TRASTE GENERAL TERMS AND CONDITIONS OF PURCHASE FOR PRODUCTS AND/OR SERVICES

1. GENERAL TERMS

1.1 Definitions

• Business Day: A day that is not a Saturday, Sunday, or public holiday in the location where the act is performed or payment made.

• Contract: The agreement between the Customer and Traste, consisting of the Order, these General Terms, and any other written terms agreed upon.

• Customer: The entity or individual purchasing services and/or products from Traste.

• General Terms: The terms and conditions outlined in this document.

• Product: The digital solutions or applications supplied by Traste.

• Services: Consultancy services related to environmental issues or other services provided by Traste.

• Order: The request made by the Customer for Products and/or Services to which these General Terms apply.

• Supplier: Traste, the provider of the Products and/or Services.

• Tax: Any applicable tax, levy, charge, or duty imposed by governmental authorities.

2. ORDERING AND ACCEPTANCE

2.1 The Customer may request a quotation from Traste. Traste will provide a written quotation. The Customer can accept this quotation by placing a written Order within the specified timeframe.

2.2 There is no obligation for the Customer to submit a request for a quotation or Order.

2.3 Each Order accepted by Traste constitutes a separate Contract governed by these General Terms and any written terms agreed upon.

2.4 Traste must confirm receipt of the Order within 1 Business Day and provide an estimated delivery time.

2.5 If Traste does not confirm receipt, the Order is deemed accepted 1 Business Day after submission.

2.6 In case of conflicting terms, the order of precedence is: Order, Global Supply Agreement, General Terms, and any other related documentation.

2.7 Only terms set out in these General Terms are binding unless otherwise agreed in writing. Acceptance of the Order by Traste waives any of its own terms.

2.8 Traste must comply with all applicable legislation and supply Products and/or Services that meet relevant legal standards.

2.9 The Customer may cancel an Order by providing written notice at any time, subject to payment for proven, unavoidable costs incurred by Traste due to the cancellation.

2.10 The Customer makes no guarantee regarding the volume of Products or Services ordered.

2.11 Nothing restricts the Customer from obtaining similar Products or Services from other suppliers.

2.12 Traste must not commence work until it receives an authorized purchase order number from the Customer.

2.13 The purchase order number must be included on all invoices. Invoices without this number may not be paid.

3. DELIVERY AND PERFORMANCE

3.1 Timely delivery is a crucial condition of the Contract. Traste must notify the Customer if there will be a delay and take steps to minimize it.

3.2 If Traste fails to meet delivery deadlines, the Customer may terminate the Contract immediately with written notice.

3.3 In case of non-conformity or defects in the Products or Services, Traste must reimburse any payments made and cover reasonable costs incurred by the Customer.

3.4 Deliveries must be made as specified and include a signed delivery slip. Acceptance of delivery does not imply acceptance of the Products or Services.

3.5 Traste must deliver Products safely and during normal business hours, minimizing disruption to the Customer.

3.6 The Customer may refuse any delivery that does not conform to the Order.

3.7 If defects are found upon delivery, Traste must replace or redeliver the Products at no cost to the Customer.

3.8 Partial deliveries are at the Customer’s discretion. The Customer may cancel or require prompt delivery of missing items.

4. RISK AND TITLE

4.1 Title to the Products transfers to the Customer upon payment or delivery, whichever comes first.

4.2 Products must be free from charges or encumbrances.

4.3 Traste may not retain any title or interest in the Products.

4.4 Risk passes to the Customer upon delivery.

5. PRICE AND PAYMENT

5.1 Prices are quoted in Australian Dollars unless stated otherwise.

5.2 Prices include delivery and packaging unless otherwise confirmed.

5.3 Traste must provide a valid Australian Business Number and confirm GST registration before payment.

5.4 The Customer may deduct any Tax from payments due if required by law.

5.5 Payment for undisputed invoices is due within 30 days from receipt of the valid tax invoice.

5.6 Traste must provide any requested information related to invoices.

5.7 Invoices must be sent to the Customer’s accounts team, including all necessary details.

5.8 Traste cannot suspend or withdraw services due to invoice disputes.

5.9 The Customer may set off any amounts owed to it against amounts due to Traste.

6. GST

6.1 Definitions in this section relate to GST as defined in applicable legislation.

6.2 Consideration for supplies does not include GST unless expressly stated.

6.3 For taxable supplies, the GST-exclusive consideration will be increased by the GST amount.

6.4 Payment obligations are subject to receipt of a valid tax invoice.

6.5 Any reimbursement or indemnification excludes GST amounts for which input tax credits are available.

6.6 In case of an adjustment event, Traste must issue an adjustment note and refund or credit accordingly within specified timeframes.

7. Insurance

7.1 Required Coverage

• The Supplier must maintain specified insurance coverage.

7.2 Reputable Insurer

• Insurance must be with a reputable Australian insurer.

7.3 Claims-Made Policies

• Claims-made insurance must be maintained for six years post-Contract.

7.4 Proof of Insurance

• The Supplier must provide evidence of insurance upon request.

8. Warranty and Indemnity

8.1 Implied Warranties

• All implied warranties apply fully.

8.2 Supplier Indemnity

• The Supplier indemnifies the Customer against various claims.

8.3 Customer Indemnity

• The Customer indemnifies the Supplier against IP infringement claims.

8.4 Liability Reduction

• Each party's liability is reduced proportionately based on their actions.

9. Announcements

• The Supplier cannot make announcements without prior written approval.

10. Confidential Information

10.1 Confidentiality Obligations

• The Supplier must keep the Customer's information confidential.

10.2 Protection Measures

• The Supplier must take precautions to protect confidential information.

11. Intellectual Property

11.1 Assignment of Rights

• Intellectual property created for the Customer is assigned to the Customer.

11.2 Licensing Rights

• The Supplier grants the Customer a worldwide license for other Supplies.

11.3 Moral Rights

• The Supplier must obtain necessary consents related to moral rights.

11.4 Supplier Warranties

• The Supplier warrants it has rights to assign licenses.

11.5 Customer's IP Rights

• Customer's IP rights remain their property, and usage requires consent.

12. Sanctions

12.1 Supplier Warranties

• The Supplier warrants that:

  • a. It is not the target of any Economic Sanctions.

  • b. It is not controlled or beneficially owned by any person subject to Economic Sanctions.

  • c. It will comply with all laws regarding Economic Sanctions.

  • d. It is not engaged in any proceedings or investigations for alleged breaches related to Economic Sanctions.

12.2 Definition of Economic Sanctions

• "Economic Sanctions" means sanctions or embargoes adopted by relevant authorities, including the UN, EU, and USA.

13. Privacy and Data Protection

13.1 Treatment of Personal Information

• The Supplier agrees to handle personal information according to the Australian Privacy Principles and the Customer’s privacy policy.

13.2 Data Integrity and Confidentiality

• Each party will implement measures to protect the integrity and confidentiality of personal information.

14. Termination and Survival

14.1 Termination Rights

• Either party may terminate the Contract:

  • a. Immediately upon written notice for breach or Insolvency Event.

  • b. Otherwise in accordance with rights under the Contract.

14.2 Survival of Obligations

• Obligations under clauses 8, 9, 10, and 11, or any other intended to survive, will continue post-termination.

15. Assignment

15.1 Customer Rights

• The Customer may assign or transfer rights and obligations under the Contract.

15.2 Supplier Restrictions

• The Supplier cannot assign or deal with rights and obligations without Customer consent.

16. Dispute Resolution

16.1 Amicable Resolution

• The parties agree to resolve disputes amicably within 10 Business Days. If unresolved, they may seek alternative dispute resolution.

17. General Provisions

17.1 Independent Contractor