In these conditions “AGT” means Ainsworth Game Technology Limited A.C.N. 068 516 665 and “Supplier” means the person, firm or corporation from whom the “Goods and/or Services” described on the reverse side of this Purchase Order have been ordered.
6.2 Upon the Supplier receiving the notice of rejection the Supplier must arrange for the immediate removal of the rejected Goods and/or Services from AGT’s premises, at the expense of the Supplier.
TITLE AND RISK:
Title and all risk associated with the Goods and/or Services will pass to AGT on payment in full of the Goods and/or Services.
The Supplier warrants to AGT that the sale or use of the Goods and/or Services covered by this Purchase Order does not infringe any Australian patent, trademark, copyright, registered design or other intellectual property right.
9.1 The Supplier must comply with all applicable laws including applicable gambling laws, modern slavery laws, and privacy laws.
9.2 Notwithstanding anything to the contrary in this Agreement, AGT has the sole right to terminate this Purchase Order by giving written notice to the Supplier, upon the occurrence of any of the following events: (a) the Supplier’s failure to apply for, obtain and/or maintain in a timely manner any and all licences, permit and approvals from any casino and gaming regulatory agencies (“Regulator”) necessary for the Supplier to deliver the Goods and/or Services and/or comply with applicable laws; (b) an order or recommendation by any Regulator requiring or recommending the termination of this Purchase Order; or (c) the reasonable belief of the Ainsworth Group that the continuation of this Purchase Order will have a detrimental impact on the ability of the Ainsworth Group to be qualified or to hold or maintain any licence, permit or approval issued or to be issued by any Regulator.
9.3 Upon written notice of termination being given to the Supplier under this clause, this Purchase Order will terminate without liability on the part of AGT to the Supplier.
9.4.The Supplier acknowledges that all changes in specifications for the Goods and/or Services may have to be submitted to and approved by Regulator. The Supplier agrees to give AGT at least two months’ notice in writing of any changes in specifications.
10.1 The Supplier warrants that the Goods and/or Services are: (a) free from defects in design, materials or workmanship; (b) manufactured in accordance with any specifications set out or referred to in this Purchase Order; (c)suitable for the use and conditions intended; and (d) free and clear of all liens and encumbrances whatsoever.
10.2 The Supplier will indemnify and keep indemnified AGT against any loss actions claims, costs, damages and expenses arising out of or in connection with a breach of any warranties given by the Supplier in this Purchase Order.
11.1 AGT may on at least 7 days’ notice cancel the Purchase Order by notice in writing to the Supplier. Upon receipt of the notice the Supplier must stop work except as otherwise directed by AGT. After cancellation, AGT will pay to the Supplier the Supplier’s actual out of pocket costs and expenses to the date of the cancellation, including its expenses in connection with cancellation of any sub-contract, as approved by AGT, plus five per cent (5%) of such costs and expenses, but in no event can the total amount to be paid to the supplier exceed the purchase price specified in this Purchase Order. Upon making this payment, any of the Goods and/or Services or uncompleted portions of the Goods and/or Services will become the property of AGT. Notwithstanding anything contained in these terms and conditions, the Supplier is not entitled to any prospective profits or any damages caused by cancellation of this Purchase Order by AGT.
12.1Any specifications, engineering and other data, software, drawings, blueprints and other documents, in tangible or electromagnetic form provided by AGT (or any third party at request of AGT) or any information otherwise disclosed by AGT to the Suppliers for the purposes of this agreement or otherwise (the “Information”) must be treated as highly confidential and the Supplier agrees: (1) not to use or copy the Information for any purpose other than fulfillment of this Agreement; (2) not to disclose the Information to any other person without the prior written consent of AGT; and (3) to return the Information (including, if so demanded by AGT, all copies) to AGT on completion of the delivery of the Goods and/or Services.
12.2 AGT will retain title to, will own and Supplier will assign to AGT any intellectual property rights (which includes any statutory or common law copyright, trademark, patent, design or circuit layout rights) used in or arising out of or in connection with any specifications, drawings, designs, or layouts in any tangible or electromagnetic forms which are created and or disclosed to the Supplier in relation to the performance of this Purchase Order.
Notwithstanding any term or condition to the contrary, this Purchase Order may be terminated in whole or in part at the option of AGT, on written notice to the Supplier, if the Supplier fails to substantially perform or is in breach of any material covenant, obligation, representation or warranty and AGT delivers to the Supplier written notice informing the Supplier of the default, and the default is not cured within 14 days after receipt of the notice.
14.1 This Purchase Order can not be assigned by either party without the prior consent of the other party which may not be withheld or conditioned.
14.2 These conditions are governed by and construed in accordance with the law of New South Wales, Australia.