Product Supply Terms and Conditions

1. TERMS OF SALE

1. All Goods and Digital Products sold by SALTT Technologies Pty Ltd (SALTT) are sold on these terms and conditions, and to the extent not inconsistent, the terms and conditions of any purchase order agreed by SALTT.
2. These conditions shall prevail over all conditions of the Buyer's order to the extent of any inconsistency. A waiver of any condition must be in writing and signed by SALTT.
3. Where Goods or Digital Products include third-party software, SaaS services, or subscription-based products, the relevant vendor's End User Licence Agreement (EULA) or service terms apply in addition to these conditions. SALTT will make reasonable efforts to provide the Buyer with access to applicable vendor terms prior to purchase.
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2. DEFINITIONS

3. QUOTATIONS

1. Unless previously withdrawn, SALTT quotations are open for acceptance within the period stated in the quotation or, where no period is stated, within 14 days of the quotation date.
2. SALTT reserves the right to decline any purchase order within 7 days of receipt.
3. Quotations for subscription or renewal products are based on Vendor pricing current at the time of quotation. SALTT will notify the Buyer of any Vendor-driven price changes prior to invoicing where reasonably practicable.
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4. DELIVERY OF GOODS

1. Delivery times are estimates only. SALTT is not liable for late delivery but will notify the Buyer of any material delay where it becomes aware of one.
2. SALTT may deliver Goods by instalments. A defective instalment does not constitute repudiation of the contract and gives rise only to a claim for compensation in respect of that instalment.
3. Claims for damaged or incorrect physical Goods must be lodged in writing within 7 days of receipt.
4. For Digital Products, delivery is deemed to occur when licence keys, access credentials, or activation details are provided to the Buyer or are made available by the Vendor.
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5. SUBSCRIPTIONS AND RENEWALS

1. Where Digital Products are sold on a subscription basis, the subscription term and renewal conditions will be specified in the relevant quotation or purchase order.
2. SALTT will use reasonable efforts to notify the Buyer at least 30 days before a subscription renewal date. The Buyer is responsible for notifying SALTT in writing at least 90 days prior to a renewal date if it does not wish to renew.
3. Vendor-imposed price increases on renewal will be passed through to the Buyer. SALTT will notify the Buyer of any known price changes prior to the renewal date.
4. If a Vendor discontinues or materially changes a Digital Product, SALTT will notify the Buyer as soon as reasonably practicable and will use reasonable efforts to assist the Buyer in transitioning to an equivalent product.
5. Cancellation of a subscription mid-term may be subject to Vendor cancellation policies. SALTT does not guarantee refunds for cancelled subscriptions and will advise the Buyer of any Vendor restrictions on cancellation prior to purchase.
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6. WARRANTY

1. SALTT does not manufacture any Goods or Digital Products and offers no independent warranty in respect of products it resells.
2. Where applicable, SALTT will pass through to the Buyer the benefit of any Vendor warranty, guarantee, or support entitlement to the extent it is assignable.
3. The Buyer is bound by any applicable EULA or Vendor service terms. SALTT will notify the Buyer of any such terms known to it, however failure to notify does not relieve the Buyer of obligations under those terms.
4. Except as required by law (including the Australian Consumer Law), all express and implied warranties, guarantees, and conditions as to merchantability, description, quality, suitability, or fitness for purpose are excluded to the maximum extent permitted.
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7. LIABILITY

1. Nothing in these conditions excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded under the Competition and Consumer Act 2010 (Cth) or other applicable law.
2. To the extent permitted by law, SALTT's total aggregate liability to the Buyer for any claim (including in contract, tort, or under statute) arising out of or in connection with the supply of Goods or Digital Products is limited to the amount paid by the Buyer to SALTT for the relevant Goods or Digital Products in the 12 months preceding the claim.
3. SALTT is not liable for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of data, loss of revenue, loss of profit, or business interruption, however caused.
4. Where a consumer guarantee under the Australian Consumer Law applies, SALTT's liability is limited to one or more of the following at SALTT's election:
   • Replacement of the Goods or supply of equivalent Goods;
   • Repair of the Goods;
   • Payment of the cost of replacing or repairing the Goods or acquiring equivalent Goods.
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8. PRICING AND GST

1. Unless otherwise stated, all prices are exclusive of Goods and Services Tax (GST). GST and any other applicable taxes or duties are payable by the Buyer in addition to the quoted price.
2. Prices are subject to change due to Vendor pricing adjustments, currency fluctuations, or changes in applicable taxes. SALTT will notify the Buyer of any pricing changes prior to invoicing.
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9. PAYMENT

1. Payment is due within the period stated on the invoice or, where no period is stated, within 14 days of the invoice date.
2. SALTT will issue an invoice upon confirmation by the Buyer that the quotation is accepted.
3. For subscription renewals, SALTT will issue invoices in advance of the renewal date in accordance with the agreed renewal schedule.
4. SALTT reserves the right to suspend delivery of Digital Products or Goods where payment is overdue, subject to providing reasonable prior written notice.
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10. TITLE AND RISK IN GOODS

1. SALTT retains ownership of Goods until all amounts owed by the Buyer to SALTT are paid in full.
2. Risk in Goods passes to the Buyer upon delivery.
3. Until ownership passes, SALTT may, upon prior written demand, enter the Buyer's premises to repossess Goods.
4. All software, Digital Products, and licences are licensed, not sold. Title to software does not pass to the Buyer. Use is subject solely to the applicable EULA.
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11. RETURN AND CANCELLATION

1. Subject to the Buyer's rights under the Australian Consumer Law, all Goods and Digital Products are supplied on a no-return, no-refund basis for change-of-mind.
2. Cancellation of any order requires SALTT's prior written consent and is subject to terms that fully indemnify SALTT against all costs and losses, including any non-recoverable Vendor commitments.
3. The no-return policy does not limit or exclude the Buyer's statutory rights under the Competition and Consumer Act 2010 (Cth).
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12. PRIVACY

1. SALTT handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
2. Personal information collected in connection with the supply of Goods or Digital Products will be used for order fulfilment, account management, and related purposes.
3. Where Digital Products involve the processing or storage of the Buyer's data by a Vendor, the Buyer should refer to the applicable Vendor privacy policy. SALTT makes no representations as to a Vendor's data handling practices.
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13. EXPORT CONTROLS AND COMPLIANCE

1. Goods and Digital Products supplied under these terms may be subject to Australian export controls, the Autonomous Sanctions Act 2011 (Cth), or applicable foreign export control laws.
2. The Buyer agrees to comply with all applicable export control laws and regulations and will not export, re-export, or transfer any Goods or Digital Products in violation of such laws.
3. The Buyer is responsible for obtaining any required export licences or permits.
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14. CONFIDENTIALITY

1. Each party agrees to keep confidential all information relating to the other party's business, pricing, and technical matters disclosed in connection with these terms, and not to disclose such information without prior written consent.
2. This obligation does not apply to information that:
   • Is or becomes publicly available other than through a breach of this clause;
   • Was lawfully known to the receiving party prior to disclosure;
   • Is required to be disclosed by law, court order, or a regulatory authority.
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15. FORCE MAJEURE

1. Neither party will be liable for any delay or failure to perform its obligations under these terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disaster, pandemic, war, civil unrest, cyberattack on critical infrastructure, or Vendor supply disruptions.
2. The party affected by a force majeure event must notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected order by written notice without liability.
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16. INTELLECTUAL PROPERTY

1. Nothing in these terms transfers any Intellectual Property Rights in any pre-existing materials of either party. Each party retains ownership of its own pre-existing intellectual property.
2. Where SALTT provides any pre-existing materials to the Buyer in connection with the supply of Goods or Digital Products, SALTT grants the Buyer a non-exclusive, non-transferable, royalty-free licence to use those materials solely for the purpose of obtaining the benefit of the Goods or Digital Products supplied.
3. All Intellectual Property Rights in third-party software, firmware, or Digital Products remain vested in the relevant Vendor. The Buyer's use of such materials is governed solely by the applicable EULA.
4. SALTT may use de-identified and aggregated data derived from the Buyer's use of Goods or Digital Products for internal improvement and benchmarking purposes, provided such use does not disclose the Buyer's confidential information or identify the Buyer.
5. In these terms, 'Intellectual Property Rights' means all copyright, trade mark, design, patent, and other proprietary rights, whether registered or unregistered, in Australia and worldwide.
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17. SUBCONTRACTING AND THIRD-PARTY PROVIDERS

1. The Buyer acknowledges that SALTT is an authorised reseller or partner for certain Vendor products and does not itself manufacture or develop those products.
2. SALTT may engage subcontractors or third-party service providers to assist in fulfilling its obligations under these terms. Where SALTT does so, SALTT remains responsible to the Buyer for the performance of those obligations and for the acts and omissions of any subcontractor.
3. SALTT will not be liable for any loss or damage arising from a Vendor's failure to perform or supply, except where such loss or damage arises from SALTT's own fraud, wilful misconduct, or gross negligence.
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18. SECURITY INCIDENTS

1. SALTT will implement and maintain reasonable technical and organisational security measures in connection with its handling of Buyer data and in the delivery of any services under these terms.
2. If SALTT becomes aware of a security incident that has materially affected, or has the potential to materially affect, the Buyer's data or systems, SALTT will notify the Buyer as soon as reasonably practicable and in any event within 72 hours of becoming aware of the incident.
3. Upon notification of a security incident, SALTT will use reasonable efforts to:
   • Investigate and identify the nature and scope of the incident;
   • Contain and mitigate the impact of the incident; and
   • Provide the Buyer with a summary of findings and remediation actions taken.
4. Where a Vendor experiences a security incident affecting a Digital Product supplied to the Buyer, SALTT will use reasonable efforts to promptly pass on any notifications or information provided by the Vendor to the Buyer.
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19. INSURANCE

1. SALTT will maintain the following insurances for the duration of any supply arrangement under these terms:
   • Professional indemnity insurance of not less than $10,000,000 per occurrence;
   • Public and products liability insurance of not less than $10,000,000 per occurrence; and
   • Cyber liability insurance of not less than $5,000,000 per occurrence.
2. SALTT will provide evidence of current insurance coverage to the Buyer upon reasonable written request.
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20. TERMINATION

1. Either party may terminate a purchase order or supply arrangement by written notice with immediate effect if:
   • The other party breaches a material obligation under these terms and, where the breach is capable of remedy, fails to remedy it within 30 days of receiving written notice of the breach;
   • The other party becomes insolvent, enters into administration, receivership, or voluntary winding up; or
   • A force majeure event continues for more than 60 days.
2. SALTT may suspend or terminate supply of Digital Products with reasonable prior written notice where a Vendor terminates or suspends SALTT's reseller authorisation for reasons outside SALTT's reasonable control. SALTT will use reasonable efforts to provide the Buyer with an alternative product where practicable.
3. On termination or expiry of any supply arrangement, each party must promptly return or destroy the other party's confidential information in its possession, except where required to retain it by law.
4. Termination does not affect accrued rights and obligations of either party prior to the date of termination. Clauses relating to liability, confidentiality, intellectual property, privacy, and governing law survive termination.
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21. MODERN SLAVERY AND ANTI-BRIBERY

1. SALTT will use reasonable endeavours to ensure there is no modern slavery or human trafficking in its operations or supply chain, and will comply with its obligations under the Modern Slavery Act 2018 (Cth) including any applicable reporting requirements.
2. Both parties will comply with all applicable laws relating to anti-bribery and corruption, including the Criminal Code Act 1995 (Cth).
3. Neither party will offer, give, request, or accept any bribe, facilitation payment, kickback, or other improper payment in connection with these terms.
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22. DISPUTE RESOLUTION

1. If a dispute arises out of or in connection with these terms, the parties agree to use the following process before commencing formal proceedings:
   • A party must give written notice of the dispute to the other, setting out the nature and details of the dispute.
   • Senior representatives of each party must meet (in person or remotely) within 10 business days of the notice to attempt to resolve the dispute.
   • If unresolved within 20 business days of the notice, either party may refer the dispute to mediation conducted by a mediator agreed by the parties, or appointed by the Resolution Institute.
   • If mediation fails to resolve the dispute within 30 days of appointment of the mediator, either party may commence legal proceedings.
2. The parties must continue to perform their obligations under these terms while any dispute is being resolved.
3. Nothing in this clause prevents a party from seeking urgent interlocutory relief.
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23. GOVERNING LAW AND JURISDICTION

1. These terms are governed by the law of New South Wales, Australia.
2. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts of appeal from those courts.
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24. GENERAL

1. These terms constitute the entire agreement between the parties in relation to the supply of Goods and Digital Products and supersede all prior representations, negotiations, and agreements.
2. SALTT may update these terms from time to time. The version in effect at the time of a purchase order applies to that order. Updated terms are published at saltt.tech/products-terms.
3. If any provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.
4. A party's failure to enforce any provision does not constitute a waiver of that provision.
5. Neither party may assign its rights or obligations under these terms without the prior written consent of the other party, not to be unreasonably withheld. SALTT may assign its rights to a related body corporate without the Buyer's consent, with written notice to the Buyer.
6. The parties are independent contractors. Nothing in these terms creates any relationship of agency, partnership, or employment.
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