GENERAL TERMS AND CONDITIONS OF PURCHASE
1. The contents of this purchase order, including these conditions and any Special Conditions on this order shall constitute the entire agreement between the parties superseding all or any prior agreements. No provisions specified by the Supplier in any quotation or any prior agreement in any way changing, modifying or amending this order or any of these order conditions will be effective or binding upon Purchaser unless made in writing as part of this order.
2. Should any conditions of acceptance given by the Supplier relevant to the subject matter of this order vary or conflict with these order conditions, these conditions shall prevail.
3. This agreement shall not be assigned without Purchaser's consent in writing first obtained.
4. The cost of packing, crating and cartage of all deliveries shall be at the expense of the Supplier.
5. The Supplier shall match mark all components and include two (2) copies of the packing list with each consignment, one externally fixed to each package and protected in clear plastic and one internal to each package. Purchaser shall not be liable to the Supplier for any materials delivered contrary to the requirements of this order and may return such at the Supplier's sole expense.
6. The Supplier shall be responsible for all documentation required to effect consignment of the goods subject of this order, including but not limited to commercial invoices, certificates of origin, bills of lading, all to be provided at the times required to give effect to this order and in accordance with such laws and regulations then in force.
7. By supply pursuant to this order the Supplier represents and warrants that it has complied with all laws applicable to the goods, materials and/or services to be supplied and indemnifies Purchaser against any costs howsoever arising including without limitation legal costs and government charges in respect of a breach of any statute or of any contractual obligations by the Supplier.
8. All items to be supplied shall be subject to Purchaser's inspection at any reasonable time before and/or during manufacture and within a reasonable time after delivery. All items shall remain at the Supplier's risk pending Purchaser’s written acceptance.
9. The Supplier expressly warrants that all goods, materials, services and workmanship covered by this order will conform to the specifications, drawings, samples or other descriptions provided by Purchaser and the Supplier further warrants that it has made its own enquiries and satisfied itself as to the final use of the items to be supplied and that those supplied under this order will be fit for their intended purposes.
10. The Supplier guarantees that the workmanship and material of goods manufactured or items supplied by it shall be the best of their respective kind and agrees to replace or repair within a reasonable time without cost to Purchaser any item in which defective workmanship or material is found, provided notice of the defect is made within one (1) year from date of delivery. Where materials are furnished but not manufactured by the Supplier, the Supplier adopts all the manufacture’s liability.
11. By commencing supply under this order the Supplier undertakes and agrees to provide all the goods, materials and/or to perform all services described in the order or reasonably inferable by implication from the descriptions, plans, drawings, designs and specifications, all in accordance with the terms of this order.
12. All plans, drawings, designs and specifications supplied or arising in connection with this order shall remain the property of Purchaser and shall be regarded by the Supplier as strictly confidential, and shall not be disclosed to any third party or used by the Supplier except to fulfill the requirements of this order.
13. The Supplier shall be responsible for and shall protect, defend, save harmless and indemnify Purchaser from all losses, costs, expenses and suits, including without limitation those made or sustained in respect of property damage, infringements of copyright, trade mark or letters patent in the supply or subsequent use of the goods, materials or services supplied.
14. Except as authorized in writing by Purchaser, the Supplier will not vary the scope or type of goods, materials or services to be provided under this order and Purchaser's prior written consent to such variation shall be a condition precedent to any entitlement of the Supplier to be paid for such variations. Purchaser shall not be liable to the Supplier in contract or otherwise for any goods, materials or services deviating from those specified nor for rejected goods or materials, any of which may be returned at the Supplier's sole expense.
15. Time shall be of the essence with respect to delivery of the subject matter of this order and Purchaser reserves the right to return for full credit any items delivered later than stipulated times or dates at the sole expense of the Supplier. The Supplier hereby indemnifies Purchaser against all additional costs, loss or expense to which Purchaser may become liable as the result of delayed delivery by the Supplier.
16. If in the opinion of Purchaser delivery is delayed by the Supplier or if the Supplier at any time advises Purchaser of its inability to deliver by the due date the specified quantity or quality of any goods, materials or services, the same shall be deemed a fundamental breach of the conditions of this order by the Supplier and Purchaser, in addition to any other remedy, may by giving written notice addressed to the Supplier, terminate this order and Purchaser shall be entitled to recover any loss or damage sustained due to such termination or prior breach.
17. The signature of any employee or agent of Purchaser for receipt of delivery shall be deemed not to constitute acceptance and a reasonable time shall be allowed for unpacking, examination, counting and testing to establish order compliance. Pending acceptance, Purchaser shall be entitled to withhold any part payment otherwise due on delivery.
18. Failure of Purchaser to insist upon strict performance of any of the order conditions shall not constitute a waiver of any then current or future rights or remedies or a waiver of any right arising by a subsequent default of any order condition. Delivery or receiving of any goods, materials or services under this order shall be deemed not to constitute a waiver or extinguishment of any right arising from a prior failure by the Supplier to comply with any provision of this order.
19. These conditions shall be construed in accordance with the laws of Australia and the State or Territory in which the goods, materials or services are to be used.
20. Purchaser may set-off against any amount owing to the Supplier any amount Purchaser reasonably assesses as owing by the Supplier to Purchaser from wrongful or non- performance by the Supplier of its obligations under this order.