General conditions for the 
      supply of Goods
      [Organisation name]
      Version 1.1
           Contents
           1.     Term of Agreement............................................................................................1
           2.     Supply and delivery of Goods............................................................................1
           3.     Acceptance or rejection of Goods.....................................................................1
           4.     Pricing................................................................................................................1
           5.     Invoicing and payment.......................................................................................1
           6.     Title and risk.......................................................................................................1
           7.     Warranties..........................................................................................................2
           8.     Intellectual Property Rights................................................................................2
           9.     Data....................................................................................................................2
           10.    Liability...............................................................................................................2
           11.    Termination........................................................................................................2
           12.    Insurance...........................................................................................................3
           13.    Confidentiality, privacy and data protection.......................................................3
           14.    Access...............................................................................................................4
           15.    Sub-contracting..................................................................................................4
           16.    Compliance with Law and policy.......................................................................4
           17.    GST....................................................................................................................4
           18.    Dispute Resolution.............................................................................................4
           19.    General..............................................................................................................5
           20.    Entire understanding and order for precedence................................................5
           21.    Survival..............................................................................................................5
           22.    Definitions..........................................................................................................5
           23.    Interpretation......................................................................................................7
            1.  General conditions for the supply of Goods
            2.  Term of Agreement                                         (c)  The Supplier must, at its cost, collect and 
                                                                               remove any rejected Goods as soon as 
                (a)   The Agreement begins on the Commencement                 practicable following notification. If the Supplier
                      Date and continues until the Completion Date,            fails to collect and remove the rejected Goods 
                      unless extended in accordance with clause                within a reasonable time, the Organisation 
                      2(b) or terminated earlier in accordance with            may return the Goods to the Supplier at the 
                      these terms. If no Completion Date is                    Supplier’s expense, or, following further 
                      specified, the Agreement will come to an end             notification, destroy the Goods or otherwise 
                      when all Goods have been delivered and                   dispose of the Goods in its discretion.
                      accepted and all payments required to be 
                      made under the Agreement have been made.       5.   Pricing
                (b)   A party may, by the provision of notice in          (a)  The Unit Price is fixed and inclusive of all 
                      writing, request the Agreement be extended               taxes (excluding GST), for the duration of the 
                      beyond the Completion Date. The Agreement                Agreement.
                      may only be extended for the period or periods
                      agreed to by the parties in writing.                (b)  The Supplier may not charge the Organisation 
                                                                               any additional fee or amount for packaging, 
            3.  Supply and delivery of Goods                                   transport, insurance, loading, unloading, 
                                                                               storage or any other costs incurred by the 
                (a)   The Supplier must supply the Goods to the                Supplier in supplying or delivering the Goods 
                      Organisation in accordance with this                     to the Organisation.
                      Agreement and any reasonable directions 
                      given by the Organisation.                     6.   Invoicing and payment
                (b)   The Supplier must deliver the Goods to the          (a)  On or following acceptance of the Goods, or 
                      Delivery Point by the Time for Delivery as set           as otherwise specified in the Purchase Order, 
                      out in the Purchase Order. Acceptance of the             the Supplier must submit a tax invoice 
                      Goods by the Organisation will not be taken to           (containing all information required in a tax 
                      have occurred until either:                              invoice for the purposes of the GST Act 
                      (i)  acceptance is acknowledged in writing               together with such other information as the 
                           by the Organisation; or                             Organisation may reasonably require) to the 
                      (ii) acceptance is deemed to have occurred               Organisation for the Purchase Price.
                           in accordance with clause 4.1(a) below.        (b)  The Organisation will pay the invoiced amount 
                                                                               less any amount required by Law within 30 
            4.  Acceptance or rejection of Goods                               days of receipt of an accurate invoice. 
                (a)   If the Goods conform with this Agreement, the            However, if the Organisation disputes the 
                      Organisation will promptly issue written                 invoiced amount, it must pay the undisputed 
                      notification of acceptance of the Goods. If the          amount (if any) and notify the Supplier of the 
                      Organisation does not give written notification          amount in dispute. The parties will endeavour 
                      of acceptance or rejection of the Goods within           to resolve any such dispute in accordance with
                      30 days of delivery, acceptance of the Goods             clause 19.
                      will be deemed to have occurred on the date of      (c)  Payment of an invoice is not to be taken as 
                      delivery.                                                evidence that the Goods have been supplied 
                (b)   If the Goods:                                            in accordance with the Agreement but must be
                                                                               taken only as payment on account.
                      (i)  do not conform with this Agreement; or         (d)  Simple interest, as at the penalty interest rate 
                      (ii) on delivery are damaged, unfit for                  fixed for the time being under the Penalty 
                           purpose or not of merchantable quality,             Interest Rates Act 1983 (Vic), accrues on a 
                      the Organisation may reject the Goods by                 daily basis on any Overdue Amount and is 
                      giving written notice (including reasons for             payable by the Organisation to the Supplier on
                      rejection) to the Supplier within 30 days of             demand.
                      delivery. The Organisation is not obliged to pay
                      for any rejected Goods.                        7.   Title and risk
                                                                          Title in the Goods will pass to the Organisation upon 
                                                                          acceptance of the Goods. Risk in the Goods will pass
                                                                          to the Organisation when the Goods are delivered to 
                                                                          the Delivery Point.
            General conditions for the supply of Goods                                                                 1
                     8.      Warranties                                                                                                       the date of creation all Intellectual Property 
                                                                                                                                              Rights in any data created by or on behalf of 
                             (a)       The Supplier represents and warrants to the                                                            the Supplier.
                                       Organisation that:
                                                                                                                                    (b)       The Supplier must only use the Data to the 
                                       (i)       (Capacity) it has the right to enter into                                                    extent necessary to perform its obligations 
                                                 the Agreement and perform the                                                                under this Agreement.
                                                 Services;
                                       (ii)      (Title) it has the right to sell, and                                      11. Liability 
                                                 transfer title to and property in, the                                             (a)       The Supplier indemnifies, and will at all times 
                                                 Goods to the Organisation;                                                                   keep the Organisation and each of its 
                                       (iii)     (IP) it is entitled to use and deal with any                                                 Personnel indemnified, against any liabilities, 
                                                 Intellectual Property Rights which may                                                       losses, damages, costs and expenses 
                                                 be used by it in connection with the                                                         (including all legal and settlement costs 
                                                 Goods;                                                                                       determined on a full indemnity basis) or 
                                       (iv)      (Conflict) it and its Personnel do not                                                       compensation arising out of, or in any way in 
                                                 hold any office or possess any property,                                                     connection with, any:
                                                 are not engaged in any business or                                                           (i)       personal injury, including sickness and 
                                                 activity and do not have any obligations                                                               death;
                                                 whereby duties or interests are or might 
                                                 be created in conflict with or might                                                         (ii)      property damage;
                                                 appear to be created in conflict with its                                                    (iii)     breach of an obligation of confidence or 
                                                 obligations under this Agreement; and                                                                  privacy, whether under this Agreement 
                                       (v)       (Trust) it has not entered into the                                                                    or otherwise;
                                                 Agreement on behalf of a trust; and                                                          (iv)      fraudulent acts or omissions;
                                       (vi)      (Goods) the Goods:                                                                           (v)       wilful misconduct or unlawful act or 
                                                 (A)       are new and fit for the purpose                                                              omission;
                                                           stated in the Purchase Order (or,                                                  (vi)      breaches of logical or physical security;
                                                           if no purpose is stated, the                                                       (vii)     loss or corruption of Data;
                                                           purpose for which the Goods                                                        (viii)    third party claim arising out of a breach 
                                                           would ordinarily be used);                                                                   of the Agreement by the Supplier or its 
                                                 (B)       conform in all respects with this                                                            Personnel (including breach of warranty)
                                                           Agreement;                                                                                   or any negligent act or omission of the 
                                                 (C)       are free from defects (including                                                             Supplier or its Personnel; or
                                                           defects in installation); and                                                      (ix)      infringement or alleged infringement of 
                                                                                                                                                        the Intellectual Property Rights or any 
                                                 (D)       are of merchantable quality and                                                              other rights of any person, including any 
                                                           comply with all Laws.                                                                        third party,
                             (b)       If provided for in the Purchase Order, the                                                             which was caused, or contributed to by, any 
                                       Supplier must obtain the benefit of any                                                                act or omission by the Supplier or any of its 
                                       manufacturer’s warranties for the                                                                      Personnel.
                                       Organisation.                                                                                (b)       The Supplier’s liability to indemnify the 
                     9.      Intellectual Property Rights                                                                                     Organisation under clause 11(a) is reduced to 
                                                                                                                                              the extent that any wilful, unlawful or negligent 
                             The Supplier irrevocably and unconditionally grants                                                              act or omission by the Organisation or its 
                             to the Organisation a non-exclusive, perpetual,                                                                  Personnel contributed to the liability, loss, 
                             royalty-free, worldwide and transferable licence                                                                 damage, cost, expense or compensation. 
                             (including the right to sub-license) to use any 
                             Intellectual Property Rights in relation to any Goods                                                  (c)       To the extent that the indemnity in clause 11(a)
                             supplied to the extent necessary to allow the                                                                    refers to persons other than the Organisation, 
                             Organisation the full use and enjoyment of those                                                                 the Organisation holds this clause on trust for 
                             Goods and the Supplier must, upon request by the                                                                 those other persons.
                             Organisation, do all things as may be necessary 
                             (including executing any documents) to give full                                               12. Termination
                             effect to such rights.
                                                                                                                                    (a)       The Organisation may terminate the 
                     10. Data                                                                                                                 Agreement with immediate effect (or with effect
                             (a)       Data will remain (and, if necessary, will                                                              from a specified date) by giving notice in 
                                       become) the property of the Organisation. The                                                          writing to the Supplier if the Supplier: 
                                       Supplier will assign to the Organisation from 
                     General conditions for the supply of Goods                                                                                                                                                       2