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Purchase Order Terms & Conditions |
- Supply
The goods and services described in the Purchase Order (respectively the Goods and Services) shall be supplied by the Supplier to the Buyer strictly in accordance with the terms and conditions set out in the Purchase Order and no alteration shall be made to these terms without the written authorization of the Buyer.
The terms Goods and Services shall be read and applied to either the Goods or the Services, or both, which are the subject of the purchase order, as may be required.
- Time of the Essence
The Supplier is to supply the Goods and Services by the date (or dates) specified in the Purchase Order. Should any change in delivery date (or dates) be proposed by the Supplier for whatever reason, immediate written notice shall be given to the buyer who may in its absolute discretion accept or reject the proposal.
- Suppliers Default
If the Supplier fails to comply with any condition contained in this Purchase Order, the Buyer may, at any time from then on and without affecting any of its rights:
- In relation to Goods:
- Refuse Goods delivered to or left at the delivery site which have not become its property in accordance with clause 4 of this purchase order: and/or
- Procure similar goods elsewhere, and
- In relation to Services:
- Refuse the services provided: and/or
- Procure similar services elsewhere and
The Supplier shall be liable for any additional costs incurred by the Buyer as a consequence of the Suppliers default.
- Property in the Goods
The property in the Goods delivered to or left at the delivery site nominated by the Buyer shall not pass from the Supplier to the Buyer and shall remain at the risk of the Supplier until the Buyer has:
- Expressly accepted the goods after inspection; or
- Installed the goods; or
- Paid for the goods,
whichever shall first occur. Any inspection carried out by the Buyer shall be without prejudice to any rights the Buyer may have in respect of a breach of the Suppliers warranties in accordance with clause 6 of the Purchase Order terms and conditions.
- Inspection and Return
Where, upon inspection by the Buyer, the Goods or Services are not acceptable to the Buyer, the Buyer may at the Suppliers expense:
- In relation to Goods:
- Return the Goods to the Supplier; and
- At its election, deduct from any money payable to the Supplier, under this Purchase Order or any other contract or agreement between the Buyer and the Supplier, the cost of returning the goods; and
- In relation to Services:
- Request the Supplier to rectify the Services so that they are acceptable to the Buyer; or
- Engage another Supplier for the purpose of completing the Services.
- Suppliers Warranties in Relation to Goods
The Supplier warrants to the Buyer that:
- the Goods delivered
- comply with the Buyers specifications and the description in the Purchase Order
- comply with all applicable Australian standards;
- comply with all applicable legislation
- comply with any warranties or guarantees contained ion the Purchase Order or ordinarily supplied by the Supplier and the manufacturer of the Goods;
- are free from liens, charges and encumbrances; and
- are of good merchantable quality and fit for purpose;
- is the legal and beneficial owner of the goods;
- has the necessary skills, resources and experience to supply the goods; and
- has all the intellectual property rights (including any patents, trade marks and copyright) necessary to supply the goods. Notwithstanding the above, any special warranty or service guarantee applicable to the Goods is not revoked or varied by this clause.
- Suppliers Warranties in Relation to Services
The Supplier warrants that:
- the Services shall:
- be of good, tradesman like quality or good merchantable quality that is acceptable to the Buyer;
- comply with all applicable Australian standards and legislation; and
- not cause unnecessary delays, inconveniences to the Buyer and unnecessary damage including the removal of other infrastructure;
- It is practicable to complete the services in the manner envisaged and in the time required;
- It has the necessary skills, resources and experience to supply the services;
- It has all intellectual property rights (including any patents, trade marks and copyright) necessary to supply the services; and
- The completed services shall remain free from all faults, defects and remain fit for service for a period of one year from the date of completion certificate unless otherwise specified by the Purchase Order.
- Indemnity
The Supplier indemnifies the Buyer, its successors, assigns, customers and users of the goods and services from and against all actions, suits, claims, demands and costs arising out of any or in any way connected with any breach of the Suppliers warranties as in Clauses 6 and 7.
- Further Liability of the Supplier
The Supplier is liable for and indemnifies the Buyer against any loss or damage caused to or suffered by the Buyer as a result of any act or omission by the Supplier, its agents, subcontractors and employees occurring on any property under the ownership or control of the Buyer.
- Price
The Price for the Goods and services is fixed unless otherwise specified in this purchase order or agreed in writing by the Buyer and Supplier. No prices listed on the Purchase Order are subject to escalation unless the Buyer expressly agrees in writing(signed by an authorized representative of the Buyer) to such escalation.
The price includes all taxes, levies, fees and GST which are payable in relation to the supply and delivery of the Goods and Services. The Supplier must pay any such taxes, levies fees and GST.
The supplier must deliver to the Buyer an invoice for the price of the Goods. The invoice must be in the form of a tax invoice and must state the Purchase order number on it. Failure to include the purchase order reference may cause the invoice to be rejected for payment.
All payments will be on account only and will not be an admission that the goods and services comply with the relevant purchase order.
- Use of Items and Information provided by the Buyer
All tools, patterns, materials, drawings, specifications and other data provided by the Buyer in connection with this Purchase Order:
- Remain the property of the Buyer
- Must be used solely for the purpose of supplying the Goods and Services;
- Must not be passed to or divulged to any third party except with the express consent of the buyer in writing; and
- Must be returned by the Supplier to the Buyer on delivery of the Goods or completion of the Services
- Bankruptcy of Supplier
If the Supplier:
- is a person or a partnership and becomes bankrupt or assigns his estate for the benefit of his creditors; or
- is a company, and the company:
- goes into liquidation (other than for amalgamation or reconstruction)
- has a Receiver or Voluntary Administrator or Provisional Liquidator appointed to its affairs; or
- Enters into a Deed of Arrangement or Composition with its Creditors
This purchase order shall be automatically cancelled and the buyer shall be under no liability for payment of any goods or services not then delivered to, completed or accepted by the Buyer, as the case may be.
- Entire Agreement
The Supplier acknowledges that this Purchase Order constitutes the entire agreement between the parties and that no prior or subsequent representations or agreements whether verbal or in writing by the buyer or the supplier or any employee or agent thereof shall bind the parties unless set out in or subsequently endorsed on this Purchase Order by the Buyer.
- Law
The contract constituted by this Purchas Order shall be construed according to the laws of the State of New South Wales and the parties accept the jurisdiction of Courts exercising jurisdiction in that State.
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