General Terms And Conditions Naffco Australia

1: Definitions:

• Purchaser: - refers to the buyer and contracting party.
• End User:- refers to any person, organization or corporation that uses the delivery item or in which delivery item is used.
• Order or Contract: - refers to any type of contract between NAFFCO on one hand and the Purchaser on the other hand.
• Seller:- refers to NAFFCO Australia Pty Ltd, 8 Forsyth Close, Wetherill Park NSW 2164 hereinafter referred as “NAFFCO” or “we” or “us’.
• Purchase Order: - refers to any acceptance to NAFFCO offer/quotation by the Purchaser, to conclude a contract.
• Quotation: - refers to any quote by us, any offer and any related request to the Purchaser to make an acceptance to conclude a contract (purchase order) with us.
• Goods: - refer to the product (subject of the contract) to be provided by us as per the contents of the respective order; in particular any object to be supplied by us (delivery item).
• International Orders: - refer to orders where the Purchaser or End User typically resides in a country other than Australia.
• Working Day: - refers to any day from Monday to Friday, unless it is a public holiday in Australia.
• Person:- refers to an individual, company, body corporate, association whether incorporated or not, government or semi-government authority and a local government body or council.

2: Warranty Terms and Conditions:

• Subject to the conditions set out below, NAFFCO warrants that the Goods will be brand new, will be fit for the purpose known to NAFFCO, as confirmed in writing at the time of the confirmation of the order and will conform in all respects with any specifications agreed with the Purchaser.
• Unless otherwise expressly agreed, NAFFCO provides warranty to its customers for a period of 12 months from the date of delivery of the product at purchaser’s location or. Our warranty obligations shall cease after this period has elapsed. These warranty terms are valid, subject to fulfillment of the Payment obligations by the Purchaser as mentioned in the “Terms and Conditions of Sale” and the Warranty Card is filled in and returned to NAFFCO.
• NAFFCO offers optional extended warranty. The terms and conditions of such warranties shall be discussed and mutually agreed on a case-to-case basis.
• In the event of any defect or failure during the warranty period, the purchaser is obliged to notify NAFFCO of the defect, immediately without delay.
• The warranty coverage shall automatically cease in the event of any alterations, repairs or modifications done on the product without NAFFCO’s prior written consent.
• Warranty is void if the failure or defect resulted from abuse, neglect, accident or improper maintenance.
• In particular, our warranty does not cover defects that result from unsuitable or improper use, overloading, faulty or negligent treatment, unauthorized utilization and/or modification, operation of the product by operator(s) not trained by NAFFCO, natural wear-and-tear, or defects that occur in cases where the operating, maintenance and other instructions have not been followed. The warranty claim is directed towards the rectification of defects that significantly impair usability. We shall, at our sole discretion, be entitled to repair parts that have become defective or replace them with new ones.
• Any consumables or batteries, tires etc. and any item specifically mentioned as not covered under warranty in the Operation and Maintenance Manual, are excluded from warranty coverage. For chassis and all accessories supplied with the product, the respective manufacturer’s warranty terms and conditions shall apply.
• In order to avail the warranty and to ensure that the product delivers years of service without defects, all periodic maintenances shall be carried out as stated in the Periodic Maintenance Checklist supplied with the product. A copy of the filled checklist shall be forwarded to NAFFCO as and when periodic maintenance is carried out.
• Depending on the nature of fault, NAFFCO may arrange the rectification process at purchaser’s location. In the event that the repairs cannot be carried out at the purchaser’s location, the product shall, at the customer’s expense, be transported to a NAFFCO authorized repair center as recommended by us. The rectification of any defects shall not extend the warranty period and any agreed written guarantee periods. The warranty does not cover compensation for any frustrated installation and removal costs of defective goods.
• Claims for reimbursement of cost of repairs/remedy works carried out by the purchaser without the prior written consent of NAFFCO, will not be accepted. Charges, where prior approval from NAFFCO was obtained, may be compensated on future orders, from the same purchaser, if mutually agreed upon.
• The warranty for the pumps shall be limited to replacing the parts in the event of manufacturing defect only. The Purchaser shall ensure that the pump is regularly serviced in accordance with Australian Standards. The warranty will be void in the event of any missed service.

3: Terms and Conditions of Sale:

• We hereby expressly object to any Terms and Conditions of Purchase of the Purchaser. Any deviating agreements from our Terms and Conditions shall only apply if, and insofar only for an individual case, these have been confirmed in writing by us as an amendment to our Terms and Conditions. This approval requirement shall apply in any event, for example even if we, being aware of the Purchaser's Terms and Conditions of Purchase, execute delivery to it without reservation. No verbal side agreements shall be acceptable during negotiation or conclusion of the contract/purchase order.
• Individual Purchase Agreements reached expressly with us in individual cases (including side agreements, additions and amendments to these Terms and Conditions) shall have precedence over these Terms and Conditions, provided they came into effect following the conclusion of this contract. The content of such individual agreements shall require a written contract or, if no such contract exists, written confirmation from us to the Purchaser.
• NAFFCO reserves the right to do minor modifications on its products for improvements. Any Illustrations, offer designations, descriptions, measurements or weights stated in NAFFCO’s offer are only approximately authoritative with regard to the details.
• Any drawings, sketches, photographs, operating manuals, data sheets, etc. supplied as part of an Agreement, Contract or Tender requirement remain the intellectual property of NAFFCO. Such documents or the information contained in such documents shall not be imitated, reproduced, duplicated, disclosed or handed over to any third party even after the agreement is concluded with the purchaser, without the written consent from NAFFCO.
• Clerical errors or typo, in our offer or its supporting documents, entitle us either to cancel the agreement or to amend the offer by making reasonable changes to the agreed prices, at our discretion.
• NAFFCO is entitled to reject any Purchase order or Contract Agreement against any offer made to the purchaser, without specifying the reason for such rejection.
• Any Purchase order issued by the Purchaser shall be open for acceptance or rejection by us, for a minimum period of 10 working days. Once the acknowledgement to the purchase order is provided by us the Purchaser shall not cancel it.
• Any contract between NAFFCO and the Purchaser comes into effect only upon written confirmation by NAFFCO and shall only be binding upon us if no objections are raised to it by governmental or other statutory bodies. In the event of any such rejection, we are entitled to cancel the agreement without any kind of compensation from us.
• Sample items requested by the Purchaser, display items or other goods made available must be sent back to us, prepaid and insured, within four weeks of receipt by the Purchaser. Otherwise these items shall be deemed to have been sold, and the invoice amount shall be due with immediate effect. We shall retain ownership of these items and goods until payment is received in full.
• We are entitled to adjust our prices to changed circumstances even following the conclusion of the contract, in case of extraordinary events (e.g. wars, war-like disputes, natural disasters, delivery blocks, strikes etc.). Extraordinary events also include changes to the legal situation, approval and export terms etc., which lead to increased expenses for the production and supply of the subject of the contract. This also applies if the prices were agreed as fixed prices.
• If prices are denominated in a foreign currency (currency other than AUD), then the Offer shall be based on a calculation exchange rate, the validity of which is stated in the Offer. Any additional costs arising up to the date of the order confirmation and/or the actual delive ry of the goods as a result of exchange rate differences outside the validity of the calculation rate shall be borne by the Purchaser, who shall in turn compensate us.
• In the event that NAFFCO’s customer is not the original purchaser or end user of the product, NAFFCO shall not be liable for the end user or original purchaser withdrawing from the sale or for any other breach or cancellation of the contract between the end user or original purchaser and NAFFCO’s customer. This applies to all products irrespective of those already delivered to purchaser, being delivered or yet to be delivered.
• In the unlikely event that it is impossible to deliver the ordered product, or to deliver on time as agreed, due to whatever reasons, NAFFCO shall be entitled, at its own discretion, to deliver an equivalent product of the same price. Once this deviation variation is accepted by the purchaser, the reason of such changes shall not entitle the purchaser for any claims in terms of reduction in price or cancellation of sale and NAFFCO shall have no obligations whatsoever to comply with such demand.
• Any variations either from the contract, product specification or any additional requirement requested by the purchaser shall be treated separate from the contract, and NAFFCO may or may not accept such requests on a case-by-case basis. Such requirement shall not in any manner affect the fulfillment of the existing contract or payment obligations.
• Payments terms as stated in the contract shall be respected. Upon receipt of the invoice, payment shall be made in full unless otherwise agreed in the contract.
• If intermediate or pre payments are agreed in the contract, such payments shall be made as agreed, failing which NAFFCO shall be entitled to declare a new delivery date or at NAFFCO’s discretion, withdraw from the agreement altogether.
• Any amounts that remain unpaid after the due date mentioned in the Purchase Order will at NAFFCO's option, bear interest at a rate of 2% per month or the then prevailing cash rate published by the Reserve Bank of Australia plus 1.5% (whichever is higher).
• Subject to any express statement in this Contract, payments exclude any tax, GST, duties, custom fees or other similar fees. Accordingly, if any supply made in connection with this Contract by NAFFCO to the Purchaser is subject to all applicable tax, GST, duties, custom fees or other similar fees, the payment for that supply will be increased by an amount equal to the tax, GST, duties, custom fees or other similar fees payable.
• If the Purchaser incorporates or mixes the Goods with any other goods (Mixtures) and, as a result, the Goods are not readily identifiable, and are not removable parts, of the Mixtures, then, until the debts have been paid in full in respect of those Mixtures:
  1. Purchaser must, to the extent practical, store Mixtures separately so they are readily identifiable;
  2. NAFFCO has all interest in the Mixtures; and
  3. The whole of this clause applies to Mixtures as if references to “Goods” were references to Mixtures
• All interest in any Goods sold by NAFFCO to the Purchaser stays with NAFFCO until the total amount for all Goods has been paid in full by the Purchaser.
• Until all sums owing for any Goods held by the Purchaser have been paid in full:
  1. the Purchaser holds those Goods as a fiduciary for NAFFCO;
  2. the Purchaser must not alter those Goods in any way and must keep them properly protected, separately stored, clearly identified as Goods owned by NAFFCO and readily distinguishable from other products owned by the Purchaser or any other person;
  3. the Purchaser must indemnify NAFFCO against any claim or loss suffered by NAFFCO as a result of any possession, use or disposal of those Goods by the Purchaser or any repossession or attempted repossession of those Goods by NAFFCO.
•  Risk in the Goods passes to the Purchaser:
  1. if transport is arranged by NAFFCO, at the time and location nominated by NAFFCO; and
  2. if transport is arranged by the Purchaser, when the Goods are loaded onto the transport arranged by the Purchaser.
•  The Purchaser acknowledges and agrees that:
  1. rights created in favor of NAFFCO under this clause and in respect of the Goods constitute a purchase money security interest (PMSI) as defined in the Personal Property Securities Act 2009(Cth) (PPSA);
  2. it expressly consents to NAFFCO registering a PMSI in respect of the NAFFCO’s interest in the Goods under this clause pursuant to the PPSA;
  3. NAFFCO may exercise all its rights in respect of any Goods as a security holder under a PMSI as set out in the PPSA; and 
  4. it must comply in all relevant respects with the PPSA.
•  The Purchaser expressly charges all its interest in personal property, of whatever type and wherever located, both present and after-acquired, with payment of any amounts duly payable by it under the Contract.
• For the purposes of, and in connection with, this Contract, a security interest is taken by NAFFCO in all of the Purchaser’s present and after-acquired property.

4. Delivery Terms and Delivery Dates:

• NAFFCO respects the delivery dates as committed in the contract and commences only upon contract confirmation from our side and payment terms are met. If any change from the actual contract or product specification is requested by the purchaser, NAFFCO is entitled to solely declare a new delivery date at our discretion. The delivery deadline shall be extended appropriately, without giving the Purchaser any right whatsoever to rescind or to assert claims of any kind, in case of events such as lack of transport, disruption of operations, strikes, labor restrictions, seizures, damage to important work pieces etc. suffered by NAFFCO or a subcontractor, and delayed carriage and delivery of raw materials and components, chassis and motors etc., unforeseen difficulties during border processing and import or export customs clearance. We shall immediately notify the buyer upon occurrence of any such event and specify a new delivery deadline.
• The written agreement of a binding delivery date, a written reminder by the Purchaser to perform the service within a reasonable grace period and the fruitless expiry of the grace period are all prerequisites for a delivery delay occurring. If the Purchaser is able to demonstrate it has suffered a loss as a result of a delivery delay caused purely by gross negligence on our part, then it shall be entitled to compensation of 0.05% of the delayed delivery per week which shall not exceed 5% of the value of the part of the delivery that cannot be used by the Purchaser either on time or as intended as a result of said delivery delay. Any further claims on the basis of a delivery delay shall be excluded.
• Notwithstanding any right of rescission of the Purchaser in the event of defects, and provided more than two months have elapsed since the delivery delay occurred, the Purchaser may only withdraw from the Contract as a result of a breach of duty for which we are responsible. We on our part shall be entitled to withdraw from the Contract in the event of an initial or subsequent impossibility of performance; in the event of a withdrawal owing to impossibility of performance, the Purchaser shall not be entitled to any claims over and above item stated above.
• The Purchaser undertakes to declare at our request, and within a reasonable period of time, whether it intends to withdraw from the Contract as a result of the delay in the delivery, or whether it wishes to insist on such delivery being made. If the Purchaser fails to provide any such declaration within a reasonable period of time as set by us, then the Purchaser shall no longer be entitled to reject the delivery or withdraw from the Contract, and cannot assert any damage compensation claims in place of performance.
• Unless otherwise expressly agreed, the goods shall be dispatched uninsured at the risk and for the account of the Purchaser.
• If the goods are dispatched by us in accordance with the agreement, we shall only be liable for our shipping arrangements if there are shipping instructions provided by the Purchaser which were confirmed by us. If import/export licenses or other documents are necessary for International Orders in order to carry out an import/export, or for transportation purposes, then the Purchaser undertakes to provide these documents at the time of issuing the Order, or at least in a timely manner in any case. Any costs and losses incurred as a result of the failure to supply such documents in a timely manner shall be borne solely by the Purchaser, irrespective of their nature. We shall not assume any liability whatsoever in this regard, and shall be indemnified and held harmless by the Purchaser for any losses and expenses incurred by us as a result.
• Only one copy of operation manuals, spare parts lists, drawings and other documents shall be provided with the goods. Additional copies shall be provided at extra cost, if required by the purchaser. If express agreement was reached regarding training, then this shall be performed by a Service technician as selected by us, unless otherwise agreed. The training, travel, accommodation and subsistence costs incurred by the Service technician shall be invoiced to the Purchaser.
• The goods shall only be accepted in the presence of the Purchaser if this has been agreed separately. Tests or other examinations that go beyond typical factory acceptance tests must be agreed separately. The costs and expenses shall be borne by the Purchaser.
• Provided this is to be performed by us in accordance with the agreement, the goods shall be dispatched by transport service industry partners selected by NAFFCO and in line with standard regular delivery times. Packaging material cannot be taken back.
• For all products which are ex-works delivery, the purchaser shall collect the product within 14 (fourteen) working days of confirmation by NAFFCO that the product is ready for delivery. After such time, an uncollected goods storage charge may be charged at NAFFCO’s discretion. Our obligations shall have been fulfilled if the delivery item is made available to the Purchaser, i.e. if the readiness for delivery is notified to the Purchaser. If the delivery item is dispatched or transported by the Purchaser or its agents, then the risk for doing so shall also be transferred to the Purchaser.
• If multiple delivery dates are specified or agreed, then the earlier dates shall merely be guidelines (declaration of intent, target) which do not create any legal obligations for us. We shall strive and indeed use our best efforts to comply with these guidelines.
• If the goods are dispatched by us and the dispatch is delayed due to circumstances for which the Purchaser is responsible, then the risk of accidental loss or deterioration of the delivery item shall transfer to the Purchaser at the time, notification that the goods are ready for shipment is sent. In such cases the Purchaser shall take out insurance policies at Purchaser’s own cost.
• If the Purchaser is in default of acceptance, fails to cooperate or delays our delivery for any other reasons attributable to the Purchaser, then we shall be entitled to demand compensation for any losses and additional expenses (e.g. storage costs) incurred by us as a result of any such delay, irrespective of whether the Purchaser was at fault or not. In order to do this, we shall charge flat- rate compensation totaling at least 0.5% of the invoice amount per week, but no more than 10% in total, commencing on the delivery deadline or, in the absence of a delivery deadline, date of notification that the delivery item is ready for shipment. The proof of higher damages and our other statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected; the flat-rate compensation shall however be offset against further monetary claims. We shall also be entitled to otherwise dispose of the delivery item and deliver to the Purchaser with an appropriately extended deadline at the prices applicable at the time after setting a reasonable grace period to accept the delivery item, and such grace period expiring without success.
• If commissioning and training of the delivered product is agreed in the contract, the product shall remain NAFFCO’s property unless and until such activity is completed and the product is officially handed over to the purchaser and payment terms are met. NAFFCO holds the ownership of such products until it is officially handed over, even in cases where the product is mixed, combined, processed or otherwise transformed together with other items of the purchaser or of third parties. The purchaser shall not operate, perform any changes, do maintenance or hand over the delivered product to a third party before it is officially handed over to the purchaser, failing which will void the warranty of the product. Commissioning and training shall be scheduled after mutually agreeing in writing between the parties after delivery of the product at purchaser’s location.

5. Termination / Cancellation of the Contract:

• In the event that the contract is cancelled by the Purchaser, for reasons other than NAFFCO’s non-compliance with the contract requirements pertaining to the product specifications, NAFFCO is entitled to charge cancellation charges at NAFFCO’s discretion.
• If the purchaser cancels the contract, it shall, in turn, be obliged to return the received goods - in their original packaging and without any traces of use - to the return address given in the shipping documents. The costs of such return shipment are to be borne by the purchaser. If the returned goods exhibit any traces of use or damage, we expressly retain the right for deductions in the refund amount.
• If:
  1. any amounts owing by Purchaser to NAFFCO in respect of any Goods are not paid in accordance with this Contract; or
  2. We receive notice, or reasonably believes, that a third person may attempt to levy execution against any Goods; or
  3. an Event of Insolvency event occurs;
•  NAFFCO may, at any time, without notice to the Purchaser and, without prejudice to any other rights, immediately terminate any Contract and enter any premises owned or occupied by the Purchaser where NAFFCO reasonably believes Goods may be stored, repossess the Goods and subsequently dispose of the Goods at NAFFCO’s discretion.
• Where Goods are sold by NAFFCO following repossession, if proceeds from the sale are less than the cost of Goods, the Purchaser remains indebted to NAFFCO for the outstanding balance.
• Termination or cancellation of any contract with the Purchaser does not affect any rights NAFFCO may have.
• If the Purchaser repudiates this Contract or refuses to accept all or any of the Goods other than as permitted by the Contract or is in breach of this Contract or if terminates the Contract, the Purchaser is liable for all loss suffered by NAFFCO as a result, including storage, handling and demurrage costs, consequential loss, all legal costs on a full solicitor/client basis and all costs of debt collection.
• Except as expressly provided in this Contract and to the maximum extent permitted by law, NAFFCO shall be under no liability to the Purchaser at law or in equity or pursuant to any legislation or otherwise for any claims or losses arising out of or in connection with performance or non-performance of the Goods or the Contract (or both), including any act or omission of NAFFCO, its employees, agents or contractors. Under no circumstances shall NAFFCO be liable for punitive damages or consequential loss.

6. Compensation for Damages:

• The purchaser shall not be compensated for any personal injuries, even if such injury is the consequence of any negligence from our part.
• It is expressly agreed that, we shall only have to pay the Purchaser damage compensation for damages other than personal injuries (6.1) if it can be proven from the circumstances related to the individual case in question that we acted with intent or were grossly negligent. We shall assume no liability for consequential damages, including in particular lost profits, business interruption or loss of production etc.
• The damage compensation shall not exceed the amount that we would have been able to predict as a possible consequence of the breach of contract.
• The Purchaser agrees to take all reasonable and possible measures to prevent damage occurring and to keep any damage incurred as low as possible. We shall otherwise be entitled to demand a reasonable reduction of the asserted damages.
• For all training on the contractual goods (in particular training at the time of handing over the goods) the following shall also apply:
• We expressly point out that the participants sent by the Purchaser to attend such training courses are exposed to increased risk when performing practical exercises on the equipment. All of these exercises are voluntary and are undertaken at the entire risk and responsibility of the Participant with regards to risks customary for this type of exercise. We must make Participants aware of any hazards of which they may not be aware, even with increased vigilance.
• The Purchaser undertakes to have informed Participants of the need to observe any notices and follow any instructions and safety guidelines given by the speakers/trainers employed by us and to observe and adhere to the internal and safety regulations:
  1. accept responsibility for their own physical and mental fitness during the training;
  2. notify us in detail of any ailments or impairments relevant for carrying out the training program and
  3. expressly declare not to be suffering from vertigo and to be sure-footed. We accept no liability for impairments of any type due to a Participant's lack of fitness or failure to observe notices given by the speaker/trainer employed by us. In particular, we do not accept liability for any damage or soiling of clothing and personal effects of the Participants during the training.
•  In no event shall NAFFCO be liable to the Purchaser or any other party, whether in contract or in tort or under any legal theory (including, without limitation, strict liability, and negligence) for loss of profit or revenues, loss or interruption of use, lost or damaged data, reports, documentation or security or similar economic loss or for any indirect, special, incidental, consequential, punitive or similar damages arising out of or in connection with the performance or non-performance of NAFFCO. NAFFCO’s obligation and liability, if any, shall be limited to repairing or replacing any material damaged by NAFFCO’s sole default during the performance of NAFFCO’s scope and / or repairing or replacing the materials proved to be defective under normal use and service during the warranty period.
• In the event of any leak from the pipe during the welding or any other scope carried out by NAFFCO, the sole liability of NAFFCO shall be to repair the leak and / or replace the pipe, as determined in the sole discretion of NAFFCO. NAFFCO shall be not responsible for any loss or damages caused to any other party, property or for any back charges at any point of time.

7. Limitation of Liability:

• Purchaser shall not be entitled to, and NAFFCO shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, loss of data, removal or reinstallation costs, injury to reputation, punitive damages, Intellectual Property Right infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature. Purchaser’s entitlement from NAFFCO for any claim shall not exceed 10% of the purchase price paid for the affected products irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise. Purchaser shall indemnify, defend and hold NAFFCO harmless from any claims resulting from
  1. NAFFCO’s compliance with Purchaser’s designs, specifications, or instructions,
  2. modification of any products by anyone other than NAFFCO, or
  3. use of NAFCCO products in combination with other products.

8. Confidential Information

• Both Parties shall respect the confidentiality of any document, data or other information provided directly or indirectly by the other Party under the Purchase Order, and shall not disclose it without the written consent of the disclosing Party, whether such information was provided before, during or after the performance or termination of the Contract. Either Parties will not use any documents, data and other information received from the other Party, for purposes other than those provided under this Contract. Notwithstanding the above provisions, the Second Party may give to its subcontractor any document, data and other information it receives from the First Party to the extent necessary to enable the subcontractor to perform its services in accordance with the Contract, in which case the Second Party will request such subcontractor to make a confidentiality commitment similar to the commitment imposed on the Second Party under this Clause.

9. Force Majeure:

• NAFFCO is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Our reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Us from performance and barring remedies for non-performance. In an event of force majeure condition, Our time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Us to any liability or penalty. We may, at Our own option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Purchaser. 10. Force Majeure: Any Purchase order/Contract Agreement entered between the Purchaser and NAFFCO shall be governed by and construed in accordance with the Laws of New South Wales, Australia. The parties shall make reasonable efforts to settle in an amicable way any dispute that might arise between or among them in connection with the Contract. The courts of New South Wales shall have the exclusive jurisdiction with respect to any disputes arising out of or in connection with the Purchase order/Contract Agreement.
• FOREIGN CORRUPT PRACTICES ACT AND EXPORT CONTROL LAWS

11. FOREIGN CORRUPT PRACTICES ACT AND EXPORT CONTROL LAWS

• Purchaser represents, warrants, and agrees that:
• Purchaser is not a “Sanctioned Person,” meaning any individual or entity:
  1. named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”), and the sanctions lists under any other Sanctions Laws;
  2. organized under the laws of, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine/Russia) (“Sanctioned Jurisdictions”); and/or
  3. owned or controlled, directly or indirectly by one or more of any of the foregoing.
• Relating to this transaction and all transactions involving NAFFCO, Purchaser is in compliance with and will continue to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Purchaser will not involve any Sanctioned Persons in any capacity, directly or indirectly, in any part of this transaction and performance under this transaction. Purchaser will not take any action that would cause NAFFCO to be in violation of Sanctions Laws. Purchaser is responsible for screening and ensuring all end users or other third parties are not Sanctioned Persons. Purchaser is responsible for flowing down the obligations of this clause to all end users and/or other third parties, as applicable.
• Purchaser will not sell, export, re-export, divert, use, or otherwise transfer, any of Our products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons or to or involving Sanctioned Jurisdictions; or (ii) for purposes prohibited by any Sanctions Law.
• Purchaser’s failure to comply with this provision will be deemed a material breach of the Purchase Order, and the Purchaser will notify Us immediately if the Purchaser, any end user, or other third party violates, or reasonably believes that it will violate, any terms of this provision. Purchaser agrees that NAFFCO may take any and all actions required to ensure full compliance with all Sanctions Laws without NAFFCO incurring any liability.
• Purchaser represents and warrants that it will not distribute or resell the Products or take any actions contrary to the export control laws or anti-boycott legislation of Australia, the United States of America or any other proper jurisdiction. In making this representation and warranty, the Purchaser acknowledges that export control laws may affect not only the sale and resale of Products but also technical data, plans and specifications.
• The Purchaser represents and warrants that it will not take any action or use or spend any funds, regardless of source, in violation of any laws of Australia, the United States of America or any other proper jurisdiction relating to the payment of bribes, kickbacks, political contributions or other prohibited payments (including but not limited to the United States Foreign Corrupt Practices Act). In making this representation and warranty, the Purchaser agrees that it will not, in connection with this Agreement or sale of Products, indirectly offer, pay, promise to pay or authorize the payment of any money or thing of value to any person to influence, or for the purpose of influencing, an act or decision of a government official. As used in this provision, “government official” means any officer, employee or person acting in any official capacity for or on behalf of any government or any government department, agency, instrumentality or wholly owned corporation of any government, or any candidate for political office.
• Purchaser undertakes that it will not take any action under this Agreement or use the Goods or their proceeds in a way that will be a breach of any anti-money laundering laws, any anti-corruption laws, and/or any counter-terrorist financing laws.
• The Purchaser represents and warrants that it will at all times comply with all applicable competition laws, including but not limited to the Australian Consumer Law.

12. Other Terms

• In the event that a provision of this document, or parts thereof, are found to be invalid or void, it shall not affect the validity of the remaining provisions, and agreement shall be reached on such a provision that most closely matches the invalid or void provision.
• The Purchase Order represents the entire understanding between the Purchaser and Us, shall supersede all prior understandings and agreements relating to the subject matter hereof, and may be amended only by written mutual agreement of the parties. In the event of a conflict between the terms and conditions of this Purchase Order and any amendment thereto, the Purchase Order shall govern and control.
• A waiver of any term, condition or default of this Purchase Order shall not be construed as a waiver of any other term, condition, or default.
• The Purchaser shall not assign this Purchase Order or any rights, nor delegate any duties to any third party. Any attempt to do so will be void. This Purchase Order shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each party is an independent contractor of the other party.
• If the Parties consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of the Parties under this Contract.
• Any notification sent to one of the parties by the other party under the Purchase Order shall be in writing to the address found in the Purchase Order. The term "in writing" means transmitted in writing with acknowledgement of receipt