Purchasing Terms & Conditions

XPEL Australia Terms & Conditions of Purchase 

The following Standard Terms and Conditions of Purchase (“Terms”) apply to transactions that do not have a written agreement duly executed by both parties. If there is such an agreement, the terms of that agreement shall govern the transaction and relationship of the parties. In the absence of a written agreement, these Terms provide you (“Seller”) with the guidelines and legal stipulations concerning this purchase order (“Order”) issued by XPEL Australia Pty Ltd (“Buyer”) for the goods and/or services described on the face of the Order. Any proposal or document from Seller including different or additional terms is expressly objected to and disallowed. Notwithstanding the foregoing, any such counterproposals by Seller shall not constitute rejection of the contract, but rejection of the additional or differing term(s). 

1. Warranty 

Seller represents and warrants that all materials, supplies, equipment (collectively “materials”), and services delivered under this Order: 

1. Title shall be good, merchantable, rightful, and free from any security interest, lien, or encumbrance.
2. Materials will be new, free from defects in material and workmanship, of the quality, size, description, and dimension required by Buyer, fit for their intended purpose, and will meet any specifications provided. Services will be performed in a competent and professional manner.
3. The materials, their manufacture, and Buyer’s use of them will not infringe any intellectual property rights of third parties.
4. Prices for goods and services under this Order are not less favourable than those offered to other customers for the same or similar goods and services in equal or lesser quantities.
5. Seller shall comply with all applicable anti-bribery and anti-corruption laws, including the Criminal Code Act 1995 (Cth) (Australia), and shall not take any action that renders Buyer liable for bribery, corruption, or other prohibited conduct.

Buyer’s inspection, test, acceptance, or use of the goods shall not affect Seller’s obligations under these warranties. Seller shall, at Buyer’s option and cost, replace or correct any nonconforming goods. If Seller fails to do so within ten (10) days of notification, Buyer may either correct or replace the goods and charge Seller for costs, or revoke acceptance and require refund and return at Seller’s cost. All warranties survive inspection, delivery, acceptance, and payment. 

2. Compliance with Laws, Standards, and Testing 

Seller warrants that all materials and services comply with all applicable Australian and international laws, regulations, and standards, including the Australian Consumer Law (Schedule 2, Competition and Consumer Act 2010 (Cth)), workplace health and safety laws, environmental laws, and any applicable chemical or hazardous substances regulations. Seller shall provide certifications and documentation as requested by Buyer. 

3. Indemnity 

Seller shall indemnify, hold harmless, and defend Buyer, its affiliates, officers, directors, employees, and agents from all claims, losses, liabilities, damages, costs, or expenses arising from: 

1. Violation of laws or regulations.
2. Infringement of intellectual property rights.
3. Injury, death, or property damage caused by Seller’s negligence or the use of supplied materials.
4. Defects in manufacture or design.
5. Breach of these Terms.

In the event of an infringement claim, Seller shall, at its own expense, either obtain rights for Buyer to continue using the goods, supply a suitable replacement, or reimburse the purchase price. 

4. Delivery and Default 

Delivery dates and quantities are essential. Late or partial delivery may result in cancellation of the Order and Buyer sourcing goods elsewhere at Seller’s cost. Seller shall provide all customs documentation for imported goods and assist with compliance with Australian import/export regulations. 

5. Prices 

Prices shall not exceed those quoted or specified. Prices include packaging, labelling, taxes, duties, and shipping under Incoterms 2020 EXW (Ex Works) unless otherwise agreed. 

6. Inspection and Rejection 

Buyer may inspect, test, and accept materials. Buyer may reject materials that do not conform to Order specifications or delivery schedules. Rejected materials may be returned at Seller’s cost for credit, replaced at Seller’s expense, or the Order may be treated as breached and cancelled for unfulfilled quantities. 

7. Changes 

Buyer may make changes to the Order including specifications, quantities, delivery schedule, or shipping methods. Seller shall comply immediately. If such changes materially affect cost or timing, an equitable adjustment may be negotiated in writing within five (5) days. 

8. Confidentiality 

Seller shall maintain the confidentiality of technical, process, and proprietary information received from Buyer and shall not disclose or use it except to fulfil this Order. Sensitive personal information must not be transmitted to Buyer. Upon completion, Seller shall return all materials and retain only one record copy. 

9. Work on Buyer’s Premises 

If work is performed on Buyer’s premises, Seller shall comply with safety and other operational rules and prevent injury or property damage. 

10. Limitation of Liability 

Buyer’s total liability is limited to the amount paid for the goods or services under this Order. Buyer is not liable for special, incidental, indirect, or consequential losses, including lost profits. 

11. Payment and Invoicing 

Invoices must be dated and mailed at shipment, detailing point of shipment and method. Discounts are calculated from the date Buyer receives a proper invoice. 

12. Force Majeure 

Neither party is liable for delays caused by events beyond reasonable control. Buyer may require delayed deliveries after the event ceases. 

13. Assignment 

Seller may not assign this Order without Buyer’s written consent. 

14. Insurance 

Seller shall maintain insurance, including product liability and public liability, with coverage of no less than AUD 2 million per occurrence and AUD 4 million in aggregate, or as otherwise required by law, and provide certificates to Buyer. 

15. Termination 

Buyer may terminate this Order without liability in the event of Seller’s insolvency, bankruptcy, or change in control of Buyer. 

16. Buyer’s Property 

All tools, designs, molds, specifications, and other materials remain Buyer’s property. Any intellectual property is licensed solely for production under this Order. 

17. Survival 

Sections 1, 2, 3, 6, 8, 10, 17, 18, 19, 20, 22, 23, and 24 survive termination. 

18. Waiver and Modification 

No waiver or modification is effective unless in writing and signed by Buyer. 

19. Severability 

If any provision is invalid, the remainder shall remain in effect. 

20. Notices 

Notices shall be in writing and delivered personally, via email/fax with confirmation, or via a nationally recognised courier. Postal notices are deemed received three (3) business days after posting in Australia. 

21. Governing Law 

These Terms are governed by the laws of New South Wales, Australia, excluding conflicts-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. 

22. Dispute Resolution 

Disputes shall first be attempted to resolve amicably. Failing that, disputes shall be referred to arbitration in Sydney, Australia under the International Arbitration Act 1974 (Cth), using the rules of the Australian Centre for International Commercial Arbitration (ACICA). The arbitrator’s decision is final and binding. Each party bears its own costs. 

23. Entire Agreement 

In the absence of a prior written agreement, this Order, including incorporated documents, represents the complete and exclusive agreement. 

Last updated: December 15, 2025