Terms of Trade

Perfetti Engineering Pty Ltd (ABN 76 686 909 311), trading as McIver Engineering and Global Supply Network. Version 2.0, effective October 2026.

Part A – General terms

1. Parties and definitions

1.1 These Terms are between Perfetti Engineering Pty Ltd (ABN 76 686 909 311), trading as McIver Engineering and Global Supply Network (we, us), and the customer named in the Quote or Order (you). McIver Engineering and Global Supply Network are business names of the same company; a Quote, Order or invoice under either name is a contract with Perfetti Engineering Pty Ltd.

1.2 In these Terms:

• Goods means products, parts, materials and assemblies we supply, whether made by us or sourced from a Sub-supplier.
• Services means design, DFM, prototyping, machining, fabrication, sourcing, procurement, inspection, logistics and related services.
• Quote means our written quotation. Order means your purchase order or written acceptance of a Quote.
• Specification means the drawings, specifications, standards and requirements listed in the Quote or attached to the Order and accepted by us in writing.
• Sub-supplier means any manufacturer, supplier or subcontractor we engage, in Australia or overseas.
• Tooling means moulds, dies, jigs, fixtures, gauges, electrodes and other tooling made or procured for your Goods.
• Price means the price in the Quote, as adjusted under clause 4.

2. Application and order of precedence

2.1 These Terms apply to every Quote, Order and supply by us, and override any terms in your Order, portal or other documents, unless we have signed a separate agreement that expressly replaces them.

2.2 If documents conflict, this order applies: (a) a signed master or supply agreement; (b) the Quote; (c) the Schedules to these Terms; (d) Part A of these Terms; (e) the Specification. Terms in your Order that are not in the Quote do not apply unless we accept them in writing.

2.3 We may update these Terms by publishing a new version. An accepted Order stays under the version current when it was accepted. Each Quote states the version that applies.

3. Quotes and Orders

3.1 A Quote is valid for 30 days unless it states otherwise, and is based on the information and Specification you provided at the time.

3.2 An Order is binding only when we accept it in writing or start work on it.

3.3 Lead times start from the later of our acceptance of the Order, receipt of any deposit, and receipt of all information and approvals we need.

3.4 Changes to quantity, Specification or delivery after acceptance are variations. We will confirm any effect on Price and lead time before proceeding.

3.5 An estimate is a guide to likely cost, not a Quote. Final pricing is confirmed in writing when you approve the estimate. Estimates are valid for 30 days unless they state otherwise.

4. Prices

4.1 Prices are in AUD, exclude GST, and exclude freight, duty and insurance unless the Quote states otherwise.

4.2 Before shipment, we may adjust the Price of sourced Goods by written notice if, after the Quote date, the AUD exchange rate moves more than 3%, raw material costs rise more than 5%, or freight, duty or government charges change. You may cancel the affected part of the Order within 5 business days of the notice, and pay only for costs already incurred and work already done.

5. Payment

5.1 Standard payment terms apply unless the Quote states otherwise:

• Tooling charges and tooling handover charges: 100% in advance, in cleared funds.
• Sourced Goods: the deposit and balance stated in the Quote.
• Manufacturing by McIver: approved account customers within 30 days of invoice; other customers before dispatch.

5.2 We may charge interest on overdue amounts at 1.5% per month, and recover reasonable collection costs.

5.3 We may suspend work or deliveries while any amount is overdue.

6. Delivery and risk

6.1 Delivery dates are estimates. We will tell you promptly of any expected delay. We are not liable for delay caused by events outside our reasonable control, including Sub-supplier, shipping or customs delays.

6.2 Risk in Goods passes to you on delivery to the address in the Order, or on collection, or as stated in the Incoterm in the Quote.

6.3 We may deliver in instalments. Each instalment is a separate supply and may be invoiced separately.

7. Title and security

7.1 Title to Goods and Tooling passes to you only when you have paid for them in full.

7.2 Until then you hold the Goods as bailee, keep them separate and insured, and we may recover them. These Terms create a security interest for the purposes of the Personal Property Securities Act 2009 (Cth), and you consent to our registering it.

8. Warranty

8.1 We warrant that Goods will conform to the Specification when delivered and, for 12 months from delivery, will be free from defects in materials and workmanship.

8.2 The warranty does not cover: misuse, incorrect installation, modification, normal wear, or failure caused by your design or Specification, or by materials or parts you supplied.

8.3 Claims are made and assessed under Schedule 3. For a valid claim, we will at our reasonable discretion repair, rework, replace or refund the affected Goods.

8.4 Nothing in these Terms excludes rights you have under the Australian Consumer Law that cannot be excluded. Where the law allows, our liability for breach of a consumer guarantee is limited to replacing or repairing the Goods, or paying the cost of doing so.

9. Liability

9.1 To the extent permitted by law, our total liability in connection with an Order is limited to the Price paid for the Goods or Services that gave rise to the claim.

9.2 Neither party is liable for indirect or consequential loss, including loss of profit, revenue, production, use or opportunity, delay costs, and your incoming inspection, sorting, handling or labour costs, unless agreed in writing.

9.3 Clauses 9.1 and 9.2 do not limit liability for death or personal injury caused by negligence, fraud, or wilful misconduct.

9.4 You indemnify us against claims that Goods made to your Specification infringe a third party’s rights, or that your design caused loss.

10. Intellectual property and confidentiality

10.1 You keep all intellectual property in your designs, drawings and Specifications. You grant us a licence to use them to perform the Order.

10.2 We keep all intellectual property in our own know-how, processes, DFM advice, mould and tool designs, fixtures and methods, whether created before or during the Order, except where a Quote states that a design deliverable is assigned to you on payment.

10.3 Each party keeps the other’s confidential information confidential and uses it only to perform or receive the Order. We may share your Specification with our suppliers, manufacturers, subcontractors and freight providers, including those outside Australia, on a need-to-know basis and under confidentiality obligations no less protective than these Terms. Confidentiality continues for 5 years after the last Order, and indefinitely for trade secrets. Where the parties have signed a McIver non-disclosure agreement, it governs confidentiality and prevails over this clause if they conflict.

11. Termination and cancellation

11.1 Either party may terminate an Order by written notice if the other materially breaches it and does not remedy the breach within 14 days of notice, or becomes insolvent.

11.2 If you cancel an accepted Order, you pay for work performed, materials and components bought or committed, Sub-supplier cancellation charges and Tooling costs incurred.

12. Force majeure

12.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, epidemics, war, strikes, government action, port closures and national holidays in the country of manufacture. The affected party will notify the other and take reasonable steps to minimise the effect.

13. Governing law

13.1 These Terms are governed by the law of New South Wales. The parties submit to the courts of New South Wales.

14. General

14.1 Notices must be in writing, including by email to the address last notified.

14.2 We may subcontract any part of an Order and remain responsible to you for its performance under these Terms.

14.3 If any provision is invalid, it is severed and the rest remains in force. A waiver must be in writing.

Schedule 1 – Manufacturing services (McIver Engineering)

Applies where we manufacture Goods ourselves in Australia: CNC machining, fabrication, welding, laser cutting, assembly and repairs.

1.1 Drawings govern. We manufacture to the drawing revision named in the Order. Dimensions without a stated tolerance follow ISO 2768-1 class m (medium), unless the drawing states otherwise.

1.2 Customer-supplied material. Where you supply material or parts, you are responsible for their conformity. We are not liable for defects or scrap caused by that material, and you bear the cost of replacing it.

1.3 First articles. Where the Quote includes a first article, production starts only after you approve it in writing. If you do not respond within 5 business days, we may treat the first article as approved or hold the Order, and we will tell you which.

1.4 Design and DFM advice. DFM reports and design suggestions are advice. You remain responsible for your design’s fitness for purpose, unless the Quote expressly makes us responsible for a design deliverable.

1.5 Rework. For a valid claim under Schedule 3, we may rework Goods where rework restores conformity, before replacing them.

1.6 Surface finish and coatings. Unless specified, surface finish is as-machined or as-fabricated. Third-party coatings and treatments carry the coater’s warranty, which we pass through to you.

Schedule 2 – Sourcing and supply (Global Supply Network)

Applies where we supply Goods made by Sub-suppliers, in Australia or overseas.

2.1 Our role. We sell sourced Goods to you as principal: you contract with us, we invoice you, and we are responsible to you for the Goods under these Terms. We are not your agent, and you have no contract with our Sub-suppliers. We act as importer of record unless the Quote states otherwise.

2.2 Manufacturing partners and non-circumvention.

(a) We choose, manage and replace our suppliers, manufacturers, subcontractors and freight providers at our discretion.

(b) The identity of, and terms agreed with, our suppliers, manufacturers, subcontractors and freight providers are our confidential information. You must not use that information for any purpose other than receiving Goods and Services from us, and we do not disclose it except where required by law.

(c) During our relationship and for 24 months after your last Order, you must not solicit, approach or contract with any of our suppliers, manufacturers or subcontractors, directly or through an agent, employee, contractor or related company, for goods, tooling or services of a kind we have supplied or quoted to you, without our written consent.

(d) Where you have signed a McIver non-disclosure agreement, that agreement governs confidentiality and paragraph (b) applies alongside it to the extent consistent. Paragraph (c) is a separate obligation and applies in addition to it.

2.3 Inspection level. Each Quote states the inspection level that applies. Anything beyond the stated level is available at an additional cost.

2.4 Lead times. Lead times for sourced Goods depend on Sub-supplier capacity, public holidays in the country of manufacture (including Chinese New Year and National Day), and shipping and customs. They are estimates under clause 6.1.

2.5 Materials and grades. Where the Specification names a material grade or brand, we will supply that grade or brand, or propose an equivalent in writing for your approval before production. We will not substitute without your written approval.

2.6 Freight, customs, duty and GST. Unless the Quote states otherwise, Prices are delivered duty paid (DDP) to your nominated Australian address. Where we import Goods, we are the importer of record, manage customs clearance, and pay duty and GST on import; risk passes to you on delivery in Australia under clause 6.2. Where Goods or Tooling are located, supplied or delivered outside Australia, GST applies as required by law and the Quote states the treatment.

2.7 Samples. Where a Quote includes samples, production starts only after you approve the samples in writing. Approved samples become the reference for appearance and workmanship.

2.8 Ethical sourcing. We require our Sub-suppliers to comply with applicable labour laws and prohibit forced, bonded and child labour. We will provide reasonable information about our supply chain on request.

Schedule 3 – Specifications, inspection and acceptance

Applies to all Goods, manufactured or sourced.

3.1 Specifications

3.1.1 You warrant that your Specification is accurate, complete, and suitable for the material and process specified. We may, but are not obliged to, review it.

3.1.2 Before accepting an Order, we may propose deviations in writing where a Specification cites a standard that does not suit the material or process (for example, a tolerance standard written for a different polymer). A deviation applies only when both parties agree it in writing.

3.1.3 Where the Specification is silent on a tolerance, finish, flatness or measurement method, the manufacturer’s standard tolerances and practice for that material, process and size apply.

3.2 Measurement method

3.2.1 Conformance is assessed using the measurement method agreed in writing. If none is agreed:

• instruments must be calibrated and within their calibration period, with resolution at least ten times finer than the tolerance measured;
• measurements are taken at the positions stated on the drawing or Specification or, if none, at positions representative of the part, excluding sheet or bar edges within 10 mm of a cut edge;
• Goods are measured at 23 ± 2 °C after reaching room temperature, with protective films removed; and
• a reading within the stated uncertainty of the instrument at the tolerance limit is re-measured by both parties before the item is treated as non-conforming.

3.2.2 Either party may ask for a measurement method to be agreed before an Order is placed. For repeat or high-value Goods, we recommend it.

3.3 Inspection on receipt and claims

3.3.1 You must inspect Goods within 7 days of delivery and notify us in writing of any shortage, damage or non-conformity found. Latent defects, which reasonable inspection would not reveal, must be notified within 30 days of discovery and within the warranty period.

3.3.2 A claim must identify the Order and Goods affected, and include the measurement data (instrument, positions, readings) and photographs supporting it.

3.3.3 Goods not notified within these periods are treated as accepted, except for rights under the Australian Consumer Law that cannot be excluded.

3.4 Sampling and rejection

3.4.1 Only individual items confirmed as non-conforming are rejected. A delivery, lot or batch is not rejected as a whole unless a sampling plan with acceptance and rejection numbers (for example, ISO 2859-1 / AQL) has been agreed in writing and the lot fails it.

3.4.2 Where you choose to inspect more of a delivery than an agreed sampling plan requires, that inspection is at your cost, unless we agree otherwise in writing.

3.5 Quarantine, return and disposal of rejected Goods

3.5.1 You must quarantine rejected Goods, label them, and make them available for our inspection, collection or return.

3.5.2 You must not scrap, rework, use or dispose of rejected Goods without our written consent. If you do, we may decline the claim for those Goods.

3.5.3 We will arrange and pay for return freight for valid claims. Rejected Goods returned to us become our property once replaced or refunded.

3.6 Remedies

3.6.1 For a valid claim, we will at our reasonable discretion rework, replace or refund the non-conforming items within a reasonable time, taking account of your production needs.

3.6.2 This clause, together with clauses 8 and 9 of Part A, sets out our full liability for non-conforming Goods, subject to the Australian Consumer Law.

Schedule 4 – Tooling and moulds

Applies to all Tooling made or procured for your Goods. Tooling is held at a manufacturing facility we nominate, in Australia or overseas, and not by us.

4.1 What your Tooling includes

4.1.1 Your Tooling means only the cavities, cores and inserts made specifically for your parts and listed in the Quote.

4.1.2 Unless the Quote lists them, your Tooling does not include: mould bases, hot runners, standard or shared inserts, jigs, fixtures, gauges, cutting dies, electrodes and consumables, or any element shared with other tooling or specific to a facility or machine.

4.1.3 The Quote will identify elements we know to be shared or facility-specific. Such elements may not be transferable. That is not a defect or a breach.

4.2 Payment and title

4.2.1 You own the Tooling you have paid for. Once title has passed under this clause, your Tooling is yours. Because it is held at a manufacturing facility, release and delivery of your Tooling may involve fees, including third-party release, preparation, packing, export and freight charges and our handover services. These are set out in the handover process in clause 4.5 and are payable by you before release.

4.2.2 We keep all intellectual property in tool and mould designs, process settings and know-how. You have a licence to use your Tooling to make your parts, with us or with another manufacturer after handover.

4.2.3 Until all amounts owing under any Order are paid, we hold a lien over your Tooling and may withhold its release.

4.3 Minimum volume and early termination

4.3.1 Each Quote for Tooling states the basis on which the Tooling is priced, including any minimum quantity of parts or minimum term the tooling price assumes. Where the Quote states a minimum and Orders for parts made with the Tooling stop before it is reached, you pay the early-termination charge calculated as stated in the Quote.

4.4 Custody, condition and records

4.4.1 Tooling is held by the nominated facility. We are not a bailee of your Tooling and do not insure it. You may insure your Tooling at your own cost.

4.4.2 Servicing and corrosion protection of Tooling in storage are the responsibility of the facility holding it.

4.4.3 We give no warranty about the condition, cycle time or performance of Tooling at any other facility.

4.4.4 We keep a record of the number of parts produced from each tool and will provide it on request.

4.4.5 If no Order has been placed against Tooling for 24 months, we may give you 60 days’ written notice to request handover under clause 4.5 or agree a storage fee. If you do neither, the Tooling may be disposed of after a further 30 days’ written notice.

4.5 Handover and release

4.5.1 You may ask for your Tooling to be released at any time by giving us written notice identifying the Tooling and where it is to be delivered.

4.5.2 We will issue a written handover estimate covering, as applicable:

• third-party release, preparation, cleaning, packing and export charges;
• our services in obtaining release, at our standard rates; and
• freight, insurance in transit, import duty and GST, if you ask us to arrange delivery.

4.5.3 Estimates are estimates. Final pricing is confirmed on your approval. Unless the estimate states otherwise, its prices are fixed prices, and we are not required to provide third-party invoices. Where a charge is stated as cost plus a percentage, the percentage is a markup on cost (cost × (1 + markup)).

4.5.4 All handover charges are payable in full, in cleared funds, before any release, preparation or freight booking.

4.5.5 Tooling is released as-is. No condition report, service or trial is provided unless separately ordered.

4.5.6 Elements identified under clause 4.1.3, or found to be facility-specific, are not transferred. That is not a defect or a breach.

4.5.7 We arrange collection and delivery. We do not disclose the identity or location of our manufacturing partners, except where required by law.

4.5.8 Amortised Tooling and our tooling are not released until you have paid the unamortised balance or an agreed buy-out price.

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Perfetti Engineering Pty Ltd, trading as McIver Engineering and Global Supply Network · ABN 76 686 909 311 · Unit 33, 317–321 Woodpark Road, Smithfield NSW 2164 · info@globalsupplynetwork.com.au