Standard Terms & Conditions of Purchase

1. Aptella Terms & Conditions

These Terms and Conditions of Purchase apply to all Purchase Orders (POs) issued by Aptella Pty Ltd (‘Aptella’) to the supplier or vendor (‘Vendor’). Any terms, conditions, quotations, delivery dockets, or invoices provided by the Vendor that conflict with or attempt to modify these Terms are explicitly rejected and shall have no legal force or effect unless expressly agreed to in writing and signed by an authorized executive officer of Aptella.

2. Supplier Warranties & Quality Assurance

The Vendor warrants that all goods, components, equipment, software, and services supplied under this Purchase Order: (a) are new, unused, and free from defects in design, materials, and workmanship; (b) strictly conform to all specifications, drawings, samples, and descriptions provided by Aptella; (c) are fit for the specific purpose made known to the Vendor or for which they are ordinarily used; and (d) carry a minimum warranty period of twelve (12) months from the date of final acceptance by Aptella (or the standard manufacturer warranty, whichever is greater).

3. Compliance, International Shipping & Customs Documentation

The Vendor must ensure all supplied goods comply with applicable laws, industry standards, and regulatory requirements (including ACMA, electrical safety, and environmental standards). For all shipments—specifically international dispatches—the Vendor must provide complete and accurate shipping documentation at or prior to dispatch to prevent customs delays. Required documentation includes commercial invoices, detailed packing lists, Air Waybills/Bills of Lading, Certificates of Origin, Safety Data Sheets (SDS), technical manuals, and product compliance reports. Processing of final payments or release of milestones remains subject to Aptella receiving all correct clearance and compliance documentation.

4. Delivery Terms, Incoterms, Payment & Risk

Delivery dates, shipping arrangements, and payment terms (such as upfront deposits, partial payments, or credit terms) will follow whatever is specifically written on the Purchase Order. If the Purchase Order specifies EX Works (EXW), the risk of loss or damage passes to Aptella as soon as the goods are handed to the freight courier at the supplier’s warehouse. For delivered orders (like DDP), risk stays with the supplier until the goods physically arrive at Aptella’s warehouse. Aptella reserves the right to cancel the order without penalty if the supplier fails to meet agreed delivery dates or breaches these Terms.

Definitions

In these Terms and Conditions, unless the context otherwise requires:

• “Aptella” means Aptella Pty Ltd (ABN 56 130 367 065).
• “Vendor” means the individual, company, supplier, manufacturer, or contractor named as the supplier on the Purchase Order.
• “Purchase Order (PO)” means Aptella’s formal electronic or written purchasing document sent to the Vendor detailing the requested goods, quantities, pricing, and delivery instructions.
• “Goods” means the hardware, equipment, components, positioning technology, spare parts, or software supplied by the Vendor under a Purchase Order.
• “Services” means any technical, calibration, installation, or consulting services provided by the Vendor under a Purchase Order.
• “Incoterms” means the standard international commercial shipping terms (such as EXW, FOB, or DDP) specified on the Purchase Order that govern risk and freight responsibilities.

Responsibilities

Vendor Responsibilities:

• Quality & Compliance: Supply Goods and Services that strictly match the agreed technical specifications, quality standards, and local regulatory requirements.
• Packaging & Transit: Properly pack, label, and protect all items to prevent damage or loss during transit.
• Documentation: Provide complete and accurate shipping paperwork (including commercial invoices, packing lists, Bills of Lading, Certificates of Origin, and Safety Data Sheets) at or prior to dispatch to ensure smooth customs clearance.
• Timely Delivery: Deliver Goods or perform Services on or before the agreed delivery date specified on the Purchase Order.

Aptella Responsibilities:

• Accurate Ordering: Issue clear Purchase Orders outlining the required items, quantities, pricing, delivery location, and agreed payment terms.
• Site Access: Provide reasonable access to Aptella’s nominated facilities during standard business hours for delivery or on-site service work.
• Payment: Process and remit payments to the Vendor in accordance with the payment terms specified on the Purchase Order, subject to receipt of valid invoices and required compliance documentation.