier shall effect sufficient insurance with a reputable insurer to cover its liabilities in connection with the Order. Where the Supplies are physical goods, the Supplier undertakes to insure and keep insured at all times the Supplies for their full replacement value with a reputable insurer, together with any materials lent by the Buyer in accordance with clause 13.

Should the Supplier be required to enter the Buyer’s premises or worksites to carry out any work related to the Order, the Supplier must effect and maintain at its cost adequate workers. compensation insurance with a principals indemnity extension (where applicable in the relevant jurisdiction) and public liability insurance in sufficient amounts to cover its liabilities in connection with the Order.

10.     TERMINATION

10.1   The Buyer may terminate the Order immediately, without incurring any liability to the Supplier, if:

            a.    there is any material breach of the Order by the Supplier (including any substantial delay in shipment of any part of the Supplies beyond any delivery date specified in the Order or otherwise notified to the Supplier); or

the Supplier ceases or threatens to cease to trade, becomes insolvent, goes into any form of administration, receivership or liquidation, is made subject to any petition or proceedings taken for the Supplier’s compulsory winding up, is made subject to the supervision of a court, enters into a scheme or arrangement with its creditors or becomes the subject of any order or proceedings relating to its solvency or, in the reasonable opinion of the Buyer, is likely to do any of the foregoing; or

10.2   On termination, the Buyer may:

            a.    refuse to accept any undelivered Supplies;

at the Supplier’s risk and expense, return to the Supplier any of the delivered Supplies which cannot be used without the undelivered Supplies. In such an event, the Supplier indemnifies the Buyer for any monies paid in respect of the returned Supplies;

           b.    enter into any premises and take away all finished and unfinished Supplies or material in which the Buyer has property; or

institute proceedings, including but not limited to, claiming compensation by way of damages in respect of any loss or damage suffered or sustained directly or indirectly by the Buyer including consequential loss and loss of profits.

10.3   If, as a result of default in performance by the Supplier, the Order is terminated in whole or in part and it is necessary to procure any of the Supplies elsewhere, the Supplier shall be liable to the Buyer to the extent that the cost of replacement supplies exceeds the amount which would have been due to the Supplier, had it satisfactorily completed the Order.

The Buyer may, on written notice to the Supplier, cancel the Order or any part of it. The Supplier must immediately cease or reduce work as specified in the notice and do everything possible to minimise losses resulting from the cancellation. The Supplier may submit a claim for compensation (together with suitable vouching of the sums claimed) in respect of its direct losses arising from the cancellation and the Buyer shall pay such sums as are fair and reasonable. In no circumstances will the Buyer be liable for consequential or indirect loss, loss of profits, or any sum in excess of the value of the Order.

11.     PROHIBITED SOFTWARE

11.1   For the purposes of this clause “Prohibited Software” means software that incorporates or embeds software in, or uses software as part of, bundled with, or alongside any: (1) open source or “free” software, library or documentation; or (2) software provided under a licence that requires the software to be licensed for the purpose of making derivative supplies, or to be redistributable at no charge, or obliges the Buyer to make the software (or any object code and/or source code formats incorporated in it) available to or accessible by any third party.

Unless the Supplier has obtained the Buyer’s prior written consent, the Supplier shall not use in connection with the Order, or incorporate into any part of the Supplies, any Prohibited Software.

12.     BUYER FURNISHED PROPERTY

12.1   Any free-issue materials and/or property furnished by the Buyer to the Supplier for the purposes of the Order (“Buyer Materials”) are lent to the Supplier for purposes of the Order only and title thereto shall at all times remain with the Buyer. The Supplier shall be responsible for the safe custody and proper maintenance of Buyer Materials while in its custody and their prompt return (at the Supplier’s cost) upon delivery of the Supplies. Buyer Materials may not be modified, altered, destroyed, damaged or used for any purposes other than for the fulfilment of the Order.

The Supplier shall indemnify the Buyer in respect of any loss or expense arising from the Supplier’s failure to return any Buyer Materials in the condition in which they were lent to the Supplier, except for reasonable wear and tear due to their use in accordance with the Order, or as an integral part of the Supplies.

12.2   The Supplier must provide all reasonable assistance (including the provision of information) to the Buyer in order to allow the Buyer and its related entities to comply with their obligations under any Anti- Slavery Laws or reduce the risk of Modern Slavery.

13.     COMPLIANCE WITH LAWS

13.1   Each party must, in the performance of its obligations in relation to this Order, comply with all applicable Laws, including all workplace health and safety, hazardous substances, dangerous goods and environmental protection Laws (and any mandatory directions or notices issued by any relevant Government Agency in respect of such Laws).

14.     BUSINESS CONDUCT

14.1   (Privacy and Data) Each party must comply with all applicable privacy, information security, data protection and export control laws in relation to the Supplies and the Order.

(Anti Slavery) The parties must not permit, and must ensure their controlling entities (f any) do not engage in or permit any acts of Modern Slavery in their organisation, operations or supply chain, where “Modern Slavery “means conduct which would constitute an offence under Division 270 or 271 of the Australian Criminal Code (Cth) or equivalent Laws in any jurisdiction applicable to a party, including slavery, servitude, forced labour, deceptive recruiting, forced marriage, debt bondage, any form of human trafficking and any form of child labour prohibited by Law.

14.2   (Anti-bribery and Corruption) The parties must not offer or provide any benefit (including any payment, gift, hospitality or gratuity, whether monetary or in-kind) to any person with the intention of improperly influencing such person in the exercise of their duties (including to make or refrain from making or taking a decision or action) and must comply with the Criminal Code Act 1995 (Cth) and any similar anti-bribery or anti-corruption Laws applicable to a party in relation to this Order.

(Anti-Money Laundering) Each party must comply with the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and any equivalent Laws in any jurisdiction applicable to a party in relation to any transactions undertaken pursuant to these Terms of Sale.

14.3   (Trade Control) Each party must comply with any economic or trade sanctions Laws applicable to that party.

(Conflict of Interest) Each party must disclose to the other party any conflict of interest which exists or is likely to arise in relation to the Order.

14.4   (Compliance) Each party must: (a) provide reasonable assistance (including the provision of information) to the other party in order to enable their compliance with the obligations under clause 15; and (b) must notify the other party of any breach of their obligations under this clause 15 which relate to the Supplies or this Order.

15.     GOVERNING LAW

15.1   The Order is governed by the laws of the State of Victoria and the parties hereby submit to the exclusive jurisdiction of the courts of the State of Victoria

16.     GENERAL

16.1   For the purposes of interpreting these Terms: (a) where a word or phrase is defined its other grammatical forms have a corresponding meaning; (b) a reference to legislation includes all regulations and other delegated legislation made under it, and includes any amendments, consolidations, re-enactments or replacements; and (c) the use of the word includes or including is not to be taken as limiting the meaning of the words or terms preceding it.

No failure or delay in exercising a power or right shall operate as a waiver of that power or right, unless in writing and signed by the waiving party.

16.2   Rights and remedies set out herein are cumulative and are in addition to all other rights and remedies available at law.

The invalidity of any term or condition incorporated into the Order shall not affect or invalidate any other term or condition.

16.3   Notices must be in writing and may be delivered to a party by hand, pre-paid mail or e-mail at the address set out on the Order or as otherwise notified by the parties to each other in writing.

The Supplier may not sub-contract, transfer, assign, hold in trust for another, or otherwise dispose of or charge all or any of its rights, obligations or interests under this Order without the prior written consent of the Buyer. The Buyer may assign its rights in the Order to any other company in the group of companies of which the Buyer forms part.

16.4   The Supplier shall notify the Buyer of any change in corporate structure by merger, consolidation, dissolution or other change such as change of name, change of address, as soon as practicable.

All communications in relation to the Order and all documentation, labels and drawings relating to the Supplies shall be in the English.