1. CONTRACT
This form, and purchase orders, bearing an order number, will be recognised by the Company as authority for charging merchandise and services to its account and supersedes all previous communications and negotiations. This form, and purchase orders together with documents attached hereto and incorporated herein by reference, constitute the entire terms of the contract for the supply of the Goods and Services. The Order may not be amended, altered, supplemented or cancelled without the prior written consent of the Company. No terms stated by the Supplier/Contractor in accepting or acknowledging the Order shall be binding upon the Company unless accepted in writing by the Company. The Supplier/Contractor’s acceptance of the Order or the delivery of any of the Goods and Services or commencement of performance of the Order shall constitute acceptance of the terms and conditions of the Order. The Supplier/Contractor may not assign or subcontract the Order without the Company’s prior written consent. No waiver of a breach of any provision of the Order shall constitute a waiver of any other breach of such provision or of any provision.
2. QUANTITY
The quantity of Goods and Services delivered shall not be greater than the amount specified in the Order unless an additional amount is first ordered in writing by the Company. The Company may return excess quantities to the Supplier/Contractor at the Supplier/Contractor’s sole risk and expense.
3. INSPECTION IN PROGRESS
The Supplier/Contractor agrees that the Company, or any designated agent of the Company, shall have the right of inspection of all Goods and Services to be supplied and work performed pursuant to the Order while in any stage of engineering, manufacture or installation at any workshop or premises which may or may not be in the control of the Company. The Supplier/Contractor shall make this a condition of any sub-contracted work. The Company, or any designated agent of the Company, and the Company Representative shall have the power to reject any Goods and Services supplied and work performed or being performed that does not conform to the Order, whereupon the Goods and Services rejected shall be resupplied at no additional cost to the Company. Any such inspection shall not relieve the Supplier/Contractor of any obligation contained in the Order.
4. PACKING AND MARKING
The Supplier/Contractor shall at its own cost properly pack and protect all Goods so as to ensure and permit safe transportation by road, rail, air or sea in accordance with the best practices. All packages and invoices shall be marked with the Company Order number. Two (2) copies of packing slips must be supplied clearly marked with the Company’s material (inventory) number, where applicable. One copy must be enclosed with the Goods and the other must be attached, in an envelope, to the outside of the package or crate of Goods.
5. DELIVERY AND TIME
The Supplier/Contractor shall make immediate delivery of the Goods to the Delivery Address unless otherwise specified by the Company. The Supplier/Contractor shall deliver the Goods and Services, in accordance with the Company’s instructions. Time is of the essence of the contract evidenced by the Order.
6. INSPECTION ON DELIVERY
All Goods and Services provided are subject to inspection by the Company or any designated agent of the Company within a reasonable time after arrival at the Site and/or completion of the works. If upon inspection any Goods and Services are found to be unsatisfactory, defective, of inferior quality or workmanship or fail to meet the specifications or any other requirements of the Order (including, without limitation, being equal in all respects to any samples or patterns supplied), the Company may by written notice reject such Goods, or require the Supplier/Contractor to resupply such Goods solely at the Supplier/Contractor’s cost, and the Goods shall remain at the Supplier/Contractor’s sole risk and expense. In the case of rejected Goods, the Supplier/Contractor shall immediately reimburse the Company for all amounts paid by the Company on account of the purchase price of returned Goods. In either case of rejection or resupply of the Goods, the Supplier shall be liable for all costs, expenses and losses directly resulting from the failure by the Supplier/Contractor to supply the Goods in accordance with the Order.
7. ENGINEERING DATA
The Supplier/Contractor shall furnish all engineering and other data in accordance with the Order and within the time stated and, without prejudice to any specific requirements set out in the Order shall supply to the Company all such engineering data, installation instructions, maintenance and operating manuals, spare parts lists and other information as necessary or reasonably required in connection with the installation, operation and maintenance of the Goods, in such time as not to delay the installation, operation or maintenance of the Goods.
8. PRICE
All prices stated in the Order are firm and not subject to escalation unless specifically so stated. Unless otherwise indicated, the price includes packaging and delivery to the Delivery Address. The price is to be expressed in Australian dollars.
9. INVOICES AND PAYMENT
Invoices must show the Order number, the Delivery Address and the name of the Site. In the event of any bona fide claim arising in favour of the Company against the Supplier/Contractor, for non-delivery, wrong delivery, damaged or faulty goods, poor workmanship or of any nature whatsoever, the Company shall be entitled to withhold payment by way of set off in respect of the claim until the claim is remedied in full by the Supplier/Contractor.
10. TAXES AND CHARGES
The Supplier/Contractor shall pay and discharge all taxes, charges and other imposts of whatsoever nature which may be imposed by law on the Supplier/Contractor arising from its performance of the Order.
11. CANCELLATION
Without prejudice to Condition 12, the Company may at its option at any time and without cause cancel the Order in relation to any undelivered Goods and Services. If the Order relates to any standard stock Goods, the Company shall be under no obligation whatsoever to the Supplier/Contractor in the event of such cancellation (except in relation to any Goods and Services delivered prior to cancellation, which the Company shall pay for). If the Order relates to any Goods manufactured or fabricated and Services provided to the Company’s specifications or specifications prepared by the Supplier/Contractor for the Company, upon receipt of notice of cancellation, the Supplier/Contractor shall cease manufacture, supply or work in accordance with and to the extent specified in the notice and shall immediately do everything possible to mitigate any cost incurred by it consequent upon such cancellation. In relation to such Goods and Services, provided that the Supplier/Contractor is not in default, the Company shall pay to the Supplier/Contractor in full and final satisfaction of its rights against the Company: (a) The cost incurred by the Supplier/Contractor in connection with fulfilling the Order prior to date of cancellation.
12. TERMINATION FOR DEFAULT
In the event of any breach by the Supplier/Contractor of the terms of this including any of the warranties herein contained, the Company may at its option, without prejudice to any other rights (including damages) that it may have as a result of such breach, cancel Order in relation to any undelivered Goods and Services and notwithstanding Condition 12 of the Order or any other provision hereof, shall be under no obligation to the Supplier/Contractor whether by way of damages or otherwise.
13. WARRANTY, TITLE, PATENTS, TRADEMARKS AND COPYRIGHTS
The Supplier/Contractor warrants that all Goods and Services supplied will conform to description, and any applicable specifications and standards, shall be of good merchantable quality and fit for the purpose for which they are supplied and that the Goods are free and clear of all liens and encumbrances and that the Supplier/Contractor has a good and marketable title to same. The Supplier/Contractor warrants that the sale or use of the Goods will not infringe or contribute to the infringement of any patent, trademark or copyright in Australia or any foreign country. The Supplier/Contractor indemnifies the Company against any loss or damage (including attorney’s fees and other costs of defending an action) arising from any breach of this warranty.
14. SERVICE WARRANTY
Without prejudice to Condition 13, the Supplier/Contractor warrants that the Goods and Services are subject to a manufacturer’s and/or works warranty and during the term of such warranty the Supplier/Contractor will, at its cost and without charge to the Company, repair or replace any defective parts in the Goods and make good on any defective works which become apparent under normal working conditions. The Supplier shall also be responsible for all associated costs including labour, travel, freight, removal, reinstallation and any other reasonable expenses incurred in remedying such defects.
15. PROPERTY AND RISK IN GOODS
Where any part payment for the Goods is made by the Company the title to and property in the partly completed or completed Goods and any materials and parts to be used in their manufacture and then on hand shall pass to the Company and the same shall be appropriately marked. Risk in the Goods shall pass on to the Company upon the Company’s acceptance that the Goods are compliant with the Order, or where Goods are to be installed by or on behalf of the Supplier/Contractor, on completion of installation.
16. ENTRY TO COMPANY’S PREMISES
If the Supplier/Contractor, its agents or employees enters upon any property of the Company for the purpose of performing any work, inspection or delivery, the Supplier/Contractor shall ascertain, and comply with, the company’s requirements relating to insurance matters, WH&S requirements and site conditions.
17. CONFIDENTIALITY
The terms of the Order shall remain confidential between the Company and the Supplier/Contractor and shall not be disclosed to third parties without prior written consent of the other party.
18. ANTI-SLAVERY AND HUMAN TRAFFICKING COMPLIANCE
The Supplier/Contractor shall comply with all applicable laws, statutes, regulations and codes relating to slavery, servitude, forced or compulsory labour, and human trafficking, including but not limited to the Modern Slavery Act (Cth) 2018 or any similar applicable legislation.The Supplier/Contractor warrants that:They have not been convicted of any offense involving slavery, human trafficking, or forced labour.They will not engage in any activity, practice, or conduct that would constitute an offense under the applicable anti-slavery laws.They will implement appropriate due diligence procedures to prevent any involvement in slavery or human trafficking within their supply chains. If the Supplier/Contractor becomes aware of any potential violation of anti-slavery laws within their supply chain or business, they must immediately notify the Company.
19. INFORMATION
The copyright in all drawings, specifications or other materials givento the Supplier/Contractor with the Order or with the tender documents is the property of the Company. Such information is made available to the Supplier/Contractor subject to the conditions that:(a) the Supplier/Contractor keeps such information confidential;(b) it is to be used only for the purposes of the Order;(c) all such information and copies thereof are to be returned to theCompany on completion of the Order and are not to be used for anyother purpose; and (d) in making such information available to the Supplier/Contractor on a confidential basis, the Company does so on the basis that it has an implied licence in law to do so for the purposes of any Order which is for the supply, installation or provision of Goods and Services required for the purposes of repair of original equipment which may have been supplied by parties other than the Supplier/Contractor and in which parties copyright in the said information may vest and the Supplier/Contractor is accordingly required to adhere strictly to the condition hereinbefore set out.
20. LIABILITY
The Supplier/Contractor indemnifies the Company against all claims, losses, damages, expenses or liabilities arising from the supply, defective Goods, negligent acts or omissions, or breach of these Terms by the Supplier/Contractor. Notwithstanding any other term of this Order, the parties acknowledge and agree the Company shall not be liable for any indirect or consequential loss, expense or damage.
21. APPLICABLE LAW
The Supplier/Contractor and the Company accept the laws of the State of Queensland, the State of New South Wales and any other States where applicable as the proper law of this Order and both submit to the exclusive jurisdiction of the courts of that State and the courts which hear appeals there from.
