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Purchase Order Terms & Conditions

Effective Date: 17 July 2025

Materia Scientia LLC – ABN [12 653 588 053]

These Terms & Conditions apply to all Purchase Orders (“POs”) issued by Materia Scientia LLC (“the Buyer”) to suppliers (“the Supplier”). Acceptance of the PO constitutes agreement to the following:

1. Order Acceptance

  • The PO number must appear on all invoices, delivery dockets, and correspondence.
  • Commencement of supply, shipment, or invoicing is deemed acceptance of this PO and
    these terms.

2. Price & Payment

  • Prices are fixed as stated in the PO and are inclusive of all taxes, duties, and charges unless
    otherwise agreed.
  • Payment terms are 45 days EOM from receipt of a valid tax invoice and satisfactory delivery.
  • Invoices must comply with Australian GST requirements.

3. Delivery

  • Goods must be delivered in full, on time, and to the location specified in the PO.
  • Partial deliveries require prior written approval.
  • Delivery must include all relevant safety data sheets (SDS), certificates of analysis (COA), and
    compliance documents.

4. Quality & Compliance

  • Goods must meet the specifications, standards, and requirements set out in the PO.
  • Supplier warrants compliance with REACH, GHS, ISO standards, and any applicable Australian laws and regulations.
  • Non-conforming goods may be rejected at Supplier’s expense.

5. Packaging & Labelling

  • All goods must be properly packed, labelled, and protected to prevent damage or leakage
    during transit.
  • Dangerous goods must comply with ADG Code and relevant international shipping
    requirements.

6. Risk & Title

  • Risk remains with the Supplier until delivery and written acceptance by the Buyer.
  • Title passes to the Buyer upon full delivery and acceptance.

7. Warranty

  • Supplier warrants goods are free from defects in material and workmanship and fit for the intended purpose.
  • Defective goods may be returned at Supplier’s cost for repair, replacement, or credit.

8. Termination

  • Buyer may cancel this PO in whole or part at no cost if Supplier fails to meet delivery, quality, or compliance obligations.
  • Buyer may also cancel by giving reasonable notice where circumstances (e.g., regulatory restrictions, force majeure) require.

9. Confidentiality

  • All information shared under this PO is confidential and may not be disclosed without
    Buyer’s consent.

10. Governing Law

  • This PO and related transactions are governed by the laws of Western Australia, Australia.