GARDEN CITY
​
APRIL 20
CANBERRA AU.
GARDEN CITY
​
APRIL 20
CANBERRA AU.
TERMS & CONDITIONS OF TRADE
1. DEFINITIONS

"BLANC SPACE" means Blanc Space Design Group Pty Ltd
"ORDER" means this Purchase Order."SUPPLIER" means the supplier of goods and/or services to BLANC SPACE.
"GOODS" shall mean goods to be supplied by the Supplier to BLANC SPACE.

"SERVICES" shall mean services to be supplied by the Supplier to BLANC SPACE.WORDS in the singular shall include the plural and vice versa, if the context permits.
2. GENERAL
a. The terms and conditions of this Order together with such plans, specifications or other documents as are incorporated by reference and as properly varied in accordance with clause 3 below constitute the entire contract between BLANC SPACE and the Supplier.
b. If tender documents, performance specifications, technical product descriptions or other similar descriptive materials have been submitted by the Supplier in connection with this Order or the Supplier's proposal has been incorporated by reference, these shall not be deemed to supersede any of BLANC SPACE's contrary requirements, but to the extent that the materials are not inconsistent with BLANC SPACE's requirements, they shall constitute a part of the basis of this Order.
c. If this Order is construed as an offer, this offer expressly limits acceptance to the terms of this offer and BLANC SPACE expressly rejects any other terms in any response to this offer, including in the Supplier's terms and conditions. This Order overrides any of the Supplier's such terms and conditions, even if the same are signed by BLANC SPACE or the same are expressed to contain the whole agreement with the Supplier.
d. If this Order is construed as an acceptance of an offer, this acceptance is expressly conditioned upon the Supplier's assent to any different or additional terms contained or referenced in this Order.
e. If this Order is construed as a confirmation of an existing contract, BLANC SPACE and the Supplier agree that this Order states the exclusive terms of any contract between BLANC SPACE and the Supplier.
f. This Order shall be deemed to have been accepted or assented to by the Supplier upon receipt by BLANC SPACE of any writing, including a writing transmitted by fax or other means of electronic communication, indicating acceptance of BLANC SPACE's order, or by any of the following (i) shipment of the goods or any part thereof; (ii) commencement of any work on site; or (iii) performance of any services for BLANC SPACE.
3. VARIATION AND WAIVER The Supplier agrees: a.That no variation to this Order shall be binding on BLANC SPACE unless assented to by BLANC SPACE in writing signed by one of its directors; and b.Any failure by BLANC SPACE to insist upon strict performance of any term, condition, warranty or clause shall not be deemed to be a waiver of the same, and any express waiver of any term, condition, warranty or clause shall not be deemed to be a subsequent waiver of the same. BLANC SPACE may not waive any of its rights except in writing signed by a director of BLANC SPACE.
4. PRICE Unless otherwise expressly agreed in writing in accordance with this Order, the total price for the goods and/or services is in Australian currency including GST and is fixed and firm, not subject to escalation for the duration of the Order and includes all packing, testing, transport, insurance, labour and documentation costs.
5. ACCEPTANCE a.Payment for goods and/or services will not constitute acceptance. BLANC SPACE shall have the right to inspect all goods and to 
reject any or of such goods that are in BLANC SPACE's opinion defective or non-conforming. b.Goods rejected by BLANC SPACE or not otherwise supplied in accordance with this Order may be returned to the Supplier and 
in addition to BLANC SPACE's other rights, BLANC SPACE may charge the Supplier all expenses of unpacking, examining, installing, 
repacking and reshipping of the goods. c.Nothing in this Order shall in any way relieve the Supplier from its obligation of testing, inspection and quality control 
and BLANC SPACE does not waive any of its rights even if it inspects any goods prior to or upon delivery.
6. TITLE & RISK a.Title to and property in the goods shall pass to BLANC SPACE on the first to occur of any payment in respect to this Order or delivery to the place specified by BLANC SPACE. b.Risk in the goods shall remain with the Supplier until the time BLANC SPACE takes delivery of the goods unless otherwise expressly stated in the Purchase Order.
7. WARRANTIES
a.The Supplier warrants that the goods supplied shall be of merchantable quality, fit for the purposes intended and free from defects in materials, workmanship and design. If BLANC SPACE supplies manufacturing drawings to the Supplier, theb.Supplier warrants that the goods are manufactured and supplied strictly in accordance with such drawings. The Supplier warrants that the services supplied will be provided with acceptable care and skill or technical knowledge and taking all necessary steps to avoid loss and damage, will be fit for the purpose or give the result that BLANC SPACE requires and will be delivered within a reasonable time when BLANC SPACE has not expressly agreed to an end date.
8. REPLACEMENT, REPAIR & SET OFF a.If any goods and/or services are not delivered in accordance with this Order then BLANC SPACE may at its option and without 
affecting any of its other rights at law or pursuant to statute (i) reject them; (ii) require the Supplier to replace the goods and/or re-perform the services at the Supplier's sole cost and expense; or (iii) require the Supplier to repair the goods within 7 days at the Supplier's own cost and expense. b.BLANC SPACE may set off any monies owed by it to the Supplier against any monies due from the Supplier in respect of this Order or arising from any account whatsoever, including without limitation, the costs of obtaining the re-supply of replacement goods or services from alternate suppliers.
9. INTELLECTUAL PROPERTY
If the goods incorporate or the services contemplate the creation of any intellectual property, including without limitation, copyright, patent, design, trade mark or circuit layout rights, for BLANC SPACE then upon creation the Supplier assigns all intellectual property rights in the same to BLANC SPACE and will if called upon by BLANC SPACE properly execute and deliver a formal transfer of such intellectual property rights to BLANC SPACE.
10. LIMITATION OF LIABILITY
BLANC SPACE will not in any circumstances be liable to the Supplier for any consequential loss including but not limited to loss of contract, business opportunity, profit or anticipated profit (or any loss of a similar nature sustained by the Supplier).
11. CANCELLATION
BLANC SPACE may in its discretion cancel this Order or any part of this Order at any time. BLANC SPACE's liability will be pay for materials manufactured and supplied and/or services supplied in accordance with this Order up to the date of cancellation and for costs of materials and other items ordered in connection with the goods and/or services which the Supplier is legally bound to pay. Upon such payment, title to and property in all those materials and other items passes to BLANC SPACE.
12. TERMINATION FOR DEFAULTIf the Supplier fails to make deliver; fails to perform within the time specified in this Order; delivers non-confirming goods; fails to make progress so as to endanger performance of the Order; or fails to provide the services as required, then BLANC SPACE may cancel the Order or any part of the Order and the Supplier shall be liable for all costs incurred by BLANC SPACE in acquiring similar goods or services elsewhere.
13. NOTICES
Any notice, consent or demand given under this Agreement must be given in writing. 14.ASSIGNMENT
The Supplier shall not assign or otherwise transmit this Order without the prior consent written consent of BLANC SPACE which may be given or withheld by BLANC SPACE in its absolute discretion or if given, may be given conditionally.
15. LAW
This Agreement shall at all times be governed by the laws of the State of New South Wales and BLANC SPACE and the Supplier hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New South Wales and the Courts of Appeal therefrom.
TERMS & CONDITIONS OF SALE
1. DEFINITIONS
"AGREEMENT" means this Agreement.
"ADDITIONAL CHARGE" means a charge in accordance with BSDG’s standard rates in effect from time to time.
"CLIENT" means the corporation, person or entity named above, and where the context permits, includes the Client’s directors, employees, agents and Vendors.
"DEFECTS PERIOD" means a period of 30 days from the delivery of the Work Product.
"DELIVERY DATE" means the date for delivery of the Work Product specified in the GVA or a date subsequently agreed by BSDG and the Client in writing.
"INSTALLATION" means the point in time when the Work Product is physically installed.
"JURISDICTION" means the law of the place in which the Work Product is physically installed.
"SERVICES" means the services more specifically described in the GVA, which are to be supplied by BSDG to the Client. SITE means the location for the delivery and installation of the Work Product as specified in the GVA.
"GVA" means the Global Vendor Agreement referenced above.
"BSDG" means Blanc Space Design Group Pty Ltd.
"WORK PRODUCT" means the goods and associated services more specifically described in the GVA which are to be supplied by BSDG to the Client pursuant to this Agreement;
"WORDS" in the singular shall include the plural and vice versa, if the context permits.
2. GENERALThe terms and conditions of this Agreement and the GVA together with such plans, specifications or other documents as are incorporated by reference and as properly varied in accordance with clause 5 below constitute the entire contract between BSDG and the Client.
3. ACCEPTANCEThe Client agrees that upon BSDG receiving written notification of acceptance from the Client which may be by the Client signing this Agreement or by other form of written communication assenting to these terms and conditions this Agreement shall be a legally binding contract between BSDG and the Client.
4. GOODS, SERVICES AND EXCLUSIONSBSDG will supply to the Client the Work Product in accordance with: -(a)any time frames set out in the GVA; and(b)any standard specified in the GVA.The Client acknowledges that the Work Product does not include any goods and services, or items specified as excluded or “not included” in the GVA.
5. VARIATION AND WAIVERThe Client agrees: -(a)that no variation to this Agreement shall be binding on BSDG unless assented to by BSDG in writing signed by one of its directors; and(b)no variation to any goods and services specified in the GVA shall be binding on BSDG unless assented to in writing by a person appointed by and authorised to make such variations for the purposes of this Agreement; and (c)any failure by BSDG to insist upon strict performance of any term, condition, warranty or clause shall not be deemed to be a waiver of the same, and any express waiver of any term, condition, warranty or clause shall not be deemed to be a subsequent waiver of the same. BSDG may not waive any of its rights except in writing signed by a director of BSDG.
6. PRICEUnless otherwise expressly agreed in writing in accordance with this Agreement, the total price for the Work Product is as specified in the currency in the GVA and is fixed and firm, subject to the remaining terms of this Agreement, not subject to escalation for the duration of the Agreement and includes all packing, testing, transport, insurance, labour and documentation costs.
7. WORK PRODUCT SPECIFICATIONSIf the Work Product includes any specified component then BSDG may substitute any component of the Work Product or any part of any component of the Work Product prior to delivery without consultation with the Client and may in any respect modify the Work Product if, in the reasonable opinion of BSDG, the substitution or modification:-(a)will not adversely or materially affect the performance or capacity of the Work Product;(b)will not alter the configuration of the Work Product in any material respect; and(c)will not otherwise materially affect BSDG’s obligations or prejudice the rights of the Client under this Agreement.
8. DELIVERY(a)BSDG will use its best endeavours to deliver the Work Product to the Client on the Delivery Date at the Site during the Client’s normal business hours.(b)If the Client wishes the Work Product to be delivered to a location other than the Site it shall make a request in writing to BSDG not later than 21 days (or such other period as is agreed between BSDG and the Client) prior to the Delivery Date. BSDG may at its sole discretion determine whether to agree to such request and what conditions, if any, shall apply in the event of it agreeing to such a request.(c)If the Client requests delivery of the Work Product to be made in advance of the Delivery Date or postponed beyond the Delivery Date, BSDG shall use its best endeavours to re-schedule delivery accordingly but shall otherwise be under no obligation to comply with the Client’s request.(d)In the event that BSDG accedes to a request made by the Client pursuant to clauses 8(b) and/or 8(c), BSDG may make such Additional Charge as it reasonably considers appropriate to reflect the direct impact upon BSDG’s resources in complying with such request.(e)If BSDG requests permission to deliver the Work Product prior to the Delivery Date, the Client shall use its best endeavours to prepare the Site and to do all other things necessary to enable it to comply with the request and to accept early delivery.(f)The Client shall at its own expense prepare the Site, and access to the Site, prior to delivery. In doing so, the Client shall comply with any directions or specifications issued by BSDG.(g)Without limiting the foregoing, the Client shall ensure the supply at the Site of: -(i)adequate electrical current;(ii)adequate electrical and mechanical fittings; and(iii)appropriate environmental conditions.(h)BSDG shall, upon request from the Client, supply such information and assistance as BSDG considers reasonable and necessary to enable the Client to prepare the Site.(i)Notwithstanding the foregoing, BSDG shall, if requested by the Client and at the Client’s expense charged as an Additional Charge, inspect the Site prior to delivery for the purpose of providing an opinion as to whether the Site is suitable for delivery and installation of the Work Product.
9.EXCLUSIONS AND MAINTENANCE SERVICES(a)The Client acknowledges that the Work Product does not include the goods and services specified as excluded or “not included” in the GVA.(b)The Client may upon request to BSDG, request that BSDG supply additional services including without limitation, inspection, repairs, adjustment and replacement of unserviceable or defective parts not subject to the limited warranty given in clause 12 in respect to the Work Product.(c)If agreed to by BSDG, additional services will be provided on a time and materials basis charged at BSDG’s standard rates in effect from time to time and on terms agreed to between BSDG and the Client.(d)Unless otherwise agreed in writing, any subsequent agreement to provide additional services between BSDG and the Client will not modify or vary the terms and conditions of this Agreement.
10. PAYMENT(a)Payment of all invoices issued by BSDG are due as specified in the GVA or if not specified then within 7 days of the date of the invoice unless otherwise stated on the issue.(b)If payment is not made by the due date, the Client agrees: -i.to accept a charge for interest at the rate of 1.5% per month (18% per annum) calculated on the daily outstanding balance;ii.that BSDG, may in addition to any other remedies which it may be entitled, sue the Client for the balance outstanding; andiii.to pay all collection costs including but not limited to legal expenses and debt collection commissions on a full indemnity basis incurred in obtaining payment for any amounts owing to BSDG in respect of the Work Product.(c)If the Client disputes the whole or any portion of the amount claimed in an invoice submitted by BSDG, the Client shall pay the portion of the amount stated in the invoice which is not in dispute and shall notify BSDG in writing (within 7 days of receipt of the invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was invoiced, then the Client shall pay the amount finally resolved together with a charge for interest at the rate of 1.5% per month (18% per annum) calculated on the daily outstanding balance of the resolved amount.(d)In the event that: -i.the delivery or installation of the Work Product is delayed;ii.BSDG is required to deliver or install the Work Product in circumstances other than those expressly or reasonably assumed or contemplated in a transaction of this nature; oriii.there is a change in the timing or complexity of delivery or installation, or reasons other than a breach of this Agreement by BSDG, then BSDG shall be entitled to payment of an Additional Charge on a time and materials basis in respect of additional resources utilised in order to fulfil its obligations under this Agreement.
11. TITLE AND RISK(a)Title in the Work Product will not pass to the Client until all monies owing by the Client to BSDG have been paid in full.(b)The Client shall return the Work Product to BSDG on demand at any time prior to payment of the monies owing to BSDG in full and immediately following the making of a demand BSDG shall be entitled to enter the Client’s premises for the purpose of retaking the Work Product and may resell the Work Product to another person.(c)Notwithstanding clause 10(a), risk of loss or damage to the Work Product passes to the Client upon delivery of the Work Product to the Site.
12. LIMITED WARRANTY(a)BSDG warrants that at the date of Installation it believes the Work Product to be free from defects in materials and workmanship.(b)The Client may during the Defects Period notify BSDG in writing of any defect or suspected defect in the Work Product. BSDG shall, to the extent necessary, inspect, replace or repair the Work Product at no Additional Charge and as soon as practicable after receiving written notice from the Client.(c)BSDG shall not be liable under clause 12(b) if the defect is the result of:-i.improper use or mismanagement of the Work Product by the Client;ii.operation of the Work Product other than in accordance with the instructions given by BSDG;iii.use of the Work Product in a manner not reasonably contemplated by BSDG;iv.modification of the Work Product not authorised by BSDG;v.use of the Work Product in a manner contrary to law;vi.subjection of the Work Product to unusual or unrecommended physical, environmental or electrical stress;vii.reinstallation or moving of the Work Product by a person other than BSDG;viii.The Client’s failure to comply with any terms of this Agreement;(b)Title in any replaced, modified or repaired Work Product will vest in or remain with BSDG until payment in full of all monies owing by the Client to BSDG.(f) If the Client provides notice of a defect or suspected defect pursuant to clause 12(b) and any subsequent inspection of the Work Product by BSDG reveals no defect, the direct and indirect costs and expenses associated with such inspection shall be paid by the Client as an Additional Charge.(g) The Client agrees that the warranty in this clause 12 may, at BSDG’s option be varied or replaced by specific warranty conditions issued in respect of the Work Product or any specific components of the Work Product including by way of any original or specific manufacturer’s warranty.
13. IMPLIED WARRANTIES & LIABILITY (a) Any conditions or warranties that may be implied into this Agreement by law or any other legislation in the Jurisdiction for the benefit of the Client that may lawfully be excluded are agreed to be excluded to the full extent permitted by law. Further, to the extent permitted by law, if BSDG becomes liable to the Client in any manner whatsoever for breach of any implied condition or warranty then BSDG‘s liability shall be limited to any one or more of the following:-(i)the replacement of the Work Product and/or Services or the supply of equivalent goods and/or services;(ii)the repair of the Work Product;(iii)the payment of the cost of replacing the Work Product and/or Services or of acquiring equivalent Work Product and/or Services; or(iv)the payment of the cost of having the Work Product repaired.(b)To the fullest extent permitted by law BSDG shall not be liable shall not be liable for any special, indirect, economic or consequential loss or damage which the Client may sustain howsoever arising whether in contract, tort, pursuant to statute or any other basis whatsoever.(c)To the extent permitted by law, the Client indemnifies BSDG, and agrees that its indemnity shall survive the termination of this Agreement, against any actions, claims, expenses, demands, costs, damages, proceedings or any other liability whatsoever suffered by BSDG in connection with the Client using the Work Product including without limitation, the Client using or incorporating the Work Product in other products used by the Client or supplied to the Client.
14.INTELLECTUAL PROPERTY BSDG is and remains the owner of all intellectual property used on or in connection with the goods or services.
15. HEALTH & SAFETY Upon delivery, the Client agrees to assume responsibility for complying with all applicable health and safety regulations in relation to the reception, storage, handling and use of the Work Product and where BSDG supplies information to the Client in relation to the potential hazards it will bring such information to the attention of the Client’s staff and users of the Work Product.
16. TERM This Agreement shall continue until terminated by breach. If either party considers the other party to be in breach of a term or condition of this Agreement, then it may give notice of that breach to the other party and if the other party does not remedy the breach within 14 days of receiving notice of the breach, then the party giving the notice shall be entitled to terminate this Agreement by written notice.
17. NOTICES Any notice, consent or demand given under this Agreement must be given in writing. The service of any notice, document or court proceedings on the Client shall be deemed to have occurred if served at the Client’s address specified in the GVA.
18. ASSIGNMENT The Client shall not assign or otherwise transmit this Agreement without the prior consent of BSDG.
19. LAW The agreement for sale of goods or supply of services by the Seller is governed by and must be interpreted in accordance with the laws of New South Wales, Australia. The Buyer unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.