Terms and Conditions of Purchase
1. Formation of Contract
This Agreement applies to the requests for offers, the formation, the contents of, and the compliance with any Agreement and/or Purchase Oder in the performance of which Goods are supplied by the Seller to RF Tech. The Supplier will be deemed to have accepted this Agreement by the Supplier commencing work, providing the Goods or otherwise by the Supplier’s words or conduct indicating acceptance.
Acceptance means the Goods are found to comply in all respects with this Agreement and all goods, services, materials, documents and other information required under this Agreement have been supplied to RF Tech.
Agreement means the Purchase Order, these Purchase Order Terms and Conditions, and where applicable the Special Terms and Conditions and any document expressly incorporated as part of this Agreement.
Background IP means Intellectual Property, other than Third Party IP, that is in existence at the Effective Date or is subsequently brought into existence other than as a result of the performance of this Agreement, and is embodied in, or attaches to, the Goods.
Confidential Information means any and all technical and non-technical information provided by either party to the other, and may include, but is not limited to technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, know-how and trade secrets.
Counterfeit Goods means goods that: (a) are an unauthorised copy or substitute of an original equipment or component manufacturer (OEM); (b) are not traceable to an OEM sufficient to ensure authenticity; (c) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (d) have been re-worked, re-marked, repaired, refurbished, or otherwise modified from OEM design but are represented as OEM authentic or as new; or (e) have not passed successfully all OEM testing, verification screening, and quality control processes.
Goods means all goods, supplies or services to be provided under this Agreement.
Delivery Date means the date specified on the Purchase Order.
Effective Date means the date of the Purchase Order.
Eligible Data Breach means any unauthorised access to, unauthorised disclosure of, or loss of, Personal Information or Sensitive Information held by the Supplier, where such access, disclosure or loss is likely to result in serious harm to any of the individuals to whom the information relates.
Foreground IP means all Intellectual Property that is created under or otherwise in connection with the Agreement, other than Third Party IP.
Hazardous Substance is a substance that meets any of the classification criteria specified in the Approved Criteria for Classifying Hazardous Substances [NOHSC:1008(2004].
Intellectual Property means all present and future copyright, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, registered and unregistered designs, Confidential Information, circuit layouts and any other rights resulting from intellectual activity.
Purchase Order means a written order, placed with the Supplier by RF Tech for the provision of the Goods in accordance with this Agreement.
Purchase Order Terms and Conditions means these purchase order terms and conditions.
Quality System means a quality system that meets the requirements of AS/NZS ISO 9001:2016 (Quality Management Systems), AS9100/AS9110/AS9120 or such other similar quality control system acceptable to RF Tech.
RF Tech means R.F. Technologies Aust Pty Ltd ABN 19 010 016 140.
Special Terms and Conditions means any RF Tech terms and conditions in addition to the Purchase Order Terms and Conditions which are annexed to the Purchase Order Terms and Conditions.
Supplier means the entity specified on the Purchase Order.
Third Party IP means Intellectual Property that is owned by a party other than RF Tech or the Supplier and which is embodied in or attaches to or is otherwise necessarily related to the functioning or operation of the Goods.
Warranty Period means a period of 12 months from Acceptance, unless specified otherwise in any Special Terms and Conditions or Purchase Order.
The Supplier will deliver the Goods no later than the Delivery Date. In the event of any anticipated or actual delay, the Supplier will immediately notify RF Tech in writing of the reasons for the delay and the actions to minimise the delay.
4. Price, Payment & Taxes
The rates and prices payable for the Goods are fixed and include all taxes, costs and expenses relating to packaging, marking, handling, freight, insurance, and delivery and any other applicable costs and expenses; and are inclusive of any applicable taxes (excluding GST), charges, duties, levies.
5. Compliance to Quality Standards
The Supplier must:
a) provide the Goods in accordance with a Quality System;
b) notify RF Tech as soon as practicable if there is any change to the quality certification status of the Supplier;
c) if requested by RF Tech, grant RF Tech, or a third party nominated by RF Tech, access to the Supplier’s premises, books, records and other documents to assess the Supplier’s compliance with a Quality System;
d) retain records confirming the Deliverable’s compliance with a Quality System for a period of three (3) years;
e) notify RF Tech as soon as practicable of any non-conformance of the Goods;
f) notify RF Tech of any process, material or tooling change that may impact RF Tech’s use of the Goods and provide evidence to RF Tech of a first article inspection that assesses the impact of that change; and
g) ensure that its subcontractors comply with the Supplier’s obligations in this clause.
RF Tech may inspect and test the Goods prior to Acceptance. If, in the reasonable opinion of RF Tech, the Goods do not comply with the requirements of this Agreement, RF Tech may reject and return the Goods at the Supplier's expense. RF Tech shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
6. Special Quality Clause - Applicable only when specified on Purchase Order
6.1 A Certificate of Conformance (C of C) shall accompany each shipment which includes a statement that Goods meet all Purchase Order requirements. The C of C shall contain supplier name, authorising signature with title, date, Purchase Order number, part number, quantity and supplier lot number.
6.2 First Article Inspection - The Seller shall furnish a documented first article per AS9102 produced on production equipment and
using processes that will be used on production components. First article shall be identified as such; inspection will be performed at
Seller’s facility. First article reports are required under the following conditions:
a) when making a process change, supplier change, or sub‐tier supplier change;
b) following refurbishment or rearrangement of existing tooling or equipment;
c) when changes are made to existing products that affect fit, form, or function;
d) when requested.
6.3 Test Report – Each shipment must be accompanied by one (1) copy of actual test results identifiable with test parameter and
6.4 Solderability – All parts and materials supplied on this purchase order shall comply with the requirements specified in J‐STD‐002
6.5 SDS – The supplier shall submit a Safety Data Sheet with each shipment on this purchase order.
6.6 Coloring of product must remain consistent from lot to lot.
6.7 Record Retention ‐ The Seller shall retain and maintain quality records pertaining to the Goods for a minimum of seven (7) years.
6.8 Time (and temperature) sensitive material – Shelf life information is required. Supplier shall submit a Certificate of Conformance or label
the containers with the manufacturer’s name, type of material, date of manufacture, and shelf life. All materials received shall have a
minimum of 80% of its original shelf life remaining upon receipt at RF TECH unless otherwise stated on the Purchase Order.
6.9 Packaging – Items must be packaged per standard commercial methods to preclude damage during shipment.
7. Risk and Title
Risk in the Goods passes from the Supplier to RF Tech on the completion of both delivery and Acceptance. Ownership of, and unencumbered title to, the Goods or any part of the Goods passes to RF Tech upon payment.
8. Intellectual Property
a) assigns to RF Tech immediately upon its creation, the rights in and ownership of all Foreground IP;
b) grants to RF Tech a fully paid up, perpetual, royalty free, irrevocable, world-wide, non-exclusive licence in respect of all Background IP, including the right to sub-licence, exploit, use, maintain, modify, develop, support, adapt and dispose of the Goods for RF Tech’s purposes;
c) must use its best endeavours to ensure that RF Tech is granted a licence to exercise all Third-Party IP on the best available commercial terms; and
d) undertakes to RF Tech that it has sufficient right, title and interest in all Foreground IP and Background IP for RF Tech to obtain and exercise all of the right, title and interest given to RF Tech under this clause.
Nothing in this clause affects the ownership of Background IP or Third-Party IP.
Each party must keep confidential all Confidential Information which comes to its knowledge either directly or indirectly and must not disclose any Confidential Information to any person except for the purposes of this Agreement and on a need to know basis. Nothing in this Agreement requires the parties to maintain the confidentiality of any Confidential Information where:
a) at the time the Confidential Information was first disclosed, the receiving party was in lawful possession of the Confidential Information;
b) Confidential Information was developed independently of the disclosing party;
c) Confidential Information is or becomes public knowledge other than from the negligence of a party or a breach of this Agreement; or
e) disclosure of the Confidential Information is required by legislation or court order and the party disclosing under this sub-clause has provided written notice prior to disclosing the Confidential Information.
Upon receipt of written notice from RF Tech, or in any event at the termination or completion of this Agreement, the Supplier must immediately return to RF Tech or (to the extent RF Tech consents) destroy, delete or erase all copies of RF Tech Confidential Information in its possession and control.
10.1 The Seller warrants that:
a) The Goods will not be counterfeit Goods. The Supplier must:
i. immediately notify RF Tech in writing, of any changes to circumstances which may affect the Supplier’s capacity to provide this warranty; and
ii. meet all costs, irrespective of whether the costs are direct or incidental, associated with the discharge of the warranties under this clause, and at its own expense remedy any errors or defects in Goods that are in breach of this clause which are notified by RF Tech prior to the end of the Warranty Period;
b) will conform to drawings, materials, descriptions, and specifications designated by RF Tech and with all samples approved;
c) will be of merchantable quality and fit and sufficient for the particular purposes intended, new, best available technology, safe, of
first‐class materials and workmanship and free from defects, contamination;
d) will be marked to specifications and requirements;
e) shall handle and package product to preclude damage during processing and shipping. If material is received in a damaged condition,
it will be treated as nonconforming material;
f) will not infringe any patents, copyrights, or other proprietary rights;
g) will be free from all liens and encumbrances.
10.2 The Seller commits that upon any breach of above warranty, the Seller will be liable for up to and including:
a) the costs of repair, modification, cover or replacement of these goods;
b) all loss, damage, costs, and expenses arising therein;
c) all incidental, strict, and consequential damages arising therein;
d) all liabilities, damages, charges, costs, and expenses that RF Tech is required to pay or perform to.
11. Restriction of Hazardous Substances (RoHS)
Products supplied on this purchase order shall be compliant with the EU2011/65/EU Directive on RoHS banned substances and all subsequent revisions and amendments unless otherwise approved in writing. No products or their components may exceed the designated thresholds for cadmium, hexavalent chromium, lead, mercury, polybrominated biphenyls (PBB) and polybrominated diphenyls ether (PBDE). Supplier shall identify the status of RoHS compliance for each product delivered upon request by RF Tech.
12. Electronic Discharge (ESD)
Supplier shall maintain appropriate manufacturing and handling processes in accordance with ANSI ESD S20.20 for all items delivered on this purchase order which are susceptible to damage from electrostatic discharge (ESD). All ESD sensitive products shall be manufactured and packaged or wrapped in ESD protective containers or bags. Each bag shall be marked with an ESD warning label.
13. Termination for Default
If the Supplier:
a) becomes bankrupt or insolvent, or being a company, goes into liquidation or has a receiver or manager appointed on behalf of its debenture holders, creditors or their assigns; or
b) is subject to a petition presented or proceedings taken or instituted in any court for the compulsory winding up of the Supplier and not having the petition or proceedings removed within one month of service; or
c) breaches any of the obligations specified in clauses 8 (Intellectual Property), 9 (Confidentiality), 10 (Warranty).
d) commits any act or omission, or breaches this Agreement and fails to remedy such default within seven days of delivery of a notice from RF Tech requiring the Supplier to remedy the breach,
RF Tech may immediately (without prejudice to any other right or remedies which RF Tech may be entitled to, whether under this Agreement, at law in equity or otherwise), terminate this Agreement by serving written notice on the Supplier.
14. Privacy and Cyber Security Breach Notification
The Supplier shall immediately notify RF Tech:
a) in writing of an Eligible Data Breach as defined in this Agreement and the Privacy Act 1988 (Cth); and
b) by telephone (between appropriate representatives of the Supplier and RF Tech) or in writing, if the security of the Supplier’s information systems is breached or compromised in any way by unauthorised users, viruses, or malicious computer programs.
15. Force Majeure
Neither party shall be liable for failure to perform or delay in performance hereunder if such failure or delay is due to fire, storm, flood, war, embargo, or any act of God or other cause or contingency beyond such party’s reasonable control; provided that, if any act or event described in this section prevents or will prevent the Seller from performing its obligations under this Agreement, RF Tech shall have the right, without obligation or liability to Seller to purchase material from another supplier until Seller is able to resume performance of its obligations.
16. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all communications, negotiations, arrangements and agreements, whether oral or in writing, between the parties with respect to the subject matter of this Agreement. No amendment or modification of this Agreement binds either party unless it is in writing and signed by both parties.
17. Governing Law
This Agreement shall be construed in accordance with and be governed by the laws enforced in the State of Queensland and the parties hereto submit to the jurisdiction of the Courts of that State for resolution of any disputes under this Agreement.
The Supplier must not release any publicity, advertisement or news release regarding this Agreement, RF Tech, RF Tech’s customers or the Goods.