Definitions:
a) "Purchaser" means any person, company, firm or corporation or where relevant its subsidiary or related companies that issues the Purchase Order for the purpose of procuring materials, equipment, labour or services from Startco Pty Ltd.
b) "Supplier" means Startco Pty Ltd, to whom the purchase order or contract is addressed.

Standard Conditions:
1. Technical Representation: Any technical data, performance figures or published tolerances provided by the supplier are based upon information stated by our suppliers or previous experience with similar installations or applications. We shall not be liable whatsoever, whether for damages or otherwise for failure to attain such technical performance data unless we have specifically guaranteed, in writing, such performance data in accordance with our suppliers published technical performance figures.

2. Equipment Modifications:
Unless otherwise stated, all equipment design and drawings provided or produced by the supplier, remains the property of this company and may be modified by the supplier, or our suppliers without notice and without incurring any obligation or liability in respect thereof at any time prior to delivery. Should any alternation, modification or variation to the equipment design be performed prior to delivery, the supplier will advise the purchaser in writing of such changes and as a result of the changes the purchaser is will not be liable for any increased charge/s and the goods will be of equal or better performance than that stipulated in the purchase order or contract. Plans, drawings and specifications must not be disclosed by the purchaser to any third party without the written consent of the Managing Director of the supplier.

3. Quotations and Tender Offers:
Quotations and tender offers are made on the understanding that the following provisions, unless otherwise agreed in writing, shall apply to all orders given to, and accepted by the supplier.
a) Acceptance of our quotation or tender offer waivers any contractual or commercial conditions, on the purchaser's form of acceptance, which are inconsistent the suppliers Standard Conditions of Sale.
b) Orders given to and accepted by the supplier are not subject to cancellation accept with our consent and in line with standard codes of practice.
c) We reserve the right to revise or withdraw quotations at any time prior to acceptance.
d) Unless previously withdrawn, a quotation or tender is valid for thirty (30) days, or such other period as stated therein. A quotation is not to be construed as an obligation to sell but simply an offer to treat and no contractual relationship shall arise there-from, until the purchaser's official purchase order or contract is accepted by the supplier.
e) Quotation/s and tender offer/s provided by the supplier, must not be disclosed to any third party without the written consent of the Managing Director of the supplier. Official quotations may only be copied for use within the purchasers company and only for the specific purpose relating to the project for which the quotation is provided.

4. Variation in Rates:
If, within the validity period of the quotation or tender offer, or during the execution of the Purchase Order or Contract; the cost of the contract to Startco is increased or decreased due to increase or decrease of; overseas exchange rates, customs duty, sales tax, primage, insurance, freight, tariff, suppliers CPA adjustments, or any other variation imposed on the supplier beyond our control, then we reserve the right to increased or decreased the quoted price/s accordingly
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5. Delivery:
Delivery time stated is an estimate only and shall date from the receipt of the purchaser's official written order with all relevant information for the supplier to proceed. Every reasonable effort shall be made by the supplier to provide delivery on or before the estimated delivery date. Delivery on the quoted date cannot be guaranteed and failure to meet the estimated delivery date shall not give a right of cancellation or refusal of delivery or render the supplier liable for damages. Without prejudice to this provision, the supplier shall not be liable for any delays arising from strikes, lockouts, accidents, shortage of materials or labour, shipping delays, wars or any other cause beyond our control.

6. Delay Costs:
We reserve the right to claim all extra costs incurred by the supplier due to, or caused by, any act or omission or variation on the part of the purchaser or any agent of the purchaser, which results in additional work or delays in delivery.

7. Force Majeure:
An extension of time to the completion date/s or estimated delivery date/s shall be applicable for the period of delay resulting from the case of forced majeure, which shall apply when delivery is delayed by circumstances beyond the reasonable control of the supplier or its subcontractors. Force majeure being defined as; circumstances including but not limited to, flood, fire, earthquake, cyclone, typhoon, tidal waves, or other act of God, war, civil commotion, strike or other industrial action, nuclear accident and changes to government legislation.

8. Packaging and Crating:
Unless otherwise stated in our quotation/s or tender offer/s, the cost of packaging and crating is not included for any other than standard supplier packaging or as deemed necessary by the supplier. Every effort shall be made by the supplier to ensure the goods are shipped in suitable packaging for the destination and transport method, however, any additional packaging or crating required by the Purchaser and not specifically stated as being included in our quotation/s or tender offer/s will be to the Purchaser's account.

9. Freight and Charges:
Unless otherwise stated in our quotation/s or tender offer/s, prices quoted are based on Ex-Startco Premises. No allowance is made for payment of transport, insurance and unloading costs. Unless otherwise agreed, freight and insurance is charged to the purchaser's nominated transport company and account. Startco will not be liable for equipment damaged in transit unless delivery is "free into purchaser's store". In the event that the supplier is instructed to utilise the services of our nominated transport company and freight is charged to our account, the incurred costs will be charged to the Purchaser as "Freight" on our official Tax Invoice and shall form part of the Official Purchase Order or Contract.

10. Ownership of Goods:
The goods shall remain the property of the supplier until full payment is received. We reserve the right to recall part or all goods that have not been paid for in full by the payment terms as stated herein, or as otherwise mutually agreed. We reserve the right to enter the purchaser's premises at any reasonable time to take possession of and removal of any goods for which payment has not been received in full.

11. Inspection and Testing:
Inspection and testing of goods is performed in accordance with the supplier's standard practice and will be carried out at the place of manufacture or elsewhere at the supplier's option. These inspections and tests, together with any other inspections and tests as specified in our quotation or tender offer are the only tests included in the quoted price. Should the purchaser require additional tests or witness tests, these shall be subject to mutual agreement and may incur additional costs over and above to the quoted price. After seven (7) days notice that the supplier is ready to perform the mutually agreed witness tests, such tests may proceed in the absence of the purchaser or his representative and the tests shall be deemed to have been made in the presence of the purchaser. The supplier will not liable for any damages or penalties resulting from the absence of the purchaser, or his representative, of such witness tests.

12. Payment Terms:
Unless otherwise agreed in writing, all Tax Invoices submitted are to be paid in full within Thirty (30) days after the End of the Month in which the Tax Invoice is dated. Should payment not be made to the supplier in accordance with our terms and conditions, we reserve the right to apply additional weekly charges to the client's Purchase Order, based on our bank overdraft interest charges.

13. Goods and Services Tax
Any tax (including GST) or duty which becomes payable by the supplier on the sale of the goods prior to the payment of the invoice by the purchaser shall be to the purchaser's account. In the event that the supplier may at its option issue a substitute invoice which includes such tax or duty or issue an additional invoice for such tax or duty, which will be paid by the purchaser. Unless otherwise stated in our quotation/s or tender offer/s, price/s quoted are exclusive of G.S.T. The official rate of the day of G.S.T. is to be applied to the quoted price by the purchaser, and shall appear on the purchaser's official purchase order and is payable by the purchaser to the supplier, forming part of the purchase order.

14. Warranty:
The supplier warrants that the equipment supplied by the supplier under our Standard Conditions of Sale will be free from defects in material, workmanship, and title and will be of the type and quality nominated in our quotation or tender offer. The supplier expressly warrants to repair or replace at our option, ex-works Startco premises, within a period not exceeding eighteen (18) months from the date of supply or twelve (12) months from the date of commissioning (whichever is the sooner), any part which may prove defective through bad workmanship or materials, provided that such defective parts are promptly reported and returned free to our premises unless otherwise agreed, however, the warranty part/s is to be supplied on the condition that the supplier shall not be liable for losses through stoppages, nor for any contingent, consequential or special damages arising from such defect. Materials and equipment not manufactured by the supplier shall be covered by the warranty of the original manufacturer only and their express conditions. Notification shall be given to the supplier prior to returning such equipment. The supplier reserves the right to relinquish any warranty if the product has been modified or tampered with in any way, or the equipment has not been properly stored, installed and maintained in accordance with the manufacturers recommendations. All transport cost to and from the supplier premises for warranty equipment will be chargeable to the purchasers account.

15. Patents and Design Rights:
In the event of any claim or claims in respect of any infringement of a Registered Design, Trademark, or Copyright or Letters Patient, the specification of which is published prior to the date of quotation, relating to any part of the equipment supplied by the supplier (other than a part used on a design specified by the purchaser) the supplier will at his expense replace or modify such part with a non-infringing part or procure for the purchaser the right to use such a part provided the supplier is given the full opportunity to conduct all negotiation in respect of such claims but in no event shall the supplier incur any liability for losses arising from use or non-use of any infringing part. The Purchaser warrants that any design or instructions furnished or given by him shall not be such as to cause the supplier to infringe any Letters Patient, Registered Design, Trademark or Copyright in execution of the purchase order.

16. Bankruptcy, Liquidation and Default:
If the purchaser defaults in the due observance or performance of any or all of his obligations under the contract or; i) being a person, dies or commits an act of bankruptcy; ii) being a company, takes or shall take against it, any action for the winding up of the company or the placing of the company under official management or receivership other than for the purpose of reconstruction then the supplier, at its option and without prejudice to any other rights it may have under the contract or at law, shall give notice in writing to the purchaser and after fourteen days from such notice may, unless otherwise provided by law: a) determine the contract and/or suspend manufacturer or delivery of any equipment then outstanding b) retain any security given or moneys paid by the purchaser and apply this against the assessed loss and damages incurred by the supplier in the performance if the contract.

17. Arbitration:
If at any time, any question, dispute or difference whatsoever shall arise between the supplier and the purchaser upon or in relation to or in connection with the contract or purchase order either may give notice to the other in writing of the existence of such question, dispute or difference and the same may, with the agreement of the parties, be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within thirty (30) days of the receipt of such notice, of some person appointed by the President for the time being of the Institute of Arbitrators and Mediators of the State of Queensland, or in the event that neither party is willing or able to act, by an arbitrator appointed in accordance with the provisions of the appropriate Act of the State whose laws govern the contract.