General Terms And Conditions Of Purchase

All Purchase Orders are subject to the following conditions.

1. Vendor

Means the Supplier who provides the Goods detailed on the Purchase Order from the Buyer. For the purposes of this Agreement, the Vendor will be referred to as the SUPPLIER;

2. Goods

Means the goods or services supplied by the Supplier to Company under this Agreement, as described in the Purchase Order;

3. Liabilities

Means claims, costs, expenses, losses, damages or other liabilities of any kind;

4. Services

Means the services provided by the Supplier to the Company under this Agreement, as described in the Purchase Order;

5. Supply

Means the supply of Goods, and any ancillary services, by the Supplier under and in accordance with this Agreement; and

6. Delivery Point

means the delivery point (‘Ship To’) address set out in the Purchase Order.

Agreement

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:

Purchase Order;
These Purchase Order Terms & Conditions; and
Any other attachments to this Purchase Order.

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.

Standard Of Goods

13. The Supplier must ensure that the Goods:

Are new, unencumbered, of merchantable quality and free from defects;
Meet the description and specifications set out in the Purchase Order and offer documents;
Are suitably packed, marked and transported; and
Any services supplied in connection with the goods are fit for the purpose for which they are required.

Payment For Supply Of 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.

Delivery

17. Delivery Point:

The Supplier will deliver the Goods to the Company at the Delivery Point (‘Ship To’) address.
The Goods delivered to each Delivery Point (‘Ship To’) address must be delivered in good condition and without damage caused by delivery. The Supplier will replace any damaged Goods at no additional cost to the Company.

18. Delivery Documentation

The Supplier will provide detailed delivery dockets with every delivery, in duplicate. One delivery docket is to be packed with the Goods, the other is to be enclosed and attached to the outside of the consignment. Each delivery docket must contain as a minimum, the Company’s Purchase Order number, description and quantity of Goods, and details of any items on back order.

19. Cooperation with Other Suppliers

The Supplier must cooperate with and not unreasonably interfere with the work or deliveries by other suppliers and the Company’s personnel at the site.

Directions In Respect Of Supply

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.

Warranties

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.

Insurances

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.

Compliance With Legislation

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.

Indemnity

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.

Termination

28. The Buyer may terminate this agreement:

If the Supplier becomes bankrupt, insolvent or commits a substantial breach of this Agreement in a manner that is not capable of remedy immediately; or
The Supplier commits a breach capable of remedy and does not remedy the breach within 7 days of giving notice requiring it to do so from the Buyer; or
Without cause, by giving written notice to the Supplier, in which case the Supplier shall stop supplying the goods or services under the agreement and take steps to mitigate losses and the Buyer shall reimburse the Supplier its unavoidable costs directly incurred as a result of termination provided that any such claim is supported by written evidence of the costs claimed and will be in total satisfaction of the liability of the Buyer to the Supplier in respect of this agreement and its termination.

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.

Relationship

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.

Confidential Information

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.

Environmental Management

33. The Supplier must:

Avoid unnecessary interference with or damage to native plants and animals or their habitats, and where the work could interfere with native plants or animals or their habitats, inform the Buyer’s representative immediately, and stop work until the Supplier has identified the work method proposed and the Buyer’s representative has consented to work resumption;
Where anything is unexpectedly discovered which the Supplier believes may be an Aboriginal relic or site, immediately stop all work that may damage that relic or site and contact the Buyer’s representative (Note that it is against the law to interfere with or damage Aboriginal relics or sites unless authorised in writing by the Buyer to do so); and
Not bring animals into a national park or other protected site, as it is an offence under the National Parks and Wildlife Act 1974 (the Act), where owners of animals will be subject to the law enforcement processes of the Act, including issue of infringement notices and immediate removal of the animal and animal handler/owner from the protected site.

Dispute Resolution

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.

General

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.

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