NLV Downsizer Grant - Terms and Conditions - correct as of 6th June 2017


1. Definitions

In these Standard Terms, the following words have the following meanings:

“Confidential Information” means any information (regardless of its form):
(a) relating to the Purchaser or any National Lifestyle Villages Group Company, whether provided
to the Supplier by any of them or otherwise acquired by the Supplier; and
(b) supplied by the Purchaser to the Supplier or brought into existence by the Supplier for the
purpose of this Purchase Order; whether the Supplier becomes aware of it before or after the date of the Purchase Order, but does not include information to the extent that it is in the public domain (otherwise as a result of a breach of confidentiality by the Supplier or any of the Supplier’s permitted disclosees).

“Goods” and “Services” means the goods and/or services (as applicable) specified in the Purchase

“National Lifestyle Villages Group Company” means any company which is a related body
corporate (as that term is used in the Corporations Act 2001) of National Lifestyle Villages Pty Ltd
ACN 089 174 845;

“Purchase Order” means a purchase order issued to the Supplier by the Purchaser in respect of the
supply of Goods and/or the performance of Services, and includes and incorporates these Standard

“Purchaser” means the entity specified as such on the Purchase Order;

“Standard Terms” means these Purchase Order Standard Terms & Conditions; and

“Supplier” means the entity specified in the Purchase Order;

2. Exclusion of other Terms and Conditions

This Purchase Order is comprised solely of the terms and conditions set out in these Standard Terms.
To the extent that any other terms and conditions are sought to be incorporated into this Purchase
Order those terms and conditions are of no effect. No terms and conditions other than those set out in
this Purchase Order will be binding upon the Purchaser unless those other terms and conditions are
signed by the Procurement & Contracts Manager of the Purchaser or by such person as the
Procurement & Contracts Manager of the Purchaser authorises in writing.

3. Ambiguities etc

In the event of any ambiguity, discrepancy, inconsistency, error, omission or question of priority in this
Purchase Order discovered by the Supplier, the Supplier must forthwith notify details of it to the
Purchaser, which shall advise the Supplier of the interpretation to apply and any such advice will be
final and binding.

4. Liability Restricted to Purchaser

Other than the Purchaser, no National Lifestyle Villages Group Company has any liability to the
Supplier under this Purchase Order.

5. Payment Terms

Unless otherwise agreed in writing, payments will be in accordance with the Purchaser’s standard
payment terms of net 30 days from the end of the month of receipt of a valid tax invoice rendered in
compliance with this Purchase Order.

6. Payments

(a) Other than as specified in the Purchase Order:

(i) the Purchaser shall not be responsible and need not reimburse the Supplier for any
costs, charges or disbursements incurred by the Supplier in the course of performing
the Services or providing the Goods; and

(ii) the Supplier must pay and the Purchaser is not required to reimburse the Supplier for

all local, state, sales and use taxes when applicable.

(b) The payments specified in the Purchaser Order shall be fixed and firm for the duration of the
Purchase Order.

7. Tax Invoices

Tax invoices may only be rendered on or after delivery of the Goods and/or Services. The Supplier
must identify the GST for each component of the Goods and/or Services supplied and the tax invoice
must show the associated Purchase Order number.

Tax invoices for all National Lifestyle Villages Group Companies are to be sent to:
PO Box 6423
East Perth
WA 6892

or emailed to:

8. Suspension of Services

(a) The Purchaser may at any time at its discretion direct the Supplier to suspend the performance
of the whole or part of the Services for such time as the Purchaser sees fit.

(b) The Purchaser may, at its discretion, direct the Supplier to recommence the whole or the
relevant part of the Services.

(c) The Supplier shall bear all costs of a suspension incurred by the Supplier.

9. Variations

(a) The Purchaser may at any time and from time to time by notice in writing to the Supplier vary
the Goods or the Services either by way of increase or decrease in the Goods or the Services
or change in the character or quality of material or equipment used in the Goods or the
performance of the Services, or variation of the required delivery date.

(b) No variation shall in any way vitiate or invalidate this Purchase Order, but their value, as
mutually agreed in writing, shall be taken into account in increasing or reducing the payment
payable to the Supplier for the provisions of the Goods or performance of the Services.

(c) Any variation of the Goods or Services which the Supplier is or has become bound to perform
hereunder shall be deemed part of the Goods or Services.

(d) Any claim by the Supplier for a variation in the amount to the paid to it as a result of the
variation of the Goods or Services must be provided to the Purchaser in writing within 20 days
of the date of receipt by the Supplier of notification of the variation and must specify the amount
claimed and include supporting cost figures.

10. Cancellation for Convenience

The Purchaser may elect to cancel a Purchase Order, in whole or in part, with respect to any
undelivered Goods (other than those in transit at the time of cancellation) and /or unperformed Services
for the Purchaser’s convenience. If and to the extent that the cancellation covers non-standard Goods
or materials for the performance of Services, which have been manufactured or purchased at the
Purchaser’s request, the Purchaser shall pay the Supplier for the reasonable cost of such Goods and
materials (after taking into account any amount which the Supplier could receive from their reuse or
resale) and shall not be liable for any other loss, costs or damages sustained by the Supplier in relation
to the cancellation.

11. Warranty

The Supplier warrants that the Goods and /or Services shall comply with the Purchase Order, all
relevant laws and standards and not infringe any other party’s rights and that:

(a) the Goods shall be new, of merchantable quality, free from defects in materials and
workmanship and fit for the purpose for which they are sold; and

(b) the Services will be performed in a professional manner by appropriately qualified personnel.

12. Title & Risk

The Supplier warrants that the Goods and/or Services are not subject to any third party rights and that
the Supplier has, and will on delivery give the Purchaser, clear and merchantable title to them. Risk in
the Goods will remain with the Supplier until delivery of the Goods to the Purchaser, at which time it will
pass to the Purchaser.

13. Termination for Breach

If a party breaches any term of this Purchase Order and fails to remedy that breach within 14 days of
being given notice to do so, the other party may terminate this Purchase Order.

14. Time of Essence

Time is of the essence with respect to the obligations of the Supplier under this Purchase Order.

15. Inspection and Testing

(a) All Services and Goods are subject to inspection by the Purchaser before, during performance
and after delivery. The Purchaser may require the Supplier to repair or replace rejected Goods
or the Purchaser may accept any Goods and upon discovery of non conformance, may reject or
keep and re-work any such Goods not so conforming. The cost of repair, re-work, replacement,
inspection, transportation, repacking and/or reinspection by the Purchaser shall be at the
Supplier’s expense.

(b) If the inspection and test are conducted at the premises of the Supplier, the Supplier shall
furnish without additional charge all reasonable facilities and assistance for the safe and
convenient inspection and tests required by the Purchaser’s inspectors in the performance of
their duty. This clause is supplemental to and not in lieu of the provisions of clause 15(a).

(c) Failure to inspect by the Purchaser does not relieve the Supplier of any responsibility to perform
according to the terms of this Purchase Order.

(d) The Supplier shall be liable for and indemnifies the Purchaser against any loss, damage or
expense whatsoever that the Purchaser may suffer or incur as a result of the failure of the
Goods to comply with this Purchase Order, including replacement (if the Purchaser so elects) of
Goods that do not comply with this Purchase Order.

(e) This clause 15 is supplemental to and not in lieu of clause 16.

16. Rejection of Services

(a) If at any time up to 3 months after the date of provision of any Services the Purchaser
determines that the Services or any part of the Services completed by the Supplier are not in
accordance with the requirements of this Purchase Order then the Purchaser shall notify the
Supplier in writing stating the reasons.

(b) The Supplier shall, at no cost to the Purchaser, proceed promptly to re-perform any part of the
Services nominated by the Purchaser in a manner consistent with its obligations under this
Purchase Order within the time specified in the Purchaser’ notice.

(c) This clause 16 is supplemental to and not in lieu of clause 15.

17. Rejection of Goods

The Purchaser reserves the right to refuse or return at Supplier’s risk and expense any Goods supplied
in excess of the Purchaser’s orders or in advance of required schedules, or which do not comply with
the Purchaser’s written requirements, or to defer payment on advance deliveries until scheduled
delivery dates.

18. Reporting

The Supplier must promptly notify the Purchaser:

(a) of any information which may affect the performance of Services or the delivery of the Goods;

(b) of any problems it encounters in the performance of its obligations under this Purchase Order;

(c) of any event or circumstance that may or will:
(i) give rise to a complaint to the Purchaser regarding the Supplier, the Supplier’s
Personnel, the Services, the Goods or any matter under this Purchase Order;
(ii) adversely affect the reputation of the Purchaser.

19. Confidential Information

(a) The Supplier and the Personnel must keep secret and confidential and must not disclose to any
third party without the prior written consent of the Purchaser any Confidential Information and
the Supplier must take or cause to be taken such reasonable precautions as may be necessary
to maintain secrecy and confidentiality and prevent disclosure, including obtaining
confidentiality agreements in a form satisfactory to the Purchaser from the Personnel,
contractors and/or agents.

(b) The Supplier may only use the Confidential Information for the supply of Goods or performance
of Services under this Purchase Order.

(c) The Supplier must not advertise, publish or release information (including Confidential
Information) or statements to the media or to the public concerning the Purchase Order, the
Goods, the Services or operations of the Purchaser without the prior written consent of the
Purchaser on each occasion.

20. Intellectual Property

(a) All reports or documents created or supplied by the Supplier as part of the Services shall be the
property of the Purchaser and the Supplier hereby transfers all its property in and ownership of
such and the copyright in them to the Purchaser. The Supplier shall do all things reasonably
necessary to perfect the Purchaser’s ownership as the Purchaser may require.

(b) The Supplier warrants that nothing in the Goods or the Services will infringe any intellectual
property right of any person and the Supplier shall indemnify the Purchaser against any action,
cost, damage or expense, including consequential loss, loss of profit and lost opportunity
resulting from any alleged infringement.

(c) In the event that any item provided by the Supplier does infringe a right set out above then the
Purchaser may, at its option, require the Supplier to replace that item with an equivalent item
that does not infringe such a right.

21. Disputes

(a) If any dispute arises as to this Purchase Order or a breach of this Purchase Order, then the
party claiming the breach or dispute shall notify the other party as soon as possible.

(b) Subject to clauses 8 and 10, pending resolution or settlement of any dispute, the Supplier must
continue to provide the Goods and/or Services under the terms of this Purchase Order.

22. Indemnity

(a) The Supplier shall be solely liable and shall indemnify and keep indemnified and hold harmless
the Purchaser and its directors, officers, employees and agents against any liability, loss
(including but not limited to consequential loss, loss of profit and lost opportunity), damage,
claim, suit, action, demand, expense or proceedings of whatsoever nature that may be made or
brought by any person against all or any of them or the employees, professional consultants or
agents of all or any of them whatsoever whether arising under any statute or at common law
and irrespective of whether or not the negligence of the Purchaser or any party indemnified
caused or contributed to the loss, damage, claim, suit, action, demand, expense or
proceedings, arising out of or as a consequence of:

(i) the supply or performance of the Services or the Goods or breach of this Purchase
Order by the Supplier or its employees, agents or sub-contractors, including without
limitation, a breach in respect of which the Purchaser exercises a right to terminate this
Purchase Order;

(ii) claims which may be asserted by any person against any Services performed or Goods
provided by the Supplier under this Purchase Order;

(iii) personal injury (which expression shall include illness and disability as defined in the
Workers’ Compensation and Rehabilitation Act 1981 (WA)(as amended)) to, or death of
any and all persons whomsoever under the Purchase Order, or other obligations
hereunder directly or indirectly associated therewith, including but not limited to any
liability the Purchaser may have as principal under section 175 of the Workers’
Compensation and Rehabilitation Act 1981 (WA);

(iv) loss of or damage to any property or injury to or death of any person caused or
contributed to by any act or omission of the Supplier or its employees, contractors or

23. Insurance

(a) The Supplier must take out and maintain throughout the duration of this Purchase Order and,
where specified in this Purchase Order, for the period specified after the duration of this
Purchase Order, at its own cost and expense the policies of insurance specified in this
Purchase Order which must contain any terms specified in this Purchase Order (“Required

(b) The Supplier must cooperate with and provide reasonable assistance to the Purchaser if the
Purchaser claims under any of the Required Insurance.

(c) The Supplier must provide the Purchaser with copies of each of the policies of the Required
Insurance and must further provide the Purchaser with a certificate of currency for each of them
whenever the Purchaser requests.

24. Severance

(a) If any term or condition of this Purchase Order:

(i) is or becomes void, voidable, illegal or unenforceable in its terms;
(ii) would not be void, voidable, illegal or unenforceable if it were read down; and
(iii) it is capable of being read down;
then that term or condition will be read down accordingly.

(b) If notwithstanding clause 24(a), a term or condition of this Purchase Order is still void, voidable,
illegal or unenforceable:

(i) if the term or condition would not be void, voidable, illegal or unenforceable if some
words were omitted, those words are severed; and
(ii) otherwise, the whole term or condition is severed;
and the rest of this Purchase Order will be of full force and effect.

25. Notices

Notices to be given by the Supplier to the Purchaser may be delivered personally, sent by post or
facsimile to the attention of the Procurement & Contracts Manager at the Purchaser’s address as
notified to the Supplier from time to time, and such notices shall be deemed to be delivered when
received by the Purchaser at the notified address. Notices to be given by the Purchaser to the Supplier
may be delivered personally or sent by post or by facsimile to the address specified in the Purchase
Order or to the last known address or facsimile number of the Supplier, and notices sent by post shall
be deemed to be delivered on the second business day following posting, and if sent by facsimile, on
the business day it was sent, provided a transmission confirmation receipt has been received by the

26. Certain Obligations to Survive Termination

The Supplier’s obligations under clauses 11, 12, 15, 16, 17, 19, 20, 22, 23, 28 of this Purchase Order
shall survive the termination of this Purchase Order and shall be enforceable by the Purchaser at any
time at law or in equity.

27. Assignment

The Supplier may not assign, transfer, or subcontract a Purchase Order or any right or obligation
relating to a Purchase Order, without the Purchaser’s written consent.

28. Governing Law

The Purchase Order will be governed by the laws of the state of Western Australia and the Supplier
agrees to submit to the jurisdiction of the courts of Western Australia.

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