- The following words shall, where the context so permits, have the following meaning:
“Goods and Services” means all goods, chattels, plant, equipment, machinery, stores and the services.
“Purchaser” means Lifehouse and where the Order refers to instructions, directions, approvals by or contact with the Purchaser, means the person nominated by the Purchaser in this Order.
“Supplier” means the person, firm or corporation from whom the Goods and Services has been ordered “Order” means a Purchase Order, bearing an official order number, transmitted by the Purchaser to the Supplier
- The Order is the only form that will be recognised by the Purchaser as authority for charging Goods and Services to its account and supersedes all previous communications and negotiations. This Order, together with all attached documents, constitutes the entire contract. No terms stated by the Supplier in accepting or acknowledging this order shall be binding upon the Purchaser unless accepted in writing by the Purchaser. The Supplier may not assign this Order.
- The Purchaser may at any time, by notice in writing to the Supplier, order variations to the specification, quality, or quantity of the Goods and the time and place for delivery thereof. If such variation results in a change in the price to be paid to the Supplier, then the Purchaser will pay the reasonable change to the price provided that the Supplier obtains the prior written approval of the Purchaser to the variation.
- The conditions stated in this Order take precedence in the event of conflict with any terms of the Supplier’s proposal, and are not subject to change by reason of any written or verbal statements by the Supplier or by any terms stated in the Supplier’s acknowledgement unless they are accepted in writing by the Purchaser.
- The Supplier warrants that the Goods and Services shall conform to any applicable specifications, shall be new and of good merchantable quality, and fit for the known purpose for which it is sold. Goods and Services must be in accordance with recognised standards and Australian Standards. The Supplier also warrants that all workmanship will be carried out and performed in a proper and workmanlike manner. These warranties are in addition to any warranties or service guarantees stated in the Order.
- The Price for the Goods and Services is stated in the Order. It is the responsibility of the Supplier to ensure that prices quoted in this Order comply with conditions detailed within the Trade Practices Act 1974. Prices are not subject to escalation unless stated in the Order. No additional charges are allowed for boxing, crating, packing, carting, handling or small orders unless stated in the Order.
- The Supplier will supply the goods / services at the location identified on the Order. Risk of loss of goods remains with the Supplier and title will not pass to the Purchaser until the delivery is accepted by the Purchaser’s authorised personnel. Goods that are not in good condition, damaged in-transit or rejected as not conforming to the Order shall, at the Purchaser’s option be returned to the Supplier at the Supplier’s risk and expense and may not be replaced by the Supplier without authorisation from the Purchaser.
- It is the Supplier’s responsibility to ensure goods delivered shall be the amount ordered. Unless previously agreed, goods shall be “Free in Store”, i.e. at the Supplier’s expense. All goods shall be dispatched per the purchaser’s instruction on the Order. Any additional freight charge or excess cost occasioned by incorrect consignment will be the Supplier’s responsibility. Each package shall be marked with the Order number, Purchaser’s name and address and show the total number of packages included in the delivery. A tax invoice shall be enclosed with each purchase order.
- The Goods and Services must be delivered by the date and time specified in the Order. If at any time it becomes evident to the Supplier that supply or delivery of the Goods is likely to be delayed, the Supplier must inform the Purchaser including the reasons for the delay and measures taken to mitigate the delay to the extent practicable. The Purchaser may either cancel this Order by notice in writing or extend the delivery of the Order for the duration of the delay at its sole discretion.
- The Supplier must provide documentation confirming the compliance of the Goods and/or Services with the terms of the Order and for the use of the Goods and/or Services including operations and maintenance manuals, quality assurance documentation including testing and commissioning records, compliance certificates, drawings, layouts and any additional requirements specified in the Order.
- All Goods and Services are subject to Purchaser’s inspection. If any Goods and Services are found to be unsatisfactory, incorrect, defective or of inferior quality or workmanship or fails to meet the specifications or any other requirements of the Order, then the Purchaser may not accept delivery of or may return such Goods and Services at the Supplier’s expense. Acceptance of delivery or payment of the invoice shall not prevent rejection of materials found to be unsatisfactory. Upon return of any unsatisfactory or incorrect or defective Goods and Services, the Supplier shall reimburse the Purchaser for any amounts paid by Purchaser on account of the purchaser price or return Goods and Services, and any cost incurred by Purchaser in connection with the delivery or return of such Goods and Services.
- The Supplier will be liable in respect of, and indemnifies, and shall keep indemnified, the Purchaser and its officers, 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 as a result of:
- a) any unlawful, negligent, reckless or deliberately wrongful act or omission of the Supplier (or its employees, agents or subcontractors or their employees) in the processing of this Order; or
- b) any breach of this Agreement or the confidentiality deeds required by this Order
- c) The Supplier’s liability in respect of, and indemnity given in, shall be reduced proportionally to the extent that any unlawful, negligent, or deliberately wrongful act or omission of the Purchaser, its officers, employees or agents caused or contributed to the loss, and shall insure for any liability, loss or claim arising from its liability including workers’ compensation, public liability, property damage, products liability and professional Indemnity in the amounts specified in this Order and shall provide to the Purchaser evidence of that these insurances have been effected and are current if requested.
- The Purchaser’s preferred payment method is via Electronic Funds Transfer (EFT). The Supplier is to ensure a bank account is activated to accept payments from the Purchaser. Unless otherwise specified in the Order, the Purchaser shall pay the Supplier thirty (30) days after the month in which invoice was issued subject to receipt of the Supplier’s invoice, the claim for payment being in accordance with this Order, and the Goods and Services being received and accepted by the Purchaser having been provided to the required standard.
- An invoice shall be rendered with each consignment and forwarded in accordance with the Order. Invoices must display the Supplier ABN, the Order number, the name of the purchaser, delivery location, date of dispatch, description of item(s), item codes, unit of measures, quantity, unit prices, and total price.
- For any consignment comprising Goods supplied under more than one Order, a separate invoice shall be rendered in respect of each Order. Any invoicing discrepancies are to be rectified by Suppliers in a timely manner. Discrepancies resulting to overpayment shall be reimbursed. A discrepancy resulting in an underpayment is to be re-invoiced.
- In the event of a breach by the Supplier of any of the terms of this Order, including the Supplier’s warranties, the Purchaser may at its option, and without prejudice to any of its other rights, cancel any undelivered Goods and Services.
- In the event of force majeure (which for the purpose of this clause shall mean any event beyond the control of the Purchaser, including act of hostility, strikes or union action, lockouts and acts of God) the Purchaser shall not be liable to the Supplier for any failure or inability to perform its obligations and may either cancel this Order by notice in writing or extend the delivery of the Order for the duration of the force majeure event.
- The waiver or relaxation partly or wholly of any of these conditions or other terms of the Order shall be valid only if in writing and signed by the Purchaser and shall apply to a particular occasion and shall not be continuing unless expressed so to be and further shall not constitute a waiver or relaxation of any other condition or term.
- The Supplier shall ensure compliance with applicable health and safety standards, requirements, laws and regulations and shall ensure that the goods supplied are safe and without risk to health when properly used, assist in minimising the risks associated with manual handling, usage, storage and disposal of the goods, and provide all relevant safety information and instructions for correct use.
- The parties accept the laws of the State of New South Wales as the proper law of the contract and both parties hereby submit to the jurisdiction of the Courts of the State of New South Wales.