7. This Agreement is formed when a Purchase Order has been issued to the Supplier in acceptance of a written quotation, tender, or offer to supply from the Company.
8. Supply of Goods/Services pursuant to a Purchase Order shall constitute acceptance of the terms of this Agreement.
9. This Agreement consists of the following documents, to the exclusion of all terms and conditions contained in any documentation provided by the Supplier:
10. The Supplier may not transfer this agreement without the prior written consent of the Buyer.
11. If there is any conflict or inconsistency between the documents constituting this Agreement, unless otherwise provided, the documents will rank in order of precedence in accordance with the order in which they are listed in clause9.
12. The laws of South Australia govern this agreement.
13. The Supplier must ensure that the Goods:
14. All prices quoted in a Purchase Order are fixed and inclusive of all taxes, including GST, insurance, freight and delivery costs, including costs associated with the return of goods wrongly supplied or defective goods.
15. The Supplier must deliver a Tax Invoice to the Buyer setting out the prices payable in respect of Goods delivered during the month.
16. Subject to correction of errors, the Company must pay to the Supplier the amount specified in each invoice within 30 days from the end of the month in which the Goods were delivered.
17. Delivery Point:
18. Delivery Documentation
19. Cooperation with Other Suppliers
20. The Company may give reasonable directions to the Supplier to deliver the Goods in a particular manner or at a particular time. The Supplier must make all reasonable efforts to comply with any such direction provided that the Supplier shall be fairly compensated in the event that it incurs significant additional cost or delay as a consequence.
21. Passing of Risk and Title: The Goods remain at the Supplier’s risk and title will not pass to the Company until the Goods are delivered to, inspected by, and accepted by, the Company at the relevant Delivery Point.
22. In relation to goods supplied under this agreement, the Supplier warrants that at the time ownership of the goods passes to the Buyer, they will be free from any charge or liability, the goods comply with all laws and applicable standards, are free from defects and fit for purpose and conform to the description of the goods purchased.
23. Where the goods have been procured from third parties, the Supplier agrees to do all things to assign to the Buyer the benefits of any warranties given by the third parties in addition to warranties offered by the Supplier under this agreement.
24. In relation to services supplied under this agreement, the Supplier warrants that the services do not infringe the intellectual property rights of any third party and agrees to indemnify the Buyer in the event that any third party makes a claim on the Buyer in relation to any infringement of intellectual property rights by the Supplier; the Supplier and all personnel engaged to supply the services will provide the services with due care and skill, and are appropriately qualified, competent and experienced and hold all necessary licences, permits and authorities.
25. The Supplier must hold appropriate insurance including workers compensation and public liability insurance (and where specified by the Buyer, product liability and professional indemnity insurance) to cover the risk for the goods/services supplied and provide documentary evidence thereof to the Buyer on demand.
26. The Supplier shall identify applicable legislation to the supply of the goods and services and comply with the requirements of all such applicable legislation.
27. The Supplier must indemnify and hold harmless the Company, its employees and agents against any claim, loss or expense (including a claim, loss or expense arising out of personal injury or death or damage to property) which any of them pays, suffers, incurs or is liable for (including legal costs on a solicitor client basis) arising out of any unlawful, negligent, reckless or deliberately wrongful act or omission of the Supplier in the performance of this Agreement or any breach of this Agreement.
28. The Buyer may terminate this agreement:
29. The Buyer shall not in any circumstances be liable for any consequential loss or loss of profits suffered by the Supplier as a result of the termination of this agreement by the Buyer.
30. The supply of goods/services pursuant to a Purchase Order does not create a relationship of partnership, employment, principal and agent, or of trustee and beneficiary.
31. Each party (Recipient) undertakes, except where required by legislation, that it shall treat all information of a confidential nature, including commercial and technical information held by the other party and obtained by the Recipient during or in relation to the Supply, as private and confidential.
32. Publicity: The Supplier must not disclose, distribute or otherwise communicate any media release, promotional material or publicity about or in relation to this agreement, their relationship or otherwise refer to the Buyer (including use of Buyer’s logo) without its prior written approval.
33. The Supplier must:
34. The parties acknowledge that it is their expectation that any dispute, difference or claim arising out of or relating to this Agreement (a “Dispute”) will be settled by discussion and negotiation between the parties. If a Dispute is not settled by negotiation within 60 days of a party receiving notice in writing of the Dispute, the Dispute must be submitted to binding arbitration in accordance with the Arbitration Rules of the Resolution Institute. The arbitration must take place using the submission of documents alone.
35. Time is of the essence in this Agreement, and the Supplier must comply strictly with the date indicated on the Purchase Order for delivery of the Goods.
36. This Agreement comprises the entire agreement of the parties and supersedes all prior agreements, negotiations and understandings between the parties, whether oral or written.
37. The Supplier may not assign this Agreement or any part of this Agreement without the prior written consent of the Company.
38. This Agreement is governed by and must be construed in accordance with the laws for the time being in force in the state or territory where the site is located. Each party submits to the exclusive jurisdiction of the courts of the state or territory where the site is located and any courts competent to hear appeals from any of those courts.
39. The parties agree to act in good faith and cooperate fully with each other in all dealings under this Agreement. This includes an undertaking by both parties to act reasonably, execute and deliver all documents, and to do all things properly and reasonably within their power that are necessary to give effect to the spirit and intent of this Agreement.