Terms and Conditions of sale

1. UFC agrees to supply and deliver to the customer the goods specified in the invoices in consideration of the customer agreeing to pay the amount of the invoice. Property in goods shall only pass to the customer upon payment in full of all amount owing in respect to the goods.

2. UFC price excludes government taxes and charges. Should there be any changes to these charges or the introduction of a GST or similar, we reserve the right to vary the invoiced amount accordingly.

3. By placing an order the customer agrees that it will be bound by these Terms and Conditions if that order is accepted by UFC. An order shall be regarded as accepted by UFC when;

a. oral or written communication as to its intention to fill the order has been given to the customer, or;

b. an invoice has been sent to the customer, or;

c. despatch of goods is arranged.

4. UFC warrants that all goods sold by UFC shall be defect free. Goods are not deemed to be defective if supplied in accordance with the dimensional and material specifications supplied or approved by the customer. The only obligation of UFC is to replace any goods outside dimensional and material specifications or at the option of UFC to refund the invoice price. Any claims must be accompanied by a written credit request, quoting part number, and original invoice number and date. UFC has the right to inspect goods claimed to be defective. Any claims must be received within 14 days of receipt of invoice after which time goods will be deemed accepted by the customer.

5. The customer assumes all other risks, if any, including the risk of any injury, loss or damage, direct or consequential arising out of the use of or the inability to use goods supplied by UFC.

6. The customer is responsible for ensuring technical data and properties relating to the materials detailed in specifications for goods ordered are appropriate to the intended application of the goods. The customer is responsible for ensuring the goods are not exposed to hostile chemicals or environments other than those, which have been specified.

7. The customer shall pay within 30 days from the end of month of invoicing the amount of the invoice without deduction.

8. These conditions represent the entire agreement between UFC and customers with respect to supply of goods and cannot be changed except by written agreement between UFC and a customer.

PURCHASE ORDER TERMS & CONDITIONS

The references below have the following meanings:

UFC means Universal Forme Pty Ltd.

Supplier means the provider of the Goods and/or Services.

GST means the Goods and Services Tax.

Order means this Purchase Order.

Goods means products as specified.

Services means services as specified.

Invoice means Tax Invoice as in the Goods and Services Tax Act 1999.

2.1 Any change or modification to the Order unless agreed to by UFC in writing, will not be binding on UFC.

2.2 The prices stated on the Order exclude GST, are fixed and represent the total amount before GST, payable by UFC.

2.3 All Goods must be packed, marked and transported as specified in the Order but if not specified then in a proper and suitable manner and in all cases in accordance with the proper requirements of the carriers.

2.4 The Supplier is liable for any difference in freight charges arising from its failure to follow any transport instructions in the Order or properly describe the Goods transported.

2.5 If the Supplier issues an invoice without quoting the Order number, UFC may reject the invoice.

2.6 The Supplier agrees to observe and comply with all applicable federal, state and local laws, rules and regulations.

3.1 UFC is liable to the Supplier only when the Goods have been delivered and accepted by UFC notwithstanding any agreement to pay freight, express or other transportation charges or the passage of title by operation of law or otherwise and the cost of loss or damage in transit shall be borne by the Supplier.

3.2 In the case of Services provided under the Order, UFC is liable to the Supplier only when the Services have been performed to specification and to the satisfaction of UFC.

3.3 The Goods are subject to inspection, test and approval after receipt by UFC, notwithstanding any prior payment or inspection at source.

3.4 UFC may, without limiting any other rights it may have, reject any Goods or Services which contain defective design, workmanship or materials, do not conform to the specifications, do not include a valid UFC Order Number, or have not been ordered. Goods rejected may be returned at your risk and expense.

3.5 Acceptance by UFC of all or part of the Goods or Services supplied under the Order which is not in accordance with the Order shall not bind UFC to accept future deliveries or work.

4.1 Supplier warrants that the goods supplied hereunder shall conform to the specifications set forth on the face of this purchase order and be free from defects, liens and patent infringements.

4.2 Supplier warrants and represents that all goods sold hereunder or pursuant hereto will be of merchantable quality free from all defects in design, workmanship and materials, and will be fit for the particular purposes for which they are purchased and that the goods are provided in strict accordance with the specifications samples, drawings, designs or other requirements (including performance specifications) approved or adopted by UFC.

4.3 Any attempt by supplier to limit, disclaim, or restrict any warranties or remedies of UFC, by acknowledgment or otherwise in accepting or performing this order shall be null, void and ineffective without UFC's written consent.

The Supplier warrants that the provision or use of the Goods and/or Services will not infringe or contribute to the infringement of any patents, trademarks or copyrights of any country and the Supplier hereby indemnifies UFC against any claims, loses, damages, costs and expenses of any kind which may arise as a result of a breach of this warranty.

6.1 Unless expressly stated on the Order, UFC will pay for the Goods and/or Services as mutually agreed.

6.2 Payment for the Goods and/or Services does not imply acceptance of the Goods and/or Services by UFC.

7.1 Where UFC has notified the Supplier at the time when the Order is placed that the Order forms part of a contract entered into by UFC requiring a proportionate retention of monies for a period of time, UFC will apply and retain for that period the commensurate proportion of the sum payable by UFC to the Supplier.

7.2 UFC may require the Supplier to provide a bank guarantee in favour of UFC as security for the release of monies retained under clause 7.1 above.

Time is of the essence of the Order and UFC reserves the right to cancel or postpone the Order or any portion of it without penalty in the event that delivery and/or performance is not made within the specified time without liability for deliveries and/or performance previously made and accepted by UFC.

The Supplier agrees to pay and discharge all applicable taxes, duties and imposts on the Goods and/or Services including taxes in relation to employees, custom duties, import or export licenses and port charges. The Supplier hereby indemnifies UFC against any liability for such taxes, duties and imposts. UFC retains the right to withhold monies due to the Supplier in respect of any unpaid taxes, duties and imposts where payment of such by UFC is required by law or in relation to its contractual obligations.

The Supplier shall abide by and comply with the provisions of the Goods and Services Tax Act 1999 ( the GST Act ) where relevant and applicable to the Order for the Goods and/or Services and account for GST in accordance with the GST Act.

Nothing in the Order, nor any interest under it, may be assigned by the Supplier without UFC 's prior written approval.

At any time for any reason UFC may terminate by written notice any part or the whole, of the Order. Furthermore, UFC reserves the right to cancel the Order or any part of it if the Supplier breaches any of its terms or conditions, or if the Supplier commits any act of bankruptcy or insolvency, deemed or actual.

The Supplier agrees to indemnify and hold UFC harmless from and against any and all demands, claims, suits, actions, liabilities, costs of defence and any expenses for damage or damages to property or for the injury to or death of any person in any way arising from the supply of the Goods and/or Services, except for liability arising from the negligence or wilful act or omission of UFC.

The Supplier, at its own cost and risk, shall effect insurances against any risk or liability in connection with the Services, including, without limitation, public liability insurance, workers' compensation and employers' liability insurance and comprehensive motor vehicle third party liability insurance