Bray Sales South Australia Quote QQ-2427285-02

Date 21/02/2023
a division of Bray Controls Pacific Pty Ltd
ABN 82 062 475 423

Company BHP Billiton - Olympic Dam Sales Rep Andrew Dredge

Name Neha Saini Email andrew.dredge@bray.com
Email neha.saini@bhp.com Phone +61 400 407076
Phone (088) 405-2246
Prepared By Michael Truong
Email michael.truong@bray.com
Phone +61 3 8541 2555 x2519
Quote Ref MC22058 - CCD Splitter Box SDPS - Knife gate valve

- Valves offered are to OD Engineering Standard ODE0000-S-0043_189 & ODE0000-S-0043_057

- Bray Vendor Number 30132588

- Includes delivery to:

Attn: Gary Treloar (Direct Phone: + 61 438 371 769)
Adelaide Distribution Centre,
Lot 52 Berth 25 Ocean Steamers Road
PORT ADELAIDE SA 5015
delivery note: Site delivery point - ODAP yard (Olympic Dam Asset Projects)

Terms and Conditions

reference standard BHP OD PO terms and conditions (attached)
211118_SCNT001_BHP_Purchae_Order_termsandConditions.pdf

Line No Product Details Qty Unit Price Line Total Delivery

1 Part Number 9P0600-KGI251-HWL150 BHP tags: 4421MV0014 1 $4,265.00 $4,265.00 10 Week(s)
DN150 KGI PU 2507 Gate HW
150mm KGI Series Knife Gate Valve. Fig: KGI251-HWL150 (BHP
Spec: 189)
KGI Series Knife Gate Valves. Two Piece Lugged Body in Ductile
Iron, epoxy coated internally & externally. 2507 Super Duplex
Gate. One-piece Full body replaceable HP90 liner. One-piece
Replaceable HQ70 gate seal. Full flow, round port design.
Manually operated with a hand wheel. Valve is rated to 10 bar
and will suit ANSI #150 Flanges with UNC tapped chest holes and
through holes in the body. Locking device not included

BHP Spec: 189

2 Part Number KGI251-HWL150-EXT BHP tags: 4421MV9869 1 $6,725.00 $6,725.00 10 Week(s)

DN150 KGI PU 2507 Gate HW Extension
150mm KGI Series Knife Gate Valve. Fig: KGI251-HWL150 (BHP
Spec: 189)
KGI Series Knife Gate Valves. Two Piece Lugged Body in Ductile
Iron, epoxy coated internally & externally. 2507 Super Duplex
Gate. One-piece Full body replaceable HP90 liner. One-piece
Replaceable HQ70 gate seal. Full flow, round port design.
Manually operated with a hand wheel. Valve is rated to 10 bar
and will suit ANSI #150 Flanges with UNC tapped chest holes and
through holes in the body. Locking device not included

“With self-supported handwheel extension (dimension from

centerline to outer face of handwheel extended to 1033mm,
instead of 598mm as shown on drawing number KGIXX1-
HWL150_A).”

Bray Sales South Australia

Quote Validity Expiration: 23/03/2023 1
 Bray Sales South Australia Quote QQ-2427285-02
Date 21/02/2023
a division of Bray Controls Pacific Pty Ltd
ABN 82 062 475 423

3 Part Number 9P-37050V7ACUC30ACN BHP tags: 4421MV0009 1 $1,190.00 $1,190.00 2 Week(s)

DN50 DIAP VLV 150RF CI
50mm KDV ST Vlv CI Bod EN558-1 S7 Polyurethane LND #150RF
Butyl Rub (Gr30) RHW
CI BNT Assy

BHP Spec 57

Total Price: ( AUD ) $12,180.00

GST, if applicable, not included

Terms Terms and Conditions

reference standard BHP OD PO terms and conditions (attached)
211118_SCNT001_BHP_Purchae_Order_termsandConditions.pdf

Payment Terms Net 60 Days

Terms Notes GST, if applicable, not included
Payment Terms: 30 DAYS EOM

** To assist sales order entry, please include QQ-XXXXXXX-XX on your purchase order **

All deliveries subject to terms of confirmed order.

Buyer is solely responsible for knowing its application requirements and specifications and the
suitability of the products therefor (including material compatibility and pressure and temperature
limits). Information about the products, including the technical specifications for them, can be found in
the corresponding manual for each available at https://www.bray.com/resources/documents/manuals-
guides?page=1. Please contact productspecs@bray.com with any questions.
This Quotation is an offer to sell, only valid based on the specification and materials described herein,
and is expressly conditioned on the Bray International, Inc. Standard Terms and Conditions of Sale,
incorporated herein and available at https://www.bray.com/sales-terms-andconditions. Bray objects to
any different or additional terms.

ABN 82 062 475 423

All deliveries subject to prior sales This Quotation is an offer to sell, only valid based on the specification
and materials described herein,
and is expressly conditioned on the Bray International, Inc. Standard Terms and Conditions of Sale,
incorporated herein and available at
https://www.bray.com/sales-terms-and-conditions. Bray objects to any different or additional terms.

Bray Sales South Australia

Quote Validity Expiration: 23/03/2023 2
1. APPLICABILITY AND ACCEPTANCE. These General Terms and 5. TITLE AND RISK OF LOSS. Title and Risk of Loss shall pass when the
Conditions of Sale (“Terms”) are the only terms which govern the sale of Products are delivered. Seller shall retain a security interest in the products
products (“Products”) by Bray Pacific Pty. Ltd, a subsidiary of Bray and their proceeds until paid in full.
International, Inc., and all its branches and divisions (“Seller”) to a Buyer 5.1 INSURANCE. Buyer agrees to maintain appropriate insurance coverage
(“Buyer”). No other action by Seller (including fulfilment of Buyer’s order) to cover its risks under this Agreement.
shall be construed as acceptance of any other terms or conditions. These 5.2 SECURITY INTEREST. Buyer acknowledges this Contract constitutes a
Terms, together with a valid quotation, contain the entire Agreement security agreement for the purposes of the Personal Properties Security Act
associated with this transaction. Buyer may accept a quotation by issuing a 2009 (PPSA) and must whenever requested by Seller sign all documents and
purchase order or other writing expressing its intention to be bound, or in any do all acts and things requested by Seller to register Seller’s interest on the
other manner acceptable to Seller. Any terms, conditions, or writing within Personal Property Securities Register and such other register as Seller
such a purchase order, order acknowledgment, invoice, or confirmation, shall requires under the PPSA and shall not create of cause to be created a
be for Buyer's internal purposes only, and the terms, conditions, or writing security interest over or in respect of its rights in the Goods, other than the
contained therein shall have no force or effect. References to “Bray factory” security interest arising under this Contract. Buyer agrees to irrevocably
are to the applicable Bray national or regional headquarters of Bray Controls waive any rights it may have to receive a verification statement as defined in
Pacific Pty Ltd. Purchase orders having any language or statements which the PPSA.
modify, make additions to, contradict, or are in any way inconsistent with the
terms and conditions stated herein, will only be accepted and binding upon 6. INSPECTION AND REJECTION OF NONCONFORMING PRODUCTS.
Bray if specifically approved by officers of Bray in writing. Orders are not Buyer shall inspect the Products within ten (10) days of receipt to the “ship
considered accepted, and thus a contract, until received and acknowledged to” location (“Inspection Period”). If Products do not materially comply with
in writing by Bray’s Manufacturing Plant in Australia. Verbal orders will not be the Purchase Order’s requirements, Buyer may reject the nonconforming
considered a firm order. products at any time during the Inspection Period. Failure to reject
nonconforming products within the Inspection Period an in accordance with
2. PRICE. All Prices and applicable discounts are subject to change without section 6.1 below will be deemed acceptance.
notice, however, Buyer’s order for the Products shall be invoiced at the prices 6.1 NONCONFORMING PRODUCTS. In the event Buyer finds any
indicated in the Purchase Order and in accordance with these Terms. Any nonconforming Products, Buyer shall send written notice to Seller no later
order that is delayed for delivery at Buyer’s request or is otherwise scheduled than the last day of the Inspection Period. Seller shall, in its sole discretion:
to be made in excess of one hundred twenty (120) days from the order date (a) replace the nonconforming Products with conforming Products without
will be invoiced at published list prices and discounts effective at the time of additional expense to Buyer, or (b) credit or refund the Price for the
shipment unless otherwise specifically agreed at the time of Seller’s order nonconforming Products together with any reasonable shipping and handling
acceptance. expenses incurred by Buyer in connection therewith. Buyer shall ship, at its
2.1 QUOTATIONS. Unless specifically stated otherwise in the quotation, expense and risk of loss, the nonconforming Products to the Bray factory or
quotations are for immediate acceptance. All Prices are quoted ExWorks such other place Seller shall designate. Seller shall credit Buyers’ expenses
(EXW) (Incoterms ® 2010) Bray factory or such other place Seller shall for shipment once Seller confirms the non-conformance. To the maximum
designate on the Quotation. extent permitted by law, Buyer acknowledges and agrees that the remedies
2.2 SHIPPING FEES. Prices are exclusive of shipping fees, loading, and set forth herein are Buyer’s exclusive remedies for the delivery of
unloading costs. There may be only one destination per order. Nonconforming Products.
2.3 TAXES AND DUTIES. Prices are exclusive of any goods and services, 6.2 LIMITATION. Buyer may not reject a Product based on tests which Seller
sales, use and excise taxes, and any other similar taxes, duties, fees and does not conduct.
charges of any kind imposed by any governmental authority on any amounts
payable by Buyer. Buyer shall be responsible for payment of any applicable 7. CHANGES. Buyer shall promptly notify Seller in writing of any change to
taxes or duties that may be levied by relevant government authorities, and if the Purchase Order Buyer reasonably determines are necessary. Seller
payable or paid by Seller, then added to the Price. may accept the change order at its own discretion. If Seller accepts the
2.4 REMOVAL, INSTALLATION, AND SERVICE CALLS. Prices are change order, then Seller will promptly notify Buyer of the impact the
exclusive of extraneous expenses and costs, including shipping, travel, requested change will have on (a) the Purchase Order’s price; (b) the time
removal and installation costs, service call costs, which shall be invoiced to for performance; and (c) any other terms or conditions of this Agreement.
Buyer. 7.1 CANCELLATIONS AND RETURNS. Buyer may not cancel accepted
purchase order without Seller’s prior written approval which may be granted
3. PAYMENT. Unless otherwise agreed, payments for domestic Buyers at Seller’s discretion. Any orders Seller holds for more than sixty (60) days
(including New Zealand) are due net thirty (30) days from date of invoice. All shall be treated as a cancelled and the Products deemed returned and
invoices for international Buyers will require confirmed, irrevocable Letters of subject to section 7.2 below.
Credit due upon delivery to freight forwarder at its Australian port for 7.2 MODIFICATIONS AND CANCELLATION FEES. Seller will not accept
shipment, unless otherwise agreed by Seller. changes or cancellations of Products, whether standard, non-standard or
3.1 LATE PAYMENTS. Late payments shall bear interest from the due date special, without full reimbursement of all related expenses incurred to date.
of payment at a monthly rate equal to one and three-quarter percent (1.75%) Any changes or cancellations of Projects will be subject to appropriate
per month service charge or the maximum annual rate allowed under changes in discounts, freight costs and other charges to Buyer. Any credit
applicable law. In the event Buyer is late on payments or Seller has will be subject to shipping, restocking and reconditioning fees.
reasonable cause to believe Buyer is unable to pay, Seller may (a) stop all
Work under this Agreement until Seller receives either payment or 8. WARRANTY. In addition to any warranties or guarantees implied by
satisfactory assurances of payment; (b) demand prepayment for purchase law that cannot be excluded, Seller warrants to Buyer that for a period
orders; or (c) delay shipments. ending as of the earlier of twelve (12) months from the installation date or
3.2 NO SET-OFF. Buyer shall not withhold or delay payment of any amounts eighteen (18) months from the shipment date (as applicable, the “Warranty
due and payable by reason of set-off of any claim, counterclaim, abatement, Period”), Products manufactured by Seller will be free from defects in
delay of customer payment, or dispute with Seller, whether relating to Seller’s materials and workmanship when used for the purposes for which they
breach, bankruptcy or otherwise. were designed and manufactured.
8.1 LIMITED WARRANTY. Seller does not warrant the Products: (i) against
4. DELIVERY. Products delivered under the contract shall be delivered chemical or stress corrosion; (ii) against any other failure other than from
pursuant to the Quotation’s International Commercial Term (Incoterms ® defects in materials or workmanship; (iii) from any defective third party
2010). In no event shall Seller insure shipment beyond the delivery point. products contained in, incorporated into, attached to or packaged together
Products not picked up in accordance with the agreed upon shipment dates, with the Products; (iv) any defect when the Product is altered, modified, or
shall be treated as cancelled. repaired without Seller’s prior written approval; and (v) any defect caused
4.1 NO DAMAGES FOR DELAY. In no event shall Buyer be entitled to by Buyer’s failure to follow Seller’s oral or written instructions as to storage,
monetary compensation for any delay unless otherwise expressly agreed to installation, commissioning, use or maintenance of the Products. Further,
in writing by the Parties. Buyer hereby waives and releases Seller from any Seller shall not be liable for a breach of the warranty if Buyer makes any
and all loss, cost, expense, or damages arising out of any delays. further use of such Products after giving notice described in section 8.2
below.
8.2 WARRANTY CLAIM. Seller shall not be liable for a breach of the
warranty set forth herein unless: (i) Buyer gives written notice to Seller of
the defect during the Warranty Period and, in any event, within fourteen power or privilege arising from these Terms operates or may be construed
(14) days of the time when Buyer discovers or should have reasonably as a waiver thereof. No single or partial exercise of any right, remedy, power
discovered the defect; (ii) Seller is given a reasonable opportunity after or privilege hereunder precludes any other or further exercise thereof or the
receiving the notice to examine such Products, and Buyer (if requested to exercise of any other right, remedy, power or privilege.
do so by Seller) returns such Products to Bray’s factory or such other place
Seller shall designate for the examination to take place; and (iii) Seller 13. RELATIONSHIP OF THE PARTIES. The legal relationship between the
reasonably verifies Buyer’s claim that the Products are defective. Buyer parties shall be that of buyer and seller, i.e., independent contractors, and
shall return (freight prepaid) the defective Product to Bray at Bray’s factory shall not be understood so that either party is deemed a partner or an agent
or such other place that Seller shall designate no later than ninety (90) days of the other party, nor will it confer upon either party the right or power to bind
from Buyer’s initial written notice of defect to Seller. Upon Seller’s the other party in any contract or to the performance of any obligations as to
confirmation of Products in breach of the warranty provided herein, Seller any third party. These Terms and the Agreement are for the sole benefit of
shall credit Buyer’s expense for shipment against Buyer’s payment the Seller and Buyer and their respective successors and permitted assigns,
obligations to Seller and, if Seller exercises its option to replace such and nothing herein, express or implied, is intended to or shall confer upon
defective Products, Seller shall ship to Buyer the replaced Products and the any other person or entity any legal or equitable right, benefit or remedy of
terms set herein shall apply for such replaced Products, except that Seller any nature whatsoever under or by reason of these Terms.
shall be responsible for the shipment’s costs and expenses. Seller shall, in
its sole discretion, either: (i) repair or replace such Products (or the 14. GOVERNING LAW .This Agreement is governed by the laws of Victoria
defective part) or (ii) credit or refund the price of such Products at the pro and both parties submit to the exclusive jurisdiction of the courts of that state.
rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s
expense, return such Products to Seller. If Seller determines Buyer claim is 15. DISPUTES. Any dispute, controversy or claim arising out of or relating to
not covered by this Warranty, Buyer shall bear all costs associated with this Agreement or the breach, termination or invalidity of this Agreement shall
Seller’s service and shall indemnify Seller for any verified cost, loss, claims, be settled by arbitration in accordance with the UNCITRAL Arbitration Rules
and expenses Seller incurs as a result of, arising out of, or incurred in currently in force. The appointing authority shall be the Australian Centre for
connection with the Service Call. To the maximum extent permitted by law, International Commercial Arbitration. The number of arbitrators shall be one.
the express warranty set forth in these Terms is exclusive and in lieu of any The place of arbitration shall be Braeside, Victoria. The language to be used
and all other warranties, express or implied. TO THE MAXIMUM EXTENT in the arbitral proceedings shall be English.
ALLOWED UNDER APPLICABLE LAW, THE REMEDIES SET HEREIN
SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND 16. SURVIVAL. The provisions of these Terms and Conditions, which by
SELLER’S SOLE AND ENTIRE LIABILITY FOR ANY BREACH OF nature are intended to survive termination, cancellation, completion or
WARRANTY. OTHER THAN AS SPECIFICALLY REQUIRED BY LAW, expiration of the Agreement (No Set-Off; No Damages for Delay; Warranty;
NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A Limitation of Liability; Intellectual Property Rights; Governing Law; Disputes;
PARTICULAR PURPOSE IS INTENDED OR GIVEN. WHERE A Severability) shall continue as valid and enforceable obligations of the
WARRANTY OR GUARANTEE IMPLIED BY LAW CANNOT BE parties, nothwistanding any such termination, cancellation, completion or
EXCLUDED, THE LIABILITY OF THE SELLER IS LIMITED TO THE expiration.
REPLACEMENT OR REPAIR OF THE PRODUCT.
17. SEVERABILITY. If any term is invalid or unenforceable under any
9. INTELLECTUAL PROPERTY RIGHTS. All copyrights, patents, statute, regulation, ordinance, executive order, or other rule of law, the term
trademarks, trade secrets, know-how and other intellectual property or will be deemed reformed or deleted as the case may be, but only to the extent
proprietary rights pursuant to the laws of any jurisdiction worldwide (“IP necessary to comply with applicable law. The remaining provisions of these
Rights”) associated with or relating to the Products shall belong solely and Terms and Conditions will remain in full force and effect.
exclusively to Seller. Seller will retain all IP Rights used to create, embodied
in, used in and otherwise relating to the Products and any of their component 18. LIMITATION OF LIABILITY. To the maximum extent allowed under
parts, and Buyer shall not acquire any ownership interest in any of Seller’s IP applicable law, Seller shall not be liable for costs of procurement of
Rights. Buyer shall use Seller’s IP Rights only in accordance with these substitute goods, consequential, indirect, incidental, special or
Terms and any instructions of Seller. No license, either express or implied, exemplary damages, lost profits or revenues arising out of a breach of
is granted in any IP Rights of Seller. If Buyer acquires any IP Rights in or these Terms, whether or not Seller could have reasonably foreseen the
relating to any Product by operation of law or otherwise, such rights are possibility of such damages and irrespective of whether such losses
deemed and are hereby irrevocably assigned to Seller without further action. are considered to be indirect or direct losses and includes indirect or
Buyer shall, at Seller’s expense, execute such documents and do such things consequential (as that concept is known in the second limb of the
as are necessary to enable Seller to protect its IP Rights. decision in Hadley v. Baxendale) loss and regardless of the legal or
equitable theory (Contract, tort or otherwise) upon which the claim is
10. CONFIDENTIALITY. Except as required by law or as necessary to carry based. Moreover, to the maximum extent allowed under applicable law,
out this Agreement, Seller shall not disclose to any person any business on no event shall Seller’s aggregate liability under these Terms exceed
financial, or commercial information, including pricing, technical data and the total of the amounts paid under the applicable purchase order.
information, with respect to this Agreement.
19. PRECEDENCE. In the event of any inconsistent provisions in this
11. COMPLIANCE WITH LAWS. Buyer agrees to abide by all federal, state, Agreement, these Terms shall take precedence, followed by the Quotation’s
and local laws, ordinances and regulations, licenses, permissions, terms, and then by the Purchase Order’s terms, any Schedules, addenda,
authorizations, consents and permits that it needs to carry out its obligations and Specifications.
under the Agreement.
20. CLERICAL ERRORS. Seller reserves the right to correct all stenographic
Anti-Bribery and FCPA Compliance. Buyer agrees at all times to comply or clerical errors or omissions in any documents (whether Quotations,
with all applicable laws, statutes and codes relating to anti bribery and invoices or other documents).
improper payment including but not limited to Criminal Code Act 1995 (CT)
(Australia), the Foreign Corrupt Practices Act 1977 (United States), and the
Bribery Act 2010 (United Kingdom) ('Relevant Requirements'). In addition,
where applicable Buyer agrees to comply with a

Import and Export. The Parties have and shall maintain in effect all the
licenses, permissions, authorizations, consents and permits needed to carry
out their obligations under the Order. The Parties shall comply with all export
and import laws of all countries involved in the sale and transportation of
Goods under this Order.

12. WAIVER. No waiver by Seller of any of the provisions of these Terms or

the Agreement is effective unless explicitly set forth in writing and signed by
Seller. No failure to exercise, or delay in exercising, any rights, remedy,