GENERAL TERMS & CONDITIONS FOR STANDARD PURCHASE ORDERS

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1 GENERAL TERMS & CONDITIONS FOR STANDARD PURCHASE ORDERS Rev 2.0 Page 1 of 6

2 GENERAL TERMS & CONDITIONS FOR STANDARD PURCHASE ORDERS Table of Contents DEFINITIONS 1. SCOPE OF CONTRACT 2. SUPPLIER'S COVENANTS 3. ENTIRE AGREEMENT AND AMENDMENTS 4. WAIVER AND SEVERABILITY 5. RISK AND TITLE 6. PACKAGING 7. FORCE MAJEURE 8. TERMINATION 9. PRICES AND PAYMENT 10. CONFIDENTIALITY 11. TAXATION 12. DEFECTS LIABILITY 13. GOVERNING LAW 14. NON MERGER AND SURVIVAL OF INDEMNITIES AND WARRANTIES DEFINITIONS "Amended Purchase Order" means a document of Santos addressed to the Supplier entitled Amended Order. "Contract" means this document, the Purchase Order and all other documents specified on the Purchase Order. "Force Majeure" means any event, occurrence or circumstance not within the control of a party and which, by the exercise of reasonable care, that party is not able to prevent, overcome or provide against. "GST" means the goods and services tax as defined in Section of the A New Tax System (Goods and Services Tax) Act 1999 or similar tax imposed under the GST Law or any similar tax introduced to replace that tax. "Packing Marking and Shipping Specifications" means the guidelines concerning preservation, packaging, marking and documentation located at the Website. "Payment Terms" means the payment terms specified in the Purchase Order. "Prices" means the separate prices exclusive of GST shown in the Purchase Order. "Products" means the products to be provided in accordance with the Contract. "Promised By Date" means the date or dates for delivery specified on the Purchase Order. Page 2 of 6

3 "Purchase Order" means the document of Santos titled "Purchase Order" addressed to the Supplier specifying details of the Products to be provided and any specific conditions including any specific payment arrangements which may apply and includes Amended Purchase Orders. "Santos Limited group of companies" means Santos Limited and corporations that are subsidiaries of Santos Limited. "Ship To" means the point of delivery as specified in the Purchase Order. "Supplier's Personnel" means any of the Supplier's officers, employees, subcontractors (including subcontractor's personnel), agents and representatives involved either directly or indirectly in the provision of the Products. "Website" means the website specified on the Purchase Order. 1. SCOPE OF CONTRACT The Supplier shall supply the Products to Santos by the Promised Delivery Date in accordance with the terms and conditions of the Contract. 2. SUPPLIER'S COVENANTS The Supplier covenants with Santos as follows: it is able and suitably qualified and experienced to supply the Products in accordance with the Contract; it will exercise due skill, care and diligence in the supply of the Products in accordance with the Contract; the Products will conform with the requirements of the Contract; be free from all defects; be of a consistent and merchantable quality; conform to any legally applicable standards and comply with all relevant legislation; be fit for the purpose for which the Products would ordinarily be used; and to operate under any conditions set out in the Specifications, and not infringe or contribute to the infringement of any applicable patent, registered design or copyright. 3. ENTIRE AGREEMENT AND AMENDMENTS The Contract constitutes the entire agreement between the parties and shall take effect according to its tenor notwithstanding any prior agreement or communication relating to the subject matter hereof. No amendment to the Contract shall be binding unless in writing and contained in an Amended Purchase Order. No provision in any order form, invoice or other documentation used by the parties shall constitute any amendment, variation or waiver of any term of the Contract unless expressly so provided and the provisions of the Contract shall prevail in the event of any conflict with the provisions of such order form, invoice or other documentation. 4. WAIVER AND SEVERABILITY Unless waived in writing all rights of Santos hereunder shall remain in force notwithstanding any neglect, forbearance or delay in the enforcement thereof, and no waiver shall be deemed a waiver of any continuing, recurring or other breach. If any provision of the Contract is declared Page 3 of 6

4 by a Court of competent jurisdiction to be invalid, illegal or unenforceable that provision shall be severed from the Contract to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be effected by that declaration. 5. RISK AND TITLE The Supplier shall retain ownership of the Products until such time as the Products have been received and accepted by Santos or its nominee at the Point of Delivery at which point full and unencumbered ownership shall pass to Santos. The Supplier shall be responsible for and bear all risk associated with the Products (including design, manufacture, transport and supply) until such time as the Products have been received and accepted by Santos or its nominee at the Point of Delivery at which point risk in the Products shall pass to Santos. 6. PACKAGING The Supplier shall ensure that the Products are adequately packaged and marked and shall ensure their safe and secure transportation and storage to the Internal Delivery Point. The Supplier shall ensure that the Products are adequately packaged and marked and shall ensure their safe and secure transportation and storage until delivery to Santos. In complying with this obligation, the Supplier shall have regard to the Packing Marking and Shipping Specifications. 7. FORCE MAJEURE A party which is, by reason of Force Majeure, unable to perform an obligation or condition required by the Contract to be performed shall as soon as reasonably practicable give the other party written notice of reasonably full particulars of the event, occurrence or circumstance of Force Majeure, including the likelihood of resumption of full performance of its obligations, and (where possible) the means proposed to be adopted to remedy, abate or mitigate the effects of Force Majeure. 8. TERMINATION Santos may terminate the Contract at any time on reasonable notice and in this event Santos shall pay to the Supplier such sum as shall fully compensate the Supplier for work carried out by the Supplier in performance hereof prior to such termination and for such costs arising from such termination necessary to give effect thereto. 9. PRICES AND PAYMENT Santos will pay the Supplier for the Products supplied in accordance with the sum of Prices plus any applicable GST. The Prices shall not be subject to change other than as specified herein. The Supplier shall forward invoices to Santos' correspondence address marked to the attention of "Accounts Payable" and shall include the Purchase Order number. If so requested by Santos, Page 4 of 6

5 the Supplier shall submit further information necessary to substantiate the Supplier's invoice or any part of the invoice. Santos shall, in accordance with the Payment Terms, pay the Contractor the amount due. If the amount so paid differs from the amount of the Supplier's invoice, Santos shall provide the justification for such difference. All moneys due from the Supplier to Santos and any amount which Santos may have incurred or paid and for which the Supplier is liable, may be deducted by Santos from any amounts due hereunder to the Supplier. 10. CONFIDENTIALITY The Supplier shall and shall ensure that the Supplier's Personnel shall keep confidential, shall not disclose to any third party nor shall use, other than for the purposes of this Contract, without the prior written consent of Santos, any data or information obtained as a consequence of the Contract (except in so far as the same may be part of the public domain) and shall take or cause to be taken such reasonable steps as may be necessary for the compliance with the above obligations, which shall survive the expiration of the Contract and shall be enforceable at any time at law or in equity. The Supplier shall not issue any public statement concerning Santos or its affairs without Santos' prior written consent. 11. TAXATION The Supplier shall be solely liable for and shall pay, when due and payable, all taxes, levies and charges (including corporate tax, personal income tax, fringe benefits tax, payroll tax, subcontractors' tax, withholding tax, excise and import duties, GST, consumption tax, value added tax or any other taxes, levies or charges) which may be imposed upon the Supplier in relation to the Products. The Supplier shall indemnify and keep indemnified and hold harmless Santos in respect of all actions, proceedings, claims, demands, damages, losses, costs, charges, expenses and fines arising as a result of or in connection with any failure by the Supplier or any of its subcontractors to comply with this clause. 12. DEFECTS LIABILITY The Supplier shall: a. direct the manufacturer to provide a warranty for the Products supplied persuant to this Purchase Order and in accordance with clause 2 ("the manufacturer's warranty"); b. give a warranty to Santos in substantially the same terms as the manufacturer's warranty; Page 5 of 6

6 c. within fourteen (14) days of a request by Santos, supply a copy of the manufacturer's warranty and such proof of compliance with the above provisions as Santos may reasonably require. 13. GOVERNING LAW The Contract is governed by the laws of the State of South Australia. The parties submit to the non-exclusive jurisdiction of the courts of the State of South Australia in connection with matters concerning the Contract. 14. NON MERGER AND SURVIVAL OF INDEMNITIES AND WARRANTIES The indemnities, covenants and warranties and any other provision of the Contract shall not merge on completion of the Contract unless expressly set out in the Contract. The indemnities contained in the Contract are continuing obligations and remain in full force and effect following completion or termination. Rev.2-30th October 2002 Page 6 of 6

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