CONDITIONS OF PURCHASE ORDER – GOODS AND SERVICES
1) Interpretation
In this Purchase Order capitalised terms on page 1 have the same meanings here and:
Documentation means any plans, drawings, specifications or other documents listed
on page 1 of the PO or supplied by the University to the Supplier;
Goods means the goods (including any instalment or part of them) described in this PO.
Insolvent – where a party ceases to carry on business or is, or states that it is, unable
to pay its debts as they fall due or is placed under official management or
administration or enters a scheme of arrangement or is made bankrupt or wound up.
Legislative Requirements include all:
i) Acts, Ordinances, regulations, by-laws, orders, awards, codes, standards and
proclamations; and
ii) certification, licenses, consents, permits, approvals, rules, procedures and
requirements of organisations or authorities having jurisdiction in connection with
the supply of the Goods and/or Services.
Loss means liability, loss, damages, fines, costs and/or expenses (including legal expenses
on an indemnity basis) awarded against, suffered or incurred by the University.
Person includes corporation or association.
Purchase Order or PO means the contract for supply of Goods and/or Services and
comprises in its entirety these terms and conditions, the Documentation, and any other
documents noted on, or appended to, the PO.
Services means the services described in this PO.
2) Basis of Purchase
a) These terms and conditions apply to the PO to the exclusion of any other terms and
conditions. Any acknowledgement, part performance or delivery following the issue
of a PO will constitute acceptance by the Supplier of the PO.
b) No variation to the PO is binding unless agreed in writing by the University.
3) Documentation
a) The quantity, quality and description of the Goods and/or Services must, unless
otherwise directed by the University, be as specified in the PO.
b) Any Documentation supplied by the University to the Supplier, or any Documentation
specifically produced by the Supplier for the University in connection with the PO,
together with all intellectual property rights in the Documentation, vests in and/or
remains with the University. The Supplier must not disclose or use any such
Documentation for any other purpose than the obligations under this PO.
c) If any shop or design drawings are required to be produced by the Supplier, these
must be given to the University in sufficient time to allow 14 days for approval
without causing any delay to delivery by the Delivery Date.
4) Delivery of Goods and Performance of Services
a) The Supplier must at all times comply with all Legislative Requirements.
b) The Goods must be delivered to the Delivery Address and/or the Services performed
by no later than the Due Date and between the hours of 9am and 5pm that day. The
Due Date may be extended by the University in its discretion. Goods must properly
packed, weatherproofed and secured and delivered in an undamaged condition.
c) The Supplier is responsible for unloading the Goods at the Delivery Address and
placing them safely in the location directed by the University.
d) A delivery note confirming Goods and quantities delivered, quoting the number of
the PO, must accompany each delivery of the Goods. Such note must be displayed
prominently and must be signed by a member of the University’s staff. Information
about operation and maintenance must be supplied at the time of delivery.
e) The University is entitled to reject any Goods and/or Services which are not in
accordance with the PO and is not deemed to have accepted any Goods or Services
until the University has had a reasonable time to inspect them following delivery or
in the case of Services, completion. If any defect in Goods and/or Services is not
reasonably apparent on a visual inspection, the University may reject Goods or
Services within a reasonable time after any latent defect in the Goods or Services
has become apparent.
f) If as a result of inspection or testing at any time, the University is not satisfied that
the Goods do or will comply in all respects with the PO, the Supplier must take such
steps as are necessary to ensure compliance either by replacing any Goods with
Goods that do comply and/or rectifying or performing Services again so that they do
comply and must provide the University with evidence that such steps have been
taken. Without prejudice to any other remedy if any Goods and/or Services are not
supplied or performed in accordance with the PO then the University is entitled:
i) to require the Supplier to repair the Goods or to supply replacement Goods in
accordance with the PO within the time required by the University: or
ii) at the University's sole option, and whether or not the University has previously
required the Supplier to repair the Goods or rectify the Services or to supply
any replacement Goods or Services, to treat the PO as discharged by the
Supplier’s breach and require the repayment of any part of the price which has
been paid along with any Loss.
g) If the Goods are not delivered or Services not performed on or before the Due Date
then, without prejudice to any other remedy, the University may elect to terminate
this PO immediately, without incurring any cancellation or other charges, and is
entitled to a full refund of any monies paid up to the date of termination, and to
recover from the Supplier any Loss in connection with such termination.
h) The Supplier may subcontract Goods and/or Services unless otherwise stated on
page 1 of this PO but remains responsible for the Goods and/or Services and is liable
to the University for any acts and omissions of any subcontractors.
5) Price of the Goods and/or Services
a) The price of the Goods and/or Services is as stated on page 1 of the PO and, unless
otherwise agreed, is fixed and inclusive of all costs and charges including of:
i) packing, shipping, carriage, storage, insurance, protection including personal
protective equipment, delivery, traffic management, unloading; and
ii) increased costs of labour or materials, site conditions and the condition of
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existing buildings or services at the University, dust and noise management,
exchange rate fluctuation and any office overheads, taxes, duties, imposts or
levies other than GST.
b) No increase to the price will be paid without the written consent of the University
having been obtained before the increase was incurred.
6) Terms of Payment
a) The Supplier may submit a valid tax invoice for the Price quoting the PO number and
the Supplier’s ABN at any time after delivery of the Goods in accordance with the PO.
An invoice for Services properly performed may be submitted on the 28th day of the
month for Services supplied in that month.
b) Subject to clause 6(c), the University must pay the price in accordance with the PO
within 30 days after the date on which a valid tax invoice was received by the
University or, if later, 30 days after acceptance of the applicable Goods by the
University. No payment will be made for Goods that have not yet been delivered to
the Delivery Address unless otherwise agreed by the University in advance of an
invoice being submitted.
c) The University is entitled to set off against the price any sums owed to the University
by the Supplier, including the amount or estimated amount of any defective or
incomplete Goods and Loss in connection with late supply of Goods and/or Services.
7) Risk and Property
a) Risk of damage to or loss of the Goods passes to the University upon delivery to and
safe placement at the University at the Delivery Address in accordance with the PO.
b) Property in the Goods passes to the University upon delivery to the University at the
Delivery Address, unless payment for the Goods is made prior to delivery, in which
case it passes to the University once payment has been made. However risk in the
Goods will remain the Supplier’s until safe delivery to and placement of compliant
Goods at the Delivery Address.
8) Warranties and Liability
a) The Supplier warrants to the University that the Goods will:
i) be new, complete, of satisfactory quality and fit for any purpose for which they
are required;
ii) be free from defects including in design, material and workmanship;
iii) correspond with the quantity and description of the Goods in this PO,
including any relevant Documentation or sample; and
iv) that the Services will be performed:
(A)
with due skill and care and in a good and workmanlike manner;
(B)
so that they are free from defects in design, material or workmanship
(C)
without causing damage or any disruption by noise dust or otherwise to
the property or operations of the University or to the environment and
leaving the work area clean and tidy;
(D)
safely and without causing any injury or death to any persons; and
(E)
in accordance with all directions and policies and procedures of, by or on
behalf of the University.
b) If noted on page 1 of the PO or in the Documentation the Goods must be supplied
with a minimum of 12 months’ warranty from the date of delivery or the completion
date of the project of which the Goods or Services form part whichever is later.
9) Insurance and indemnity
a) The Supplier must obtain public and product liability insurance in the amount stated
at page 1 of the PO or if no amount is stated, sufficient to cover its potential liabilities
in relation to this PO, and must ensure that, if applicable, they have their own
worker’s compensation insurance and further that any employees engaged in the
performance of the purchase order are registered with WorkCover SA or equivalent
body in the applicable state, territory or country. Further, the Supplier must insure
the safe carriage and delivery of the Goods to the Delivery Address.
b) The Supplier indemnifies and will keep indemnified the University against any Loss as
a result of or in connection with:
i) any claim that the Goods and/or Services infringe the patent, copyright, design
right trade mark or other intellectual property rights of any other person;
ii) any breach of the Conditions or act or omission of the Supplier or its employees,
agents or contractors in supplying the Goods and/or performing the Services;
and
iii) damage to property belonging to the University or a third party and/or the death
of or injury to any person, including any person employed by the University or
Supplier or the Supplier’s agents or contractors;
Provided always that the Supplier’s obligation to indemnify the University is reduced in
proportion to the extent to which the University or its employees, consultants or other
contractors caused or contributed to the Loss.
10) Termination
a) The University is entitled to terminate the PO in respect of all or part of the Goods
and/or the Services by giving notice to the Supplier at any time prior to delivery or
performance of that part, in which event the University's sole liability is to pay to the
Supplier the price for compliant Goods received by the University at the date of
cancellation and Goods manufactured pursuant to the PO which cannot be sold
elsewhere despite the best endeavours of the Supplier.
b) The University is entitled to terminate the PO without any liability to the Supplier by
giving notice to the Supplier at any time if the Supplier is Insolvent.
11) General
a) Nothing in this PO constitutes or gives rise to a relationship of employer and
employee, principal and agent or partnership between the University and the
Supplier. As an independent contractor, the Supplier has no entitlement to any
benefits, payments or entitlements including but not limited to annual leave,
personal leave or any other payments other than the price.
b) The PO is governed by the laws of South Australia and the parties submit to the
exclusive jurisdiction of the South Australian courts and, where applicable, the
CONDITIONS OF PURCHASE ORDER – GOODS AND SERVICES
Federal Court of Australia. The parties agree that prior to commencing any court
proceedings they will make genuine and good faith attempts to resolve any disputes
by executive negotiation and by mediation.
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