Agreement means the documents comprising the contract between the parties for the procurement of Products, being this Master Supply Agreement for Codes (including the background, schedules and annexures (if any)) and the applicable Orders;
API means an Application Programming Interface which has been approved by YPB and creates an interface between a production line to YPB’s Connect Platform.
APP means an application able to be downloaded by a user or customer for use on a mobile device.
Authority means any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality or entity;
Business Day means a day which is not a Saturday, Sunday or public holiday in the location of the Customer’s address set out in this Agreement;
Code means a machine-readable code generated by YPB and supplied to the Customer whether directly by YPB or by interface to a third party production line;
Commencement Date means the date set out in Item 3 of Schedule 1;
Confidential Information means any:
(a)information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible or any other form, relating to the Customer or any Related Entity of the Customer including but not limited to any specifications, formulae, know how, concepts, inventions, ideas, software, designs, copyright, trade secrets or any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies or any other matter;
(b)Customer Supplied Material;
(c)YPB Supplied Material;
(d)negotiations in relation to, and the terms of, this Agreement;
(e)information designated as confidential by the Customer or by YPB; and
(f)information that is by its nature confidential;
Connect Platform means the software platform operated by YPB which enables certain information to be displayed to persons who have scanned a Code;
Corporations Act means the Corporations Act 2001 (Cth);
Customer Supplied Material means any Material supplied by the Customer to YPB for the purposes of YPB providing the Products, including any trade marks (whether or not registered);
Data Incident means any actual or YPB suspected:
(a)breach of YPB’s obligations relating to protection of Personal Information under this Agreement;
(b)unauthorised access to, or unauthorised disclosure of, any Personal Information; or
(c)loss of Personal Information, including where Personal Information is damaged or corrupted so that it becomes unusable,
where, as determined by YPB, the access or disclosure is likely to result in serious harm to one or more individuals and YPB has not been able to prevent the likely risk of serious harm with remedial action.
Defective Product means a Product that has defects in design, workmanship or parts or which does not materially conform with the requirements of this Agreement but does not include any defects that were:
(a)caused by the negligence or misuse of the Customer or another person other than YPB, the Customer failing to store the Products correctly or malicious damage caused by the Customer or another person other than YPB;
(b)caused by fair wear and tear; or
(c)present in the Proofs for the Products that the Customer approved;
Documentation means any user manual or other operational documentation provided by YPB in respect of the Products;
Delivery Date means the date set out in an Order for YPB to deliver the Products;
Delivery Location means the location set out in an Order for YPB to deliver the Products;
Deposit means the deposit amount required to be paid by the Customer as specified by YPB when it returns a signed copy of the Order to the Customer;
FOB means “free on board” the location nominated in YPB’s quotation or Orders where the Goods are shipped from.
Force Majeure means an act of God, fire, lightning, explosion, flood, insurrection or civil disorder or military operations, government or quasi government restraint, expropriation, prohibition, intervention, direction of embargo, inability or delay in obtaining government or quasi government approvals, consents, permits, licenses or authorities, strikes, lockouts or other industrial disputes of any kind, epidemic or pandemic, or any other cause whether similar or not to the foregoing, outside of the affected party's control;
Goods means the goods set out in an Order, Schedule 1 or a Quotation;
Initial Term has the meaning set out in Schedule 1.
Insolvency Event means any of the following events or any analogous event in respect of a party:
(a)that party disposes of the whole or any part of its assets, operations or business other than in the ordinary course of business;
(b)that party ceases, or threatens to cease, carrying on the business;
(c)that party is unable to pay its debts as the debts fall due;
(d)any step is taken by a mortgagee to take possession or dispose of the whole or any part of that party’s assets, operations or business;
(e)any step is taken for that party to enter into any arrangement or compromise with, or assignment for the benefit of, its creditors or any class of its creditors; or
(f)any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator over the whole or any part of that party’s assets, operations or business;
Intellectual Property Rights means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any confidential information, copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields whether or not registered or registrable and includes any rights to protect or apply for the registration, renewal or extension of such rights and includes Moral Rights;
Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);
Material means any physical products, data, plans, instructions, documents, descriptions, reports, advice, accounts, drawings, photographs or any other material;
Minimum Order Quantity means the minimum amount specified in Schedule 1;
Moral Rights means rights of integrity and attribution existing now or in the future in respect of property under the Copyright Act 1968 (Cth);
MSA means the Master Supply Agreement accepted by the Customer;
Notice means any notice or other communication by one party to the other party under the terms of this Agreement including but not limited to any request, demand, consent, waiver or approval;
Notice Details means the contact details for each of the parties as set out in Schedule 1;
Option Period has the meaning set out in clause 1.1(b);
Order means an order for Products issued under this Agreement;
Party means (as the context requires) YPB or the Customer and the Parties means both YPB and the Customer;
Payment Terms means the payment terms set out in an Invoice;
Personal Information has the meaning given to it in the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth).
Personnel means any employee, servant, contractor, subcontractor, agent, partner, director or officer of a party;
Price means the price for Products as set out in Schedule 1;
(b)all applicable laws affecting privacy, Personal Information or the collection, handling, storage, processing, use or disclosure of data; and
(c)any legally binding ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued thereunder, as amended from time to time.
Products means the goods and/or services (as the context requires) described in the Schedule 1 of the MSA, Quotation, Order or Invoice and accepted by the Customer which includes Tracers, Scanners, API, APP, Codes and the right to access and use the Connect Platform or any other platform provided by YPB;
Proof means a sample of the Products provided to the Customer for the purposes of verifying and checking the accuracy of the Products prior to YPB commencing the production and supply of the Products;
Related Entity has the meaning set out in the Corporations Act 2001 (Cth);
Taxes means any present or future tax, fee, levy, duty, charge, withholding, penalty, fine, impost or interest imposed by any Authority including but not limited to any tax in relation to sales, use, property, value added, goods and services, withholding, turnover, stamp duty, interest equalisation, business, occupation, excise, income, profits or receipts;
Term means the Initial term and any Option Period.
Termination for Convenience Payment means the following amount:
A is the Minimum Order Quantity for the 12 month period in which termination occurred
B is the number of Codes supplied during the 12 month period in which termination occurred
C is the Price for each Code (excluding any price review). If C is a negative number it will be deemed to be nil.
D is the aggregate of all the Minimum Order Quantities relating to the 12 month periods remaining in the Term which have not commenced as at the date of termination
E is the Price for each Code (excluding any price review).
Total Amount Payable in respect of any Products means the total amount payable to YPB by the Customer under or in connection with this Agreement, as specified in the relevant Invoice issued by YPB in respect of those Products;
Tracer means YPB’s tracer material supplied in masterbatch form in ink, plastic or varnish according to YPB’s best inclusion practice and described in the Schedule 1 of the MSA, Quotation, Order or Invoice
Scanner means YPB’s proprietary scanner units either stand alone or supplied as an OEM device for inclusion in a customer’s equipment;
YPB Supplied Material means any information, Material, Confidential Information or Intellectual Property Rights created, produced or developed by YPB or any member of YPB’s Personnel whether prior to, in the course of or as a result of YPB providing the Products;