Purchase Terms & Conditions
Purchase Terms and Conditions
1. Definitions
“Agreement” shall mean any long-term agreement, master purchase agreement, supply agreement or any other agreement that incorporates or references these Standard Terms and Conditions of Purchase.
“Confidential Information” shall mean all of Sterling Products® proprietary information, whether disclosed in oral, written, or electronic format, which includes but is not limited to, data, financial information, technical information, business strategies, designs, specifications, tests, reports, sample products or materials, manufacturing information, or any other information which Sterling Products® provides to Seller.
“Goods” shall mean all goods, parts, products, deliverables, items, or services provided by Seller to Sterling Products® pursuant to a Purchase Order and/or Agreement, which incorporates these Standard Terms and Conditions of Purchase.
“Purchase Order” shall mean the ordering document, whether in electronic or paper form, used by Sterling Products® to order Goods from Seller. Purchase Orders may also be issued by Sterling Products® pursuant to an Agreement with Seller that references these Terms and Conditions of Purchase.
“Media” shall include any photo, video, image, digital render, or visual representation of Sterling Products' goods, services, or facilities created or obtained by the Seller or their subcontractors during or as a result of their engagement.
“Seller” shall mean the legal entity selling Goods pursuant to the Purchase Order or Agreement, and these Standard Terms and Conditions of Purchase.
“Sterling Products®” shall mean Sterling Products® Pty Ltd., and any successor or assignee of Sterling Products®.
2. Modifications
Changes, modifications, waivers, additions or amendments to the terms and conditions of any Purchase Order, Agreement or these Standard Terms and Conditions of Purchase, shall be binding on Sterling Products® only if such changes, modifications, waivers, additions, or amendments are in writing and signed by a duly authorized representative of Sterling Products®.
3. Applicable Law
The validity, interpretation and performance of these terms and conditions and any purchase made hereunder shall be governed by the laws of the State of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.
Additionally, nothing in this Agreement is intended to exclude, restrict, or modify any rights that the Buyer may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)). Where the Buyer is deemed a ‘consumer’ under the ACL, mandatory consumer guarantees apply. This clause applies only to the extent the Buyer qualifies as a consumer under the ACL.
4. Compliance with Law
Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations applicable to the performance of the Purchase Order or Agreement. If requested by Sterling Products®, Seller agrees to timely certify compliance with such laws in such forms as Sterling Products® may request.
5. Release of Information
Seller shall not, unless Seller obtains the prior written consent of Sterling Products®, publicly announce or otherwise disclose the existence or the terms of any Purchase Order or Agreement, or release any publicity regarding any Purchase Order or Agreement. This provision shall survive the expiration, termination or cancellation of a Purchase Order or Agreement.
Any knowledge or information which Seller may disclose to Sterling Products® shall not be deemed to be confidential or proprietary information and shall be acquired by Sterling Products® free from any restrictions as to use or disclosure thereof, unless a Non-Disclosure Agreement has been executed between the parties.
5A. Photo & Media Usage
a. All photographs, renderings, videos, or other visual materials (“Media”) created by the Seller or its subcontractors in connection with work performed for Sterling Products® shall be deemed the sole property of Sterling Products®.
b. The Seller and any of its subcontractors are strictly prohibited from using, sharing, distributing, publishing, or displaying any such Media, whether for promotional, training, portfolio, or any other purpose—including but not limited to social media, websites, or print publications—without express written permission from a Director of Sterling Products® Pty Ltd.
c. Any unauthorised use or distribution of Media will constitute a material breach of this agreement and may result in legal action, including injunctive relief and claims for damages.
d. Upon request, all such Media must be delivered to Sterling Products®, and the Seller shall not retain any copies unless expressly authorised in writing by Sterling Products®.
6. Indemnity and Insurance
Seller shall defend, indemnify, protect and save Sterling Products®, its officers, employees, servants, agents, successors and assigns, harmless from and against all claims, including without limitation claims, liabilities, losses, judgments, actions, administrative proceedings, costs, expenses, penalties, fines, damages and expenses (including, but not limited to, attorneys’ fees, consultants’ fees and court costs) (“claims”) arising out of or caused by, (i) the Seller’s performance under the Purchase Order or Agreement, (ii)the acts or omissions of Seller, its employees, contractors, subcontractors, servants, or agents, (iii) any Goods, (iv) the failure of Seller, its employees, contractors, servants, or agents, to comply with applicable laws and regulations on or after the effective date of a Purchase Order or Agreement, or (v) breach by Seller, its employees, contractors or subcontractors of any terms and conditions of a Purchase Order, Agreement, or these Terms and Conditions of Purchase. Seller will maintain, in reasonable amounts acceptable to Sterling Products®, general comprehensive liability, property damage and automobile liability insurance, including contractual endorsement and products hazards coverage, in reasonable amounts covering the obligations set forth in a Purchase Order or Agreement and, upon request, it will provide Sterling Products® with a Certificate of Insurance indicating the amount of such insurance.
7. Waiver
Any failure of Sterling Products® to enforce at any time, or for any period of time, any of the provisions of a Purchase Order or Agreement shall not constitute a waiver of such provisions nor of Sterling Products® right to enforce each and every provision.
8. Acceptance and Warranty
Final acceptance of Goods by Sterling Products® will not be until after arrival at the Sterling Products® facility designated by a Purchase Order, unless otherwise specified herein. Seller warrants that all Goods supplied by Seller under a Purchase Order or Agreement (i) conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by Sterling Products®, and (ii) that they are of good material and workmanship, and (iii) free from all defects in manufacture or design if design is not provided by Sterling Products®, and (iv) are of merchantable quality and fit for their intended purpose, and (vi) new, and (vii) free from all liens and encumbrances on title. Such warranties by Seller shall run to the benefits of Sterling Products®, its employees and purchasers from Sterling Products®. Sterling Products® approval of designs furnished by Seller shall not relieve Seller of its obligation under this warranty. Seller’s warranty shall be effective for a period of four (4) years from the date of acceptance of Goods by Sterling Products®, or for such longer period as specified by Sterling Products®. All Goods returned to Seller for breach of warranty hereunder shall be at Seller’s expense, including expenses and penalties incurred by Sterling Products® in recalling such Goods which have been delivered to Sterling Products® customers and expense of redelivery.
Seller will make process control data, inspection and test reports covering the Goods and their parts available for review and subject to examination by Sterling Products® or its authorized representative to verify conformance to such applicable specifications and drawings. However, a certificate of conformance must accompany individual shipments when so specified on applicable drawings, or on the Purchase Order. Any Goods not accepted by Sterling Products® may be returned to Seller at Seller’s expense for full credit of the purchase price. Inspection may be performed at Sterling Products® option on a statistical sampling basis. The entire lot may be rejected based on defects revealed by such sampling. At Sterling Products® option, the rejected lot will be either returned to the Seller for replacement (via expedited freight at Seller’s expense) or credit or 100% screened by Sterling Products® with cost of screening paid by Seller. The initial inspection performed at Sterling Products® upon receipt of Goods is a conditional acceptance, and shall not waive the right of Sterling Products® to return to Seller Goods which exhibit or develop defects due to latent causes during or after installation or testing of the end product. The foregoing remedies are in addition to, and not in lieu of any remedies available to Sterling Products®.
9. Seller Funded Items
Seller shall preserve all special drawings, dies, patterns, tooling or other items supplied or paid for by Sterling Products® in good condition; and they are the property of Sterling Products® unless otherwise specified, and the same such items shall be returned in good condition when the work on the Purchase Order or Agreement has been completed or terminated, or at any other time as requested by Sterling Products®. No special drawing, die, pattern, tool or other item supplied by Sterling Products® or made by Seller for the use of or delivery to Sterling Products®, or for use by Seller in supplying Sterling Products®, shall be used by Seller for any purpose other than supplying Sterling Products®, without Seller first obtaining the written consent of Sterling Products® thereto, provided. If material, equipment, special drawings, dies, patterns or other items are furnished by Sterling Products® for performance of a Purchase Order or Agreement, all risk of loss thereof or damage thereto shall be upon Seller from the time of shipment to Seller until redelivery to and receipt by Sterling Products®.
10. Patents and Copyrights
a. Seller agrees to indemnify and to save Sterling Products®, its officers, agents, employees and vendees (mediate and immediate) harmless from any and all loss, expense, damage, liability, claims or demands either at law or in equity for actual or alleged infringement of any patent invention, design, trademark or copyright arising from the purchase, use or sale of Goods, materials or articles pursuant to a Purchase Order or Agreement, except where such infringement or alleged infringement arises by reason of designs for such materials or articles originally furnished to Seller by Sterling Products®.
b. All inventions which Seller conceives or reduces to practice during the course of its performance under a Purchase Order or Agreement shall be the exclusive property of Sterling Products®. All materials,
c. items and other work prepared by Seller under a Purchase Order or Agreement shall be deemed “work-for-hire” as defined under Australian copyright law and shall be the exclusive property of Sterling Products® from the date of inception. If the work product does not qualify as a “work-for-hire”, then in any event all rights in the work product, including the copyright, will be deemed automatically transferred to Sterling Products® from its inception. Sterling Products® shall have the exclusive worldwide right to use, edit, translate, publish, transfer or sell the work product prepared by Seller in any manner which Sterling Products® deems fit.
11. Changes
Sterling Products® may change from time to time any of the drawings, specifications or instructions for work covered by a Purchase Order or Agreement and Seller shall comply with such change notices. If such changes result in a decrease or increase in Seller’s cost or in the time for performance, an adjustment in the price and time for performance may be made by the parties in writing, provided, however, that Seller notifies Sterling Products® of the request for such adjustment within thirty (30) days after receipt by it of the change notice.
12. Assignments
The Agreement or performance obligations shall not be assigned or transferred by Seller without prior written approval by Sterling Products®, and any attempted assignment or transfer without such consent shall be void. Seller shall not subcontract any substantial portion of the work to be performed by it under a Purchase Order or Agreement without the prior written consent of Sterling Products®.
13. Termination for Convenience
Sterling Products® may terminate the work to be performed under the applicable Purchase Order or Agreement in whole or in part at any time without cause by providing thirty (30) days written notice to Seller. Such notice shall state the extent and effective date of such termination, and, upon the receipt of such notice, Seller will comply with the directions pertaining to work stoppage and the placement of further orders or subcontracts hereunder. The parties shall thereupon employ their best efforts to agree by negotiation, within three (3) months, upon the amount of reimbursement, if any, to be paid to Seller for such termination. Termination under this provision shall not be deemed a breach of contract. The provisions of this paragraph shall not limit or affect the right of Sterling Products® to terminate a Purchase Order or Agreement for cause and shall not apply to a termination with cause. Seller shall mitigate its claim to the maximum extent and, in any event, no claims shall exceed the lesser of fair market value or actual cost of raw materials and work in progress material which Seller shows cannot be diverted to other uses. No claim shall be asserted or honoured for loss of expected profits, or for any consequential or incidental damages, due to cancellation.
14. Price Adjustment
Except as provided herein, Sterling Products® will not accept shipment at any increase in price above that indicated on the Purchase Order or Agreement. Any general price decrease announced by Seller in classification of Goods similar to the items described on the Purchase Order or Agreement shall automatically reduce the price thereof by a comparable percentage.
15. Notice of Labour Disputes
Whenever any actual or potential labour dispute delays or threatens to delay the timely performance of a Purchase Order or Agreement, Seller shall immediately give notice thereof to Sterling Products® and, if the Purchase Order or Agreement relates to a military contract, Seller will also give notice to the nearest military representative.
16. Payment Terms
The following terms with respect to payment are applicable to each Purchase Order:
a. Net Invoices:
Net invoices will be paid thirty (30) days from end of the month from invoice date unless otherwise stated on the Purchase Order or agreed to in writing by both parties. If Sterling Products® receives Seller’s invoice prior to such receipt of Goods, the terms of payment shall be measured from the date of such receipt of Goods rather than date of receipt of invoice.
b. All schedules of payments above stated are based upon receipt by Sterling Products®. If Sterling Products® receives the invoice prior to such shipment or receipt of Goods or the provision of services, the foregoing terms on the Purchase Order shall be measured from date of such receipt of shipment of Goods or the provision of services rather than date of receipt of invoice.
c. Invoices must be imprinted with the Sterling Products® Purchase Order number, where available, corresponding to the address where payment should be mailed and payment shall be sent to such address.
17. Extra Charges
No charges of any kind, including charges for boxing or cartage, will be allowed unless specifically agreed to by Sterling Products® in writing. Pricing by weight, where applicable, covers net weight of Goods, unless otherwise agreed.
18. Time of Delivery and Title Transfer
a. The delivery dates indicated by Sterling Products® for the Goods to be supplied under a Purchase Order or Agreement are of the essence. Failure to meet agreed upon delivery shall be considered a breach of the contract; furthermore, in addition to and not in lieu of any other remedy available to Sterling Products®, Seller agrees to pay to Sterling Products® any penalty and damages imposed upon or incurred by Sterling Products® for failure of Seller to deliver Goods on such delivery dates.
b. Unless otherwise agreed in writing, Seller shall not make commitments for material or production in excess of the amount or in advance of the time necessary to meet Sterling Products® delivery schedule. It is the Seller’s responsibility to comply with this schedule, but not to anticipate Sterling Products® requirements. Goods shipped to Sterling Products® in advance of schedule may be returned to Seller at Seller’s expense. Sterling Products® may reschedule the delivery of any unshipped product for later delivery within ninety (90) days of the originally scheduled delivery date.
c. Title transfer of the Goods occurs only at the time the Goods are physically received by Sterling Products® as specified on the Purchase Order or Agreement. For all Goods shipped to any intermediate consignment location, title transfer does not occur until the Goods are physically received by Sterling Products® and timely entered into its inventory system.
19. Setoff
Sterling Products® shall be entitled at all times to set off any amount owing, for any reason, at any time, from Seller to Sterling Products® against any amount payable at any time by Sterling Products® in connection with a Purchase Order or Agreement.
20. Reservation of Rights and Remedies
The rights and remedies set forth herein are cumulative and in addition to any other rights and remedies Sterling Products® may have at law or in equity. Sterling Products® expressly reserves all rights and remedies which are available to it at law or equity including, but not limited to, rights and remedies set forth in the Uniform Commercial Code.
21. Attachments
Any attachments referenced on a Purchase Order or in an Agreement shall be deemed for all purposes to be an integral part of the Purchase Order or Agreement. In the event of irreconcilable conflict between such referenced attachments and the terms stated herein, the terms of such attachments shall control.
22. Overshipments
Seller is instructed to ship only the quantity(ies) specified in a Purchase Order or Agreement. However, any deviation caused by conditions of loading, shipping, packing or allowances in manufacturing processes may be accepted by Sterling Products® according to the overshipment allowance indicated on the face of a Purchase Order or Agreement. If no allowance is shown, it shall be 0% (zero percent). Sterling Products® reserves the right to return any overshipment in excess of the allowance at the Seller’s expense.
23. Packing and Shipping Instructions
All premium freight cost incurred by Sterling Products® or Seller beyond that specified by Sterling Products® shall be borne by Seller. Seller is responsible for all shipments which are damaged in transit due to improper packaging, improper judgment or any other act or omission of the Seller, shipper or carrier.
24. Inspection - Quality System
a. The Seller agrees to permit Sterling Products® and Sterling Products® customer or government representatives, to verify the quality of Goods being provided under a Purchase Order or Agreement at any production stage in the Seller’s facility. Verification may consist of an on-site assessment/surveillance of the Seller’s facilities and quality programs and/or a source inspection. Deficiencies identified during such verification shall be corrected by the Seller in a manner agreed upon with Sterling Products® including the timeliness of the action implementation. The Seller shall provide all reasonable facilities and assistance for the safety and convenience of personnel engaged in such verification. Seller agrees to include into each subcontract Seller might make hereunder appropriate provisions to the same effect.
b. Unless modified by the Purchase Order through the use of Sterling Products® Purchase Order clauses, Seller is required to ensure that the manufacturing processes used meets the technical requirements of the applicable drawings, specifications, engineering changes and added requirements of the Purchase Order. An inspection system inherent to verifying the technical requirements must be maintained and objective evidence of such will be produced on request.
25. Confidential Information
Seller shall not disclose Confidential Information to any third party unless Seller receives Sterling Products® express written consent to the contrary. Seller shall use Confidential Information solely for purposes related to the applicable Purchase Order or Agreement and for the mutual benefit of the parties. Seller may only disclose Confidential Information to those employees, directors, or officers of Seller who have a need to know the Confidential Information for purposes relating to the applicable Purchase Order or Agreement. Such employees of Seller shall be obligated to execute an agreement that requires such person to treat and protect Confidential Information in a manner that is consistent with this provision. Obligations under this provision shall continue until such Confidential Information is publicly known and available through no act or omission of Seller. Upon termination or expiration of any Purchase Order or Agreement subject to these Standard Terms and Conditions of Purchase, or upon request of Sterling Products®, Seller shall destroy or return all Confidential Information to Sterling Products®.
Seller must implement and maintain information security measures aligned with Australian industry standards and applicable law. Seller shall notify Sterling Products® within 48 hours of any suspected or actual breach involving Sterling Products®® Confidential Information.
26. Survival
All rights and obligations which by their nature or express terms, extend beyond the expiration or termination of the Purchase Order or Agreement, including but not limited to any warranties, indemnification and confidentiality provisions, shall survive the expiration or termination of the Purchase Order or Agreement.
27. Force Majeure
Neither party shall be liable for any failure to perform, or delay in performance of, any obligation under this Agreement if such failure or delay is due to a Force Majeure Event. “Force Majeure Event” means any circumstance beyond a party’s reasonable control including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, labour strikes, acts or omissions of government authorities, supply chain disruptions, or failure of suppliers, carriers, or subcontractors. The affected party shall notify the other party in writing of such event as soon as practicable. The time for performance shall be extended for the duration of the Force Majeure Event, provided such extension is reasonable under the circumstances.
If the Seller is unable to perform its obligations due to a Force Majeure Event and has received payment in advance for undelivered goods or services, the Seller must promptly refund Sterling Products® for the undelivered portion, unless otherwise agreed in writing. Sterling Products® reserves the right to procure equivalent goods or services from an alternate supplier if the delay materially affects its business operations.
28. Digital Signatures
This Agreement and any associated documents may be executed and delivered by electronic means, including electronic signatures, which shall be deemed to have the same legal effect as an original signed document.
29. Modern Slavery Compliance
Seller warrants that it complies with all applicable laws relating to modern slavery, including but not limited to the Modern Slavery Act 2018 (Cth). Seller must ensure its supply chains and operations do not involve slavery, servitude, forced labour, human trafficking, or child labour. Upon request, Seller shall provide Sterling Products® with evidence of compliance, including modern slavery statements or policies.
30. WHS & Employment Law Compliance
Seller agrees to comply with all applicable Australian workplace health and safety (WHS) laws and employment-related obligations. This includes, but is not limited to, the Work Health and Safety Act 2011 (Qld), and new legislative obligations including the duty to proactively prevent workplace sexual harassment (effective March 2025) and any statutory right to disconnect where applicable.