Purchase Order Terms and Conditions

Australia and New Zealand

Purchase Order Terms and Conditions

Australia and New Zealand

(1) (All orders subject to these Conditions) By delivering or purporting to deliver or allowing delivery of any of the Goods or by providing or purporting to

provide any of the Services described in the Purchase Order to Treasury Wine Estates, from time to time, the Supplier is deemed to have

accepted and to be bound by these Conditions and the Purchase Order.

(2) (These Conditions prevail) Unless otherwise agreed in writing by Treasury Wine Estates, these Conditions prevail over all other terms of

any supply, even if the terms of any supply provide otherwise.

(3) (Standard of supply) The Supplier must ensure that all Goods and Services supplied to Treasury Wine Estates:

(a) are manufactured, grown, supplied and provided (as the case may be):

(i) with all due care and skill and in accordance with Treasury Wine Estates’ reasonable directions;

(ii) in a proper and efficient manner, using that standard of skill, diligence, prudence and foresight that would be reasonably expected

from a prudent, expert and experienced manufacturer and/or supplier of products or services (as the case may be) which are similar to

the Goods or Services;

(iii) in compliance with the requirements of all relevant laws, statutes, regulations, permits, licences and codes;

(b) meet or exceed any specifications or other requirements which Treasury Wine Estates provides the Supplier, from time to time,

including those set out in the Purchase Order (if relevant) (the "Specifications"); and

(c) are of Acceptable Quality

(4) (Delivery) The Supplier must deliver the Goods and supply the Services in accordance with the requirements of, and by the times specified in, the

Purchase Order.

(5) (Property in Goods) Title in the Goods passes to Treasury Wine Estates upon delivery to Treasury Wine Estates site or

collection by Treasury Wine Estates (as the case may be). Property in Our Goods remains with Treasury Wine Estates

at all times and the Supplier holds Our Goods as bailee. The Supplier must not claim or attempt to enforce any lien or other charge or encumbrance over

Our Goods, nor will the Supplier have any rights to sell or dispose of Our Goods.

(6) (Bill to Address) The Supplier must send invoices for payment by Treasury Wine Estates to the following Bill to Address. Invoices not

forwarded to this address may experience delays in processing or be returned to the Supplier.;

Treasury Wine Estates Accounts Payable

GPO Locked Bag 20041

Melbourne 3001

(7) (Payment) Treasury Wine Estates will pay the Supplier the Purchase Price by electronic funds transfer (or other payment

method notified in writing by Treasury Wine Estates) within 65 days from the end of the month of the date of a valid tax invoice from the Supplier, except where Treasury Wine Estates disputes the invoice or exercises its right to withhold payment in accordance with clause 7 or is required to withhold an amount in accordance with

clause 10.

(8) (Rejection after delivery) If Treasury Wine Estates considers that all or any part of the Goods delivered to it by the Supplier do not

comply (in whole or in part) with clause 3, Treasury Wine Estates may reject all or any part of those Goods ("Rejected Goods") by written

notice to Supplier giving reasons for such rejection ("Rejection Notice"). Treasury Wine Estates may return or destroy the Rejected

Goods at its sole discretion.

Treasury Wine Estates is not obliged to pay for Rejected Goods and may withhold payment of any amount otherwise due to the Supplier

for the Rejected Goods. If Treasury Wine Estates has, for whatever reason, already paid the Supplier for the Rejected Goods, Treasury

Wine Estates Australia Limited may elect for the Supplier to refund to Treasury Wine Estates the amount that has been paid for those

Rejected Goods. If Treasury Wine Estates rejects Goods in accordance with this clause, the Supplier must, upon Treasury Wine

Estates Australia Limited' request, deliver replacement Goods that comply with clause 3 ("Replacement Goods") within 10 days of Treasury Wine

Estates Australia Limited providing notice to the Supplier to deliver Replacement Goods in accordance with these Conditions.

(9) (Reimbursement of costs) The Supplier must reimburse Treasury Wine Estates upon demand for all reasonable costs incurred by

Treasury Wine Estates in:

(a) returning the Rejected Goods to the Supplier (including storage and transport costs); and

(b) destroying Rejected Goods and all associated costs (including transport and storage costs).

(10) (Set off) Treasury Wine Estates may set-off any money payable by the Supplier to Treasury Wine Estates under this

Agreement against any amount payable by Treasury Wine Estates to the Supplier under this or any other Agreement.

(11) Withholding tax

Notwithstanding any other clause of these Conditions, if a law requires Treasury Wine Estates to deduct an amount in respect of tax

from any amount payable to the Supplier ("Fee"), Treasury Wine Estates will deduct the amount of the tax from the Fee and remit the

tax deducted to the relevant authority. Treasury Wine Estates will pay the Fee less the tax deducted to the Supplier in full satisfaction of

the Fee otherwise payable. Treasury Wine Estates will exercise its best endeavours to obtain a receipt from the relevant authority for

the tax paid and provide that receipt to the Supplier.

(12) (GST)

(a) The recipient of a taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply subject to

the recipient receiving a valid Tax Invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be

made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement. This clause does not apply

to taxable importations.

(b) If an Adjustment Event occurs in relation to any taxable supply, the supplier must provide an Adjustment Note to the recipient within 28 days.

(c) Where the supplier and recipient agree, the recipient may issue Recipient Created Tax Invoices and Adjustment Notes.

(d) Words and expressions which are not defined in this document but which have a defined meaning in the A New Tax System(Goods and Services

Tax) Act 1999 have that same meaning.

(13) (Supplier's indemnity) The Supplier indemnifies Treasury Wine Estates, its related bodies corporate (as defined in the Corporations Act

2001(Cth)) and each of their representatives (the "Indemnified Parties") from, and against, all loss and liability incurred or paid by the Indemnified Parties

as a result of or in connection with:

(a) any wilful, unlawful or negligent act or omission of the Supplier or its representatives (including, without limitation, its agents and sub-contractors);

(b) a breach or a failure or delay in the performance of the terms of these Conditions by the Supplier or its representatives (including, without

limitation, its agents and sub-contractors); and

(c) a product recall or defective Goods caused or contributed to by the acts or omissions of the Supplier or its representatives (including, without

limitation, its agents and sub-contractors),

For the purposes of this clause, 'defective Goods' includes Goods which have not been manufactured strictly in accordance with the

Specifications.

(14) (Termination rights) Without prejudice to any and all other remedies which Treasury Wine Estates may have at law or in equity,

Treasury Wine Estates may immediately terminate these Conditions upon notice to the Supplier if:

(a) the Supplier fails to perform or observe any of the terms of these Conditions as they apply to them and fails to remedy such breach within 14

days after a notice from Treasury Wine Estates to remedy that failure;

(b) the Supplier breaches any material obligation under these Conditions which is not capable of remedy;

(c) the Supplier becomes insolvent or makes an assignment for the benefit of its creditors;

(d) the Supplier has a receiver, receiver and manager, administrator, investigator or liquidator appointed over all or any of its assets or if an order

is made or a resolution passed for the winding up of that party;

(e) the Supplier discontinues business or ceases to do business so as not to be able to properly give effect to these Conditions; or

(f) the Supplier repeatedly fails to supply the Goods or Services in conformity with the Specifications or to Treasury Wine Estates Australia

Limited reasonable satisfaction.

If these Conditions are terminated in accordance with this clause, the Supplier must make available to Treasury Wine Estates all

Goods (including Our Goods) within their control or possession. The Supplier grants Treasury Wine Estates a licence to enter any

premises on which the Goods (including Our Goods) are situated.

(15) (Supplier's warranties) The Supplier warrants that:

(a) it has the requisite knowledge, skill and expertise to supply the Goods or Services in accordance with these Conditions;

(b) it is able to pass good title to the Goods to Treasury Wine Estates; and

(c) it has full capacity and all necessary licences, permits and consents to enter into and to supply the Goods and Services

(16) (Insurance) During the Term, the Supplier must take out and maintain appropriate levels of product liability and public liability insurance cover with a

reputable insurer to adequately cover its exposure in supplying the Goods or Services.

(17) (Confidentiality) Each party and its representatives must not, without the written consent of the other party:

(a) use the other party's Confidential Information other than for the purposes of performing its obligation or exercising its rights under these

Conditions; or

(b) disclose the other party's Confidential Information to any person

For the purposes of this clause, 'Confidential Information' means the terms of these Conditions, any information, documentation, image or items that

are designated by a party as confidential, any information of a confidential character which has been communicated to the other party and any trade

secret, manufacturing process, formulae or any information relating to the business affairs, accounts work, marketing plans, sales plans, prospects,

research, management, financing, products, inventions, designs, processes and any data bases, data surveys, specifications, drawings, records,

reports, software or other documents, material or other information whether in writing or otherwise concerning a party or any of their customers or

suppliers to which the other party gains access or which one party has prepared for, or provided to, the other, whether before, during or after the

Term.

(18) (Intellectual Property) All intellectual property rights arising as a result of the provision of any Services to Treasury Wine Estates

under this Agreement (including intellectual property rights in reports, documents and all other deliverables the Supplier produces for Treasury Wine

Estates Australia Limited) vests in Treasury Wine Estates and the Supplier now assigns to Treasury Wine Estates all

such intellectual property rights (including those subsisting in the future).

(19) (Obligations to continue) The obligations of each party under clauses 12 and 16 will survive expiration or termination of these Conditions and will be

enforceable at any time at law or in equity and will continue to the benefit of and been enforceable by the other party.

(20) (Waiver and amendment) No failure or delay in exercising any right of the Supplier under these Conditions shall operate as a waiver of such right.

Treasury Wine Estates reserves the right to amend these Conditions from time to time. Such amended Conditions shall supersede all

Conditions previously issued by Treasury Wine Estates.

(21) (Relationship) The parties agree that neither party has any authority to make any representations on behalf of the other party and that no partnership,

joint venture, agency or other relationship is formed between the parties to these Conditions.

(22) (Probity) During the Term, the Supplier must not, and must ensure that its representatives do not, engage in any activity likely to compromise the

Supplier or its representative's ability to perform their obligations under this Agreement fairly and independently. Should a conflict of interest or a

potential conflict of interest exist or arise, the Supplier must immediately advise Treasury Wine Estates and do everything in its power

to remedy the conflict.

(23) (No assignment) The Supplier may not assign or transfer its interest in these Conditions without Treasury Wine Estates prior written

consent (which may be withheld in Treasury Wine Estates absolute discretion).

(24) (No sub-contracting) The Supplier may not sub-contract the performance of its obligations under these Conditions without the prior written consent of

Treasury Wine Estates (which may be withheld in Treasury Wine Estates' absolute discretion).

(25) (Entire understanding) These Conditions embody the entire understanding and agreement between the parties as to the subject matter of these

Conditions and supersede all prior arrangements, understandings and agreements.

(26) (Governing law) These Conditions are governed by and will be construed in accordance with the laws of Victoria, Australia.

(27) (Definitions)

(a) Acceptable Quality has the meaning given in s54(2) of Schedule 2 to the Competition and Consumer Act 2010 (Cth) for Goods and, for Services, correlates to the guarantee in s61(2) of Schedule 2 to the Competition and Consumer Act 2010 (Cth).

(b) Conditions means these Purchase Order Terms and Conditions;

(c) Goods means the goods manufactured, grown, supplied and/or provided by the Supplier as specified in the Purchase Order but excluding Our

Goods;

(d) Our Goods means any goods or materials that Treasury Wine Estates provides to the Supplier in order for the Supplier to

provide Treasury Wine Estates with the Goods or Services;

(e) Purchase Order means the purchase order issued by Treasury Wine Estates to the Supplier that accompanies these

Conditions;

(f) Purchase Price means the purchase price for the Goods and Services as set out in the Purchase Order;

(g) Services means the services specified in the Purchase Order (if any);

(h) Supplier means the person named in the Purchase Order as the supplier of the Goods and/or Services; and

(i) Treasury Wine Estates means the subsidiary of Treasury Wine Estates Limited (ABN 24 004 373862) specified in the Purchase Order.



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