Purchasing Terms and Conditions
Effective date: 9 April 2026
1. Definitions
In the Contract:
Contract means these terms and conditions for the supply of Goods and/or Services and the Purchase Order.
Corporate Social Responsibility Laws means foreign bribery laws, anti- money laundering laws, anti-modern slavery laws and laws dealing with supply and / or export of sanctioned goods, services or information to foreign nationals or institutions, or the engagement in sanctioned activities, in any jurisdiction applicable to DroneShield and the Supplier
Delivery Address means the place for delivery of the Goods or performance of the Services as specified on the Purchase Order.
Delivery Date means the date on which the Goods must be delivered by or the Services must be performed by as specified on the Purchase Order or, if unspecified on the Purchase Order, the date which has been agreed between the parties in writing.
Goods means the goods to be supplied by the Supplier as described in the Purchase Order.
GST has the meaning given to that term in the GST Act.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all copyright and analogous rights (including moral rights), all rights in relation to inventions (including patent rights), registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets), know-how, circuit layouts and all other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields, including (a) all rights in all applications to register these rights; and (b) all renewals and extensions of these rights.
Invoice has the meaning given in clause 9(a).
Notice Period has the meaning given in clause 17(b).
Price means the price as set out in the Purchase Order.
Purchase Order means the order placed by DroneShield or an authorised representative of DroneShield with the Supplier that incorporates these terms and conditions for the supply of Goods and/or Services by reference.
Security Interest means any lien, mortgage, encumbrance, charge or security interest within the meaning of the Personal Property Securities Act 2009 (Cth) or other third party right or claim.
Site means the Delivery Address.
Supplier means the entity to which the Purchase Order is issued and which is named as Supplier on the Purchase Order.
Services means the services to be supplied by the Supplier and as described in the Purchase Order.
DroneShield means:
(a) DroneShield Group Pty Ltd ACN 668 560 610; or
(b) any Related Body Corporate (as defined in the Corporations Act 2001 (Cth)) of the entity stated in sub paragraph 1(a).
Warranty Period means the period of 24 months for Goods and 12 months for Services commencing on the date of supply of the Goods or the date of the performance of the Services.
2. The Contract
(a) The Contract is formed when the Supplier accepts a Purchase Order or provides the Goods and/or Services after DroneShield has issued a Purchase Order, whether or not this Contract is signed.
(b) The parties intend to contract for the supply of Goods and/or Services only on the terms of the Contract. If the Supplier provides terms and conditions (including, without limitation, those printed on a quotation, consignment note, correspondence or other document) with or in connection with the supply of Goods and/or Services described in the Purchase Order, whether before or after the supply of the Goods and/or Services or the issuance of a Purchase Order, they will be of no legal effect and will not constitute part of the Contract (even if any representative of DroneShield signs the document or the terms and conditions comprised in the relevant document).
(c) In the event of inconsistency, the order of precedence of documents comprising the Contract is:
(i) the Purchase Order including any ‘Special Conditions’ stated on the Purchase Order; and
(ii) these terms and conditions.
(d) The Contract continues until the Goods are supplied and/or the Services are performed in accordance with the Contract, unless terminated earlier in accordance with the Contract.
3. Supply of Goods and/or Performance of Services
(a) In consideration of payment of the Price by DroneShield, the Supplier agrees to supply and deliver the Goods to, and/or perform the Services at, the Site, by the Delivery Date in accordance with the Contract.
(b) The Supplier must supply and maintain, at its cost, everything the Supplier requires to supply the Goods and/ or perform the Services in accordance with the Contract, including, but not limited to, all personnel, goods, tools, equipment, materials, authorisations and insurance required to be effected and maintained in accordance with clause 14.
(c) Services must be performed by the person(s) specified to perform the Services in the Purchase Order (if any) and the Supplier must, at the request of DroneShield, remove or replace any personnel involved in performing the Services at the Site.
4. Warranties
(a) The Supplier warrants that the Goods and Services will:
(i) be of merchantable quality and free from defects;
(ii) be new, as at the Delivery Date (unless otherwise specified in the Contract);
(iii) match the description in the Purchase Order;
(iv) be of the same nature and quality as the sample or demonstration given, if the Supplier gave DroneShield a demonstration or sample of the Goods or Services;
(v) be fit for the specific purpose for which those Goods and/or Services are intended to be used as specified in the Purchase Order, or if no purpose is specified, for the purpose for which those Goods and/or Services would ordinarily be used;
(vi) comply with the requirements of the Contract, any law (including Corporate Social Responsibility Law) and relevant standards published by the Standards Association of Australia that relate in any way to the supply of the Goods and/or Services;
(vii) not infringe or contribute to the infringement of any Intellectual Property Rights of any third party;
(viii) be free from any Security Interests, and that the Supplier has complete ownership of the Goods;
(ix) be performed in such a way as to comply with all applicable DroneShield policies and procedures;
(x) be free from any defect (including any latent defect) in design, materials and workmanship;
(xi) not interfere with the activities of DroneShield or any other person on the Site; and
(xii) in the case of Services, be performed safely, with all due care and diligence, in accordance with all of DroneShield’s policies and procedures, all lawful directions and orders given by any DroneShield representative, and in a skillful and competent fashion by appropriately qualified and trained personnel.
(b) The Supplier must pass on the benefit of any manufacturer's warranty applicable to the Goods and/or Services. If required by DroneShield, the Supplier must sign any document DroneShield reasonably requires, in order to secure for DroneShield, the benefit of that warranty or warranties.
(c) This clause 4 survives termination or expiry of the Contract.
5. Rejection of Goods or Services
(a) Without affecting any other right or remedy of DroneShield, if, during the Warranty Period, any of the Goods and/or Services do not comply with the Contract, or are otherwise defective, whether or not DroneShield has already accepted the Goods and/or Services in accordance with clause 6, the Supplier must:
(i) repair the Goods or re-perform or make good the defective Services; or
(ii) remove the Goods from the Site and deliver replacement Goods to the Site; or
(iii) un-install the Goods, remove them from the Site, make good any damage to the Site and deliver replacement Goods to the Site,
or, if DroneShield so requires, instead of delivering replacement Goods or re-performing the Services, refund all money paid by DroneShield in respect of the defective Goods or Services. DroneShield has the same rights in respect of replaced or repaired Goods and re-performed Services, as it had in respect of the Goods and/or Services which were originally supplied.
(b) If the Supplier fails to do any of the things notified by DroneShield under this clause within 7 days of receiving the notice, DroneShield may do those things or have them done by a third party at the expense of the Supplier, such expense will be a debt due and recoverable from the Supplier and may be deducted from any monies owing to the Supplier from DroneShield.
(c) This clause 5 survives termination or expiry of the Contract.
6. Delivery and Risk and Title
(a) At the Supplier’s cost, the Supplier must deliver the Goods to the Site or perform the Services by the Delivery Date and must ensure that, in the case of Goods, the Goods are suitably packed to avoid damage in transit or in storage, clearly marked for delivery and that a packing list which itemises the Goods is included in each package of Goods for delivery.
(b) Time is of the essence in the Supplier’s performance under this Contract. As soon as the Supplier becomes aware or reasonably expects that the Goods and/or Services will not be provided by the Delivery Date, the Supplier must immediately notify DroneShield in writing, the reason for the delay, and the expected duration of the delay. If complete performance does not occur on the Delivery Date(s), DroneShield may terminate the Contract in accordance with clause 12(a).
(c) DroneShield will provide the Supplier access to the Site to the extent necessary for the Supplier to perform its obligations under this Contract, pursuant to DroneShield’s security policies and any other applicable policy.
(d) Title in the Goods and deliverables under the Services passes to DroneShield upon the sooner of payment of the Price and delivery to the Site, and risk in the Goods passes to DroneShield when the Goods are delivered to the Site.
(e) All Goods and/or Services will be inspected by DroneShield within a reasonable time after the Goods are delivered and/or Services are performed at the Site, but DroneShield will not be required to accept the Goods and/or Services unless it is reasonably satisfied with them.
(f) DroneShield is not liable to pay for those Goods and/or Services rejected or damaged by inspection, or costs associated with inspection or rejection of the Goods and/or Services.
7. Materials and Equipment
Where DroneShield provides its own materials or equipment to the Supplier for use in connection with the supply of Goods or performance of Services: the materials and equipment will be and will remain the property of DroneShield;
(a) the Supplier must keep the materials and equipment free from any Security Interests;
(b) the Supplier must maintain all materials and equipment in good working order and condition);
(c) the Supplier may only use the materials and equipment solely in connection with the supply of Goods or performance of Services and must return them to DroneShield immediately on termination or expiry of the Contract or when they are no longer required to supply the Goods or perform the Services (whichever is the earliest to occur); and
(d) any damage to or loss of the materials or equipment will be made good at the Supplier’s sole expense.
8. Preservations of Rights
Neither the rejection of, or the failure of DroneShield to in any way reject, the Goods and/or the Services, nor the acceptance of the Goods under clause 6, nor the making of any payment, will prejudice any rights DroneShield may have against the Supplier arising in any way in relation to failure by the Supplier to provide the Goods and/or Services in accordance with the Contract or otherwise affect the Supplier's warranties, liabilities or obligations under the Contract or at law.
9. Invoicing and Payment
(a) Upon acceptance of the Goods and/or completion of the Services, the Supplier must provide to DroneShield a valid tax invoice (Invoice) for the Price, which must comply with the requirements of the GST Act and include (without limitation):
(i) a reference to a valid Purchase Order;
(ii) a detailed description of the Goods supplied and/or Services performed;
(iii) the Price of the Goods and/or Services, broken down to reflect any Price components on the Purchase Order;
(iv) the amount of any applicable GST;
(v) a DroneShield contact name and Site; and
(vi) an individual reference number for DroneShield to quote with remittance of payment.
(b) DroneShield will pay each Invoice that complies with clause 9(a) except:
(i) without limiting any other right or remedy, DroneShield may withhold payment of the amount in dispute where DroneShield disputes the Invoice until the dispute is resolved in accordance with clause 17;
(ii) DroneShield is not obliged to pay any amount on the Invoice if the Goods or Services (or any part of them) are defective or it has any other claim in relation to them; and
(iii) DroneShield may reduce, delay, or withhold any payment due to the Supplier by any amount which the Supplier must pay DroneShield, including costs, charges, damages, expenses, and any debts owed by the Supplier to DroneShield on any account whatsoever (including as a result of the Supplier’s failure to provide Goods and/or Services in accordance with this Contract and/or Purchase Order). This does not limit DroneShield's right to recover those amounts in any other way.
(c) Where a compliant invoice is submitted:
(i) during the month in which the Goods were supplied or the Services the subject of the invoice were completed, or
(ii) within 7 days after the end of that calendar month, the invoice will be paid within 30 days of the end of the month of invoice. All invoices received outside this time will be paid 30 days from the end of the month in which the invoice was received.
10. Assignment and Subcontracting
The Supplier must not, without the prior written consent of DroneShield, assign any or all of the Supplier’s rights or obligations under the Contract or subcontract all or part of the supply of Goods and/or performance of Services to any other party.
11. Indemnity
(a) The Supplier indemnifies, and keeps indemnified, DroneShield, and the directors, officers, employees, agents and contractors of DroneShield, from and against any claim, loss, liability, cost, damage or expense suffered or incurred arising from or in connection with the supply of Goods or the performance of the Services including, without limitation:
(i) the breach of any of the Supplier’s obligations, warranties or representations under the Contract;
(ii) the misconduct or negligent act or omission of the Supplier or its contractors, employees, officers, agents or invitees, in the provision of the Goods or the performance of the Services;
(iii) the loss of, or any damage to, any property of any person;
(iv) the death of, or injury to any person; and
(v) the breach of the Intellectual Property Rights or property of any third party.
(b) The Supplier’s liability to indemnify DroneShield, and the directors, officers, employees, agents and contractors of DroneShield under clause 11(a) will be reduced to the extent that the claim, loss, liability, cost, damage or expense is directly caused by the negligent act or omission of DroneShield or the directors, officers, employees, agents and contractors of DroneShield.
(c) The rights and obligations under this clause 11 continue after termination or expiry of the Contract.
12. Termination
(a) If the Supplier (or any of the Supplier’s officers or directors):
(i) breaches any term under the Contract and such breach is not remedied within fourteen (14) calendar days of notice being given to the party to remedy the breach (unless such breach is not able to be remedied);
(ii) breaches any law relating to the supply of the Goods or Services;
(iii) becomes insolvent;
(iv) becomes a reputational risk in DroneShield’s reasonable opinion; or
(v) is convicted of a criminal offence,
then DroneShield may terminate the Contract and/or Purchase Order immediately and without notice, charge, and liability.
(b) In addition to any other rights of termination available to DroneShield, DroneShield may terminate the Contract by giving 7 days’ notice to the Supplier, in which case, subject to DroneShield being reasonably satisfied that the Supplier has complied with its obligations under the Contract, DroneShield will pay the Supplier:
(i) amounts that are properly due and payable to it for the Goods supplied and/or Services performed prior to the date of termination;
(ii) all verifiable work in progress; and
(iii) all direct, verifiable and reasonable expenses incurred up to the date of the notice of termination,
incurred in compliance with the Contract, and which cannot be reversed or mitigated by the Supplier applying best efforts.
(c) If the Contract is terminated pursuant to clauses 12(a) or 12(b), the Supplier must cease the supply of the Goods and/or Services the subject of the Purchase Order and must deliver all Goods and/or Services in progress or completed, as DroneShield may request.
(d) Unless expressly stated otherwise, termination of the Contract in accordance with clause this 12 does not affect the rights or obligations of a party which have accrued prior to termination.
(e) The Supplier may terminate the Contract with 14 days prior written notice to DroneShield, if DroneShield fails to make a payment due in accordance with clause 9(b) for 3 consecutive calendar months.
13. Taxes
(a) If GST is imposed on any supply made by the Supplier under or in connection with the Contract, the Supplier may (subject to the provision of the Invoice) recover from DroneShield, in addition to the Price, an amount equal to the GST payable in respect of that supply.
(b) The Supplier shall be solely responsible for all other taxes or levies imposed on the Supplier under law that arise out of the supply of Goods and/or performance of Services.
14. Insurance
(a) The Supplier must, for so long as any obligations remain in connection with the Contract, effect and maintain, at its own expense all appropriate policies of insurance.
(b) Upon request by DroneShield, the Supplier will provide DroneShield with proof of insurance acceptable to DroneShield.
15. Confidentiality
(a) The Supplier must keep confidential:
(i) any information or details relating to the Contract or DroneShield’s business affairs and operations; and
(ii) any other information designated by DroneShield as confidential or received by the Supplier in circumstances implying an obligation of confidentiality or reasonably expected to be confidential.
(b) This clause 15 does not apply to the disclosure of information to comply with any law, the requirements of any government agency or stock exchange or to information that is already in the public domain, provided that prior to such disclosure the disclosing party gives notice to the other party with full particulars of the proposed disclosure.
(c) This clause 15 shall survive termination or expiry of the Contract.
16. Intellectual Property
(a) DroneShield will retain sole ownership of all Intellectual Property Rights in all documents, materials and inventions which are generated, created or acquired (excluding use under licence from a third party) by the Supplier or the Supplier’s personnel directly in connection with the provision of the Goods and/or performance of the Services under this Agreement (“Relevant Intellectual Property Rights”) for its own use and benefit in any manner it sees fit without any further fee payable to or consent required from the Supplier.
(b) The Supplier will assign or transfer and will procure that the Supplier’s personnel assign or transfer all Relevant Intellectual Property Rights to DroneShield and sign all such documents and do all things necessary to give effect to this clause 16.
(c) Each party will continue to retain sole ownership of all Intellectual Property Rights owned by that party before the provision of the Goods or Services commenced, or any Intellectual Property Rights acquired or developed by that party independently of the performance of this Contract (“Background Intellectual Property”).
(d) Supplier grants DroneShield a perpetual, non-exclusive, royalty-free licence to its Background Intellectual Property as far as reasonably necessary for the Supplier to perform this Contract and for DroneShield to obtain the benefit of the Goods and/or Services.
(e) The Supplier warrants that:
(i) use by it of any Intellectual Property Right arising from or in connection with the supply of Goods and/or Services will not infringe any Intellectual Property Right of any third party;
(ii) it is able to licence the Intellectual Property Rights in the Background IP of the Supplier as described in clause 16(c); and
(iii) use by DroneShield (or any assignee or sub-licensee) of the Background IP of the Supplier in accordance with the Contract will not infringe any Intellectual Property Right of any third party or breach any law.
(iv) This clause 16 shall survive termination or expiry of the Contract.
17. Disputes and Governing Law
(a) This Agreement is governed by the laws in New South Wales, Australia, excluding its rules concerning conflicts of laws.
(b) If there is a dispute arising out of or in connection with this Agreement the parties must follow the following process: (a) the party raising the dispute must notify the other party in writing that a dispute exists, with sufficient detail to enable the dispute to be considered (“Dispute Notice”); (b) the parties must then meet (which may be remotely by video conference) to discuss and attempt to resolve the dispute acting reasonably; (c) if the dispute is not resolved within thirty (30) days from the date the Dispute Notice is issued, the dispute is to be referred to each party’s Chief Executive Officer or director, and they must both attempt to resolve the dispute acting reasonably, and without prejudice within a further period of seven (7) days, or such other time as agreed by the parties; and (d) if the dispute remains unresolved, the dispute must be submitted to be finally resolved by arbitration in accordance with and subject to the Resolution Institute Arbitration Rules, the seat of arbitration will be Sydney, Australia, the number of arbitrators will be one (1), and the proceedings to be conducted in English. Notwithstanding the preceding, a party may seek immediate injunctive relief pursuant to sub-clause (d) on an expedited basis.
18. Costs
Each party will bear its own legal and other costs and expenses incurred in connection with the negotiation, preparation and execution of the Contract.
19. Waiver
A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
20. Severability
Any provision of the Contract that is invalid or unenforceable in any relevant jurisdiction will be deemed to be severed from the Contract, without affecting the validity or enforceability of the remaining provisions of the Contract or affecting the validity or enforceability of that provision in any other jurisdiction.
21. Entire Agreement
The Contract constitutes the entire agreement between the two parties in relation to the subject matter and supersedes all prior negotiations, conditions, representations, proposals, understandings and agreements whether written oral which are excluded and negated save and except for such conditions or representations that cannot be excluded by virtue of the Competition and Consumer Act 2010 (Cth) or any applicable Law.
22. Export Controls
(a) Supplier acknowledges that all related technical information, documents and materials provided by DroneShield are subject to export control regulations, including without limitation the Australian Department of Export Controls (“DEC”) rules, and the U.S. Export Administration Regulations. Supplier irrevocably agrees and acknowledges that DroneShield’s ability to provide Supplier or its Customer(s) with products pursuant to or in connection with this agreement is conditional on DroneShield being able to obtain the necessary export approvals. DroneShield is not responsible in any way for an export approval denial. Supplier shall: (i) comply with the most current export control and sanctions laws, regulations, and orders applicable at the time of the export, re-export, transfer, disclosure or provision of Products and Subscriptions including, without limitation, the: (a) Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security, U.S. Department of Commerce, 15 C.F.R. parts 730-774; (b) International Traffic in Arms Regulations (“ITAR”) administered by the Directorate of Defense Trade Controls, U.S. Department of State, 22 C.F.R. parts 120-130; (c) Foreign Assets Control Regulations and associated Executive Orders administered by the Office of Foreign Assets Control, U.S. Department of the Treasury, 31 C.F.R. parts 500-598; and (d) laws and regulations of other countries (collectively, “Export Control Laws”); (ii) cooperate fully with DroneShield in any official or unofficial audit or inspection that relates to these controls; and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products in violation of any then current EAR, or any specific term of this Agreement.
(b) Supplier shall not export, re-export, transfer, disclose or otherwise provide DroneShield’s technical data controlled by Export Control Laws (“Technical Data”) to any foreign persons or foreign commercial entities unless Supplier receives advance, written authorization from DroneShield. Supplier agrees that any agreements between Supplier and foreign persons in the approved country for Products or provision of services shall contain all the limitations of this paragraph and shall comply with all applicable export licenses or authorizations.
(c) Supplier will not provide any export controlled Goods or Services to DroneShield unless previously agreed in writing by DroneShield.
23. Relationship of Parties
(a) The parties acknowledge and agree that the relationship between Company and Supplier is that of principal and independent contractor.
(b) Nothing in the Contract will be deemed to constitute Supplier nor any of its personnel as an employee, partner, agent or representative of Company and Supplier nor any of its Personnel will have no authority to incur and will not incur any obligation on the part of Company, except with, and to the extent of, the prior written authority of Company.

