1 DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following terms have the following meanings:
Background Intellectual Property: the Intellectual Property in existence at the time of the Order or subsequently brought into existence other than as a result of the performance of the Order and/or is embodied in, attaches to or is otherwise necessarily related to the functioning and/or operation of the Supplies.
Exact: Exact Contracting Pty Ltd t/as Exact Contracting ABN 24 607 096 515 and/or a Related Entity (as defined in the Corporations Act 2001 (Cth)) of Exact.
GST: the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property: all registered and unregistered intellectual property rights, including copyright, patents, trademarks, designs, trade secrets, know-how, layout, data, invention, product, work, discovery, process, word, phrase, symbol, design, application or other thing capable of protection and the right to have confidential information kept confidential.
Latent Defects: a deficiency in design, materials or workmanship not discoverable prior to or on delivery, which causes the Supplies to function incorrectly.
Purchase Order: this purchase order and these conditions, including all information provided by Exact to the Supplier supplementary to the Order and any variation in writing agreed to by the parties.
Proprietary Information: all information, documents, data, materials, electromagnetic reproductions, samples and/or models in whatever form, whether or not produced under this Order, disclosed or to be disclosed by Exact to the Supplier pursuant to this Order, including, but not limited to, pictures, plans, specifications, blueprints, performance details and requirements, subassembly and assembly drawings, costs, lists, instructions, reports, know-how, trade secrets, manufacturing data, software, models and intellectual or industrial property.
Price: the price to be paid to the Supplier by Exact for the Supplies as noted on the Order.
Supplier: the person, partnership, joint venture, firm, company, government or entity described on the face of the Order supplying the Supplies, including their personal representatives, successors and permitted assigns.
Supplies: all goods, services, articles, products, materials, items, parts, components, assemblies, tools, information (including all information required from the Supplier under the Order relating to the Supplies and their installation, use, operation and maintenance) or any other item(s) described on the face of the Order including raw materials, incomplete or unfinished items, and spare parts.
1.2 In these Conditions, unless otherwise stated or the context otherwise requires:
(a) references to a person include an individual, firm, partnership, company or unincorporated body;
(b) references to any legislation or to any part of any legislation include any:
(i) statutory modification or re-enactment of or any statutory provision substituted for that legislation, section or provision; and
(ii) ordinances, by-laws, regulations and other statutory instruments issued under that legislation, section or provision; and
(c) the words “including”, “includes” and similar words are not words of limitation.