PURCHASE ORDER – TERMS AND CONDITIONS

1. Definitions

Buyer means the company, entity, or person named on the Purchase Order.
Supplier / FM8 means FM8 Pty Ltd (ABN 19 680 841 712).
Goods means all goods, materials, and related services described in the Purchase Order.
Purchase Order means this document, including these Terms and Conditions.
Invoice means a tax invoice issued by FM8 for the Goods supplied.
Domestic Customer means a Buyer with a delivery address within Australia.
International Customer means a Buyer with a delivery address outside Australia.

2. Order Acceptance

Credit Account
The Buyer must have a valid FM8 credit account, established through a completed and approved Credit Application, to place orders on credit terms. FM8 may set a credit limit at its discretion. No Purchase Order will be accepted on credit without an active credit account.

Formation of Contract
A Purchase Order constitutes an offer by the Buyer. No contract is formed until FM8 accepts the Purchase Order in writing. These Terms prevail over any terms issued by the Buyer.

3. Price and Payment

Pricing
Prices are in Australian Dollars (AUD) and ex‑works (EXW) FM8’s South East Queensland and/or Mackay facilities. Prices exclude GST, freight, insurance, duties, taxes, and customs fees unless stated otherwise.

Pricing Escalation – Materials and Freight
FM8 may adjust prices if material input costs increase beyond FM8’s reasonable control after order acceptance. Increases may relate to raw materials, freight/logistics, fuel or energy, or supply‑chain disruptions.

Any adjustment will:

  1. Apply only to Goods supplied after written notice.

  2. Be limited to demonstrated cost increases.

  3. Not apply retrospectively to Goods already invoiced or supplied.

FM8 will provide supporting information upon reasonable request.

Payment Terms – Approved Credit Account Holders
Domestic Customers: Payment is due in full within 30 days of the Invoice date. Balances must remain within the approved credit limit.
International Customers:

  • 50% deposit payable before order processing.

  • Remaining 50% payable before shipment. Goods are not released until full payment is cleared.

Payment Terms – Non‑Credit Account Customers (COD)
Orders are processed only after full payment (including freight) is received and cleared.

Overdue Payments
Overdue amounts incur interest at 1.5% per month, compounded monthly. FM8 may suspend credit facilities and require COD for future orders.

Taxes and Charges
The Buyer is responsible for all taxes, duties, and government charges (including GST for domestic sales and all customs/import charges for international sales). The Buyer must arrange and pay all freight from FM8’s facility.

4. Delivery

Delivery dates are estimates only. FM8 is not liable for delays. For International Customers, delivery timing depends on receipt of the final 50% payment.
The Buyer must accept delivery during normal business hours. Failure to do so may result in storage at the Buyer’s risk and cost.
FM8 may deliver in instalments, each invoiced and payable separately.

5. Risk and Title

Risk
Risk passes to the Buyer when Goods are made available at FM8’s facility (EXW).

Title (Retention of Title)
Title remains with FM8 until all amounts owed are paid in full. Until then, the Buyer holds the Goods as fiduciary bailee and must store them separately and clearly identifiable as FM8’s property.

6. Returns, Cancellations, and Restocking Fees

Returns require FM8’s prior written authorisation.
Incorrect or Faulty Goods: FM8 may replace or credit Goods proven faulty or not as described.
Change‑of‑Mind Returns: Accepted at FM8’s discretion. A 15% restocking fee applies. Goods must be returned unopened, in original condition, and freight is at the Buyer’s cost.
Order Cancellations:

  • Custom or non‑standard Goods cannot be cancelled.

  • Standard Goods may be cancelled at FM8’s discretion.

  • International Customers may forfeit part or all of the initial 50% payment if cancelling after payment.

7. Warranties and Liability

FM8 warrants Goods will conform to published specifications at delivery.
All other warranties (express or implied) are excluded to the fullest extent permitted by law.
FM8’s total liability is limited, at FM8’s option, to:

  • the value of the Purchase Order

  • repair of the Goods

  • cost of replacement or equivalent goods

  • cost of repair

  • replacement or supply of equivalent goods

FM8 is not liable for indirect or consequential loss, including loss of profit, production, or revenue.

8. Indemnity

The Buyer indemnifies FM8 against all claims, losses, damages, liabilities, and expenses arising from the Buyer’s use, handling, storage, or resale of the Goods, except where caused by FM8’s proven negligence.

9. Force Majeure

FM8 is not liable for delays or failures caused by events beyond its control, including natural disasters, war, terrorism, strikes, embargoes, fires, floods, material shortages, or transport disruptions.

10. Governing Law

These Terms are governed by the laws of Queensland, Australia. Parties submit to the non‑exclusive jurisdiction of Queensland courts.

11. Personal Property Securities Act (PPSA)

These Terms create a security interest in the Goods and their proceeds under the PPSA.
The Buyer must take all steps required by FM8 to ensure the security interest is enforceable and perfected.

12. General

Entire Agreement: These Terms constitute the entire agreement between the parties.
Waiver: Failure by FM8 to enforce any provision does not constitute a waiver.
Severability: Invalid provisions are to be read down or severed without affecting the remaining Terms.