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Terms & Conditions

Purchase Order Terms and Conditions

1. General

a)   These Terms and Conditions (“T&C”) apply to the order for goods (“Goods”) and/or services (“Services”) placed by Zip Diagnostics Pty Ltd (“ZiP”) with the supplier (“Supplier”).
b)   The T&C are to be read in addition to any other terms or other particulars as specified by ZiP in the Purchase Order (“PO”) provided to the Supplier.  No other T&C’s apply to this PO or to the Goods or Services except where:
     i) These terms are replaced by a validly executed contractual agreement between ZiP and the Supplier relating to the PO; or
     ii) ZiP agrees in writing to an amendment to the T&C by a representative with the actual delegated authority to approve such amendments.

2. Offer & Acceptance

a)   The Supplier is taken to have accepted a PO if they notify ZiP, deliver the Goods described in the PO or undertake the Services described in the PO.
b)   If the Supplier is not willing or unable to accept the PO, they must notify ZiP within 24 hours in writing to and not undertake to deliver the Goods or provide the Services until all concerns are resolved. ZiP will either:
     i) Issue a revised PO that meets the requirements of the Supplier; or
     ii) Agree to the Suppliers revised terms and conditions in writing by a representative with the actual delegated authority to agree to revised terms.
c)   Once accepted by the Supplier, the PO, combined with these T&C and any terms and conditions in the PO, will form a binding agreement between ZiP and the Supplier (“Agreement”).

3. Cancellation & Changes

a)   ZiP may at any time prior to delivery amend or cancel the PO by providing the Supplier with notice in writing.

4. Delivery, Acceptance & Title 

a)   The Supplier must make all reasonable endeavours to deliver the Goods or provide the Services at the time provided for in the PO.
b)   Title and risk in Goods provided to ZiP in fulfilment of a PO, will pass to ZiP when they are delivered to ZiP.

5. Invoices

a)   In consideration for the provision of Goods and/or Services under this Agreement, ZiP agrees to pay the supplier consideration as specifically outlined in the PO (“Fees”).
b)   Unless otherwise specified in the PO, ZiP agrees to pay the Supplier the Fees within 30 days of the end of the month following the receipt and acceptance of an invoice by ZiP.  ZiP will only accept an invoice if it is satisfied that the Goods or Services invoiced have been provided to the quality and standard acceptable to ZiP.  ZiP may make reasonable requests for additional information to support the invoice prior to accepting it.

6. Indemnity, Insurance & Warranties

a)   To the extent permitted by law, the Supplier indemnifies ZiP against all losses it directly or indirectly incurs as a result of:
     i) Any negligent, unlawful or wilful act or omission of the Supplier, Supplier personnel, Supplier agent or Supplier subcontractors;
     ii) Any infringement or claimed infringement of the Intellectual Property Rights or other rights of a third party arising out of its receipt or use of the Goods and/or Services;
     iii) Death or personal injury of any person to the extent caused by the Supplier, Supplier personnel or Supplier subcontractors;
     iv) Property damage to the extent caused by the Supplier, Supplier personnel or Supplier subcontractors;
     v) Any breach by the Supplier of clause 7.
b)   The Supplier must have and maintain Public and Products liability insurance and professional indemnity insurance (in each case $10 million for each occurrence) throughout the term of this Agreement.
c)   The Supplier must ensure that any subcontractor engaged by it is insured to a level commensurate with the insurance obligations of the Supplier under this Agreement.
d)   The Supplier represents and warrants that:
     i) It has all rights, title, licenses, interests and property necessary to provide the Goods and/or perform the Services;
     ii) The Supplier personnel will have all necessary experience, skill, knowledge and competence to perform the Services and the Services will be performed consistent with industry best practice;
     iii) The Goods and/or Services will be fit for the intended purpose;
     iv) The Goods will be complete, accurate and of merchantable quality;
     v) It is entitled to grant any license of Intellectual Property Rights to ZiP under this Agreement;
     vi) If requested by ZiP, it will supply all current documentation associated with the use of the Goods and/or Services.

7. Intellectual Property Rights and Confidential Information

a)   All rights, title and interests in any intellectual property rights created in providing the Goods and/or Services will be owned by ZiP (“IP Rights”). 
b)   The Supplier will assign all rights, title and interest it may have in IP Rights, now or in the future, to ZiP.
c)   The intellectual property rights owned by a party prior to the date of this Agreement (“Previous IP Rights”) remain with the contributing party.
d)   Each party must keep Confidential Information disclosed to it confidential and must not deal with it in any way that may prejudice its confidentiality, unless required to by law.

8. Other

a)   ZiP may terminate this Agreement at any time by providing notice to the Supplier in writing.
b)   To the extent that ZiP terminates this agreement, it will pay for all Goods and/or Services provided prior to termination, in accordance with Section 5 of these T&C.
c)   If there is an inconsistency between the Agreement and a valid contract between ZiP and the Supplier, to the extent of the inconsistency only, the terms of the validly executed contract shall prevail.
d)   If there is an inconsistency between the T&C and the terms or conditions outlined on the PO, to the extent of the inconsistency only, the terms or conditions outlined in the T&C shall prevail, unless it relates to Section 5 of the T&C’s in which case the terms or conditions outlined in the PO shall prevail. 
e)   Losses means any action, claim, liability, expenses, losses, damages and costs, and consequential and indirect losses and damages including those arising out of a third-party claim. 
f)    In this agreement, references to the singular includes the plural and vice versa.
g)   The representatives of ZiP with the actual delegated authority to amend the terms of the Agreement, in accordance with this Agreement, are the Technical and Scientific Directors and the Office Manager.

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