Purchase Order terms and conditions

TERMS AND CONDITIONS OF PURCHASE

Agreement
1. Subject to Clause 1.3, by commencing the supply of the Goods and/or Services, the Supplier irrevocably accepts that the Agreement will apply to the supply of the Goods and/or Services. No terms or conditions proposed by the Supplier apply to the supply of the Goods and/or Services (including without limitation, terms stated by the Supplier in accepting or acknowledging an Order). If the Supplier does not accept this Agreement after receipt of the Agreement, the Supplier must not commence work and must notify RACQ of its non-acceptance.
2. Subject to Clause 1.3, the following documents form the entire agreement between the parties in relation to the supply of the Goods and/or Services (Agreement):
  1. The Order (including any special conditions);
  2. These terms and conditions; and
  3. Other Documents (as applicable).
3. If you have a written and signed agreement with RACQ or a Related Body Corporate of RACQ that applies to the purchase or supply of the Goods or Services the subject of the Order, that agreement, and not these terms and conditions, will apply and is incorporated by reference into the Order rather than these terms and conditions.
4. If there is an inconsistency, discrepancy or ambiguity between the documents listed in clause 1.2, it will be resolved by giving precedence to the document highest in the list unless otherwise agreed in writing between the parties.
Quality of Goods and Standard of Services
1. The Supplier must supply the Goods and/or Services to RACQ in accordance with the Agreement.
2. The Supplier must ensure that the Goods:
  1. Match the description and quantity in the Order and comply with any specifications or plans supplied by RACQ for the supply of the Goods;
  2. Are fit for the purpose for which goods of the same kind are commonly supplied and for any other purpose which RACQ makes known to the Supplier;
  3. Correspond with any sample which the Supplier provided to, or showed, RACQ prior to this Agreement;
  4. To be new, of merchantable quality and free from defects in materials and workmanship; and
  5. Be free from all liens, charges and encumbrances of any kind.
3. The Supplier must ensure that the Services:
  1. Match the description and quantity in the Order;
  2. Are fit for the purpose for which services of the same kind are commonly supplied and for any other purpose made known to the Supplier;
  3. Are provided in a thorough and professional manner in accordance with relevant professional principles and standards and to best commercial practice;
  4. Are completed with due care and skill, to the best of its knowledge and experience and in accordance with relevant Quality Assurance Standards.
4. Without limiting clauses 2.2 and 2.3, the Supplier acknowledges and agrees that:
  1. it will supply the Goods and Services expeditiously and without delay;
  2. it must at its own cost supply all labour, tools, equipment and materials necessary for the supply of the Goods and/or Services;
  3. minimum order requirements will not be applicable unless specified in an Order;
  4. if the product brands described in an Order cannot be supplied, alternative product brands must be approved by RACQ before they are acceptable;
  5. the Goods and/or Services will be performed by appropriately qualified and trained officers, employees or agents;
  6. it will comply with any laws, regulations, licences, permits, approvals or Australian Standards applicable to the Goods and/or Services; and
  7. it will obtain at its cost any requisite approvals, licenses or permits.
Delivery and Completion
1. The Supplier must deliver the Goods to the Site between the hours of 8.30am and 4.00pm by the Required Date, unless otherwise directed by RACQ in writing. Delivery will have occurred only when the Supplier has delivered the Goods to the Site and (unless otherwise specified in the Order) unloaded the Goods at the part of the Site designated by RACQ.
2. The Supplier must ensure that:
  1. the Goods are delivered with detailed delivery receipt detailing the Order number and description of contents and invoice, detailing item, quantity, Unit Price and Total Price;
  2. an employee of RACQ signs the Supplier’s delivery receipt upon delivery. The Supplier acknowledges that if the Goods are delivered and no signature has been obtained the Goods may be considered undelivered and in that case RACQ will not be responsible for such Goods;
  3. the Goods are supplied in one delivery unless otherwise agreed;
  4. the Goods are provided Free In Store unless otherwise specified in the Order;
  5. any item subject to shelf life control will be freshly manufactured and clearly identified on delivery with details of date of manufacture, shelf life conditions, requirements and shelf life period;
  6. in the case of food delivery, delivery is made in appropriately licensed registered and hygienic food transportation vehicles; and
  7. all Goods are packed and protected in a way to ensure that they are not damaged during delivery to and unloading and storage at the Site.
3. The Supplier must complete the Services by the Required Date.
4. Time is of the essence in the supply of the Goods and/or Services. If the Supplier fails to supply the Goods and/or Services by the Required Date, RACQ may:
  1. immediately cancel the whole or any part of an Order and the Supplier will not be entitled to any claim against RACQ;
  2. return the Goods to the Supplier at the Supplier's expense;
  3. seek damages as a result of the Supplier's late deliver; and/or (d) order the Goods from a third party and seek damages for any loss suffered by RACQ.
5. Where no Required Date is specified in an Order, the Supplier must notify RACQ in writing of the Required Date upon receipt of Order.
6. RACQ may direct the Supplier to supply the Goods and/or Services on a date earlier than the Required Date, and the Supplier must comply with that direction at no cost to RACQ, unless the Supplier can demonstrate that it is not possible to do so. If compliance with such a direction causes the Supplier to incur additional costs to that contemplated at the date of an Order, the Supplier will be paid its reasonable direct costs of complying with a direction under this clause.
Defective Goods and Services
1. If any Goods and/or Services do not comply with any requirements of the Agreement (“Defective”), the Supplier must do any of the following, at its cost, as determined by RACQ in its absolute discretion:
  1. re-take possession of the Defective Goods and refund the Price for the Defective Goods to RACQ;
  2. deliver replacements of the Defective Goods or re-perform the Defective Services; or
  3. repair the Defective Goods or remedy the Defective Services, and reimburse RACQ any damage it has suffered as a direct result of the supply of the Defective Goods and/or Services.
2. The rights under clause 4.1 are in addition to any other rights of RACQ under the Agreement, at law or in equity.
3. Unless otherwise stated in the Order, the Supplier warrants that for the period offered by the Supplier or a period of 12 months, whichever is longer, from the delivery of Goods or supply of the Services (“Warranty Period”), it will at its cost re-perform any Defective Services or repair or replace any Defective Goods. Such replacements or repairs must be carried out at the times notified by RACQ and so as to minimise any inconvenience to users of the Site.
4. The Supplier must do all things to ensure that RACQ has the benefit of any warranties given by any third parties in respect of the Goods and/or Services and must give RACQ all documentation relating to such warranties. Such third-party warranties are in addition to the warranties of the Supplier.
5. If the Supplier fails to take action as and when directed under clause 4.1, RACQ may, without further notice to the Supplier, engage another to replace or repair Defective Goods or re- perform Defective Services and all costs and damages suffered by RACQ in connection with the Supplier’s failure shall be a debt due and payable to RACQ.
Title and Risk
1. Risk in the Goods passes to RACQ on delivery to the Site in accordance with clause 3.1.
2. Title to the Goods passes to RACQ on payment or delivery (whichever occurs first) and the Supplier warrants that it is able to pass good title to the Goods to RACQ.
3. Where part payment for any Goods is made by RACQ, title to and property in the partly completed Goods, materials or parts to be used in the manufacture pass to RACQ. Risk of loss will remain with the Supplier.
Variation
1. The parties may agree in writing to amend, increase, decrease, omit or change the extent of the Services(“Variation”). No Variation will invalidate the Agreement, including a Variation which significantly increases or decreases the quantity of Services to be supplied.
Price
1. RACQ will, subject to the terms of this Agreement, pay the Supplier the Price specified in the Order. Unless otherwise specified in an Order, the Price is Free Into Store, fixed and inclusive of all costs relating to the supply of the Goods and/or Services in accordance with the terms of this Agreement, including insurance, transport, delivery charges, taxes, duties or other charges payable.
Invoicing and Payment
1. The Supplier may invoice RACQ upon the delivery of the Goods or completion of the Services. All invoices shall be addressed to RACQ, sent to the address in the Order and include the applicable Order number, a description of the Goods (including quantity) and/or Services, the Price payable for the Goods and/or Service and any other information reasonably required by RACQ.
2. RACQ will pay the amount on invoices issued by the Supplier under clause 8.1 within 30 days of the date of the invoice, except where RACQ disputes the invoice, in which case:
  1. RACQ will pay the undisputed part of the invoice (if any);
  2. If the resolution of the dispute determines that RACQ is to pay an amount to the Supplier, RACQ will pay that amount upon resolution of that dispute. The parties must act in good faith to resolve such dispute within 30 days of the dispute being raised.
3. RACQ may reduce any payment due to the Supplier under this Agreement by any amount for which the Supplier is or may be liable to RACQ, including costs, charges, damages and expenses provided that RACQ has first provided written notice and a description of the intended reduced payment to the Supplier.
GST
1. The consideration for a Supply made under or in connection with the Agreement does not include GST. If a Supply made under or in connection with the Agreement is a Taxable Supply, then at or before the time the consideration for the Supply is payable:
  1. the Recipient (RACQ) must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under the Agreement for that Supply); and
  2. the Supplier must give the Recipient (RACQ) a Tax Invoice for the Supply.
2. 9.2. If either party has the right under the Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with the Agreement, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).
Indemnity
1. The Supplier indemnifies RACQ and its officers, employees and agents from and against all liabilities, claims, actions, proceedings, costs, expenses, losses, damages and judgements (including costs and expenses incidental thereto) incurred in connection with:
  1. Any damage to or loss of real or personal property or personal injury, death or inconvenience to any person whomsoever arising from or in any way connected with any act or omission of the Supplier or its officers, employees or agent; or
  2. Any claim that the Goods and/or Services or their use in accordance with this Agreement infringes the rights (including any Intellectual Property Rights) of any third party, except to the extent caused or contributed by the acts or omissions of RACQ or its officers, employees or agents.
Liability
1. To the extent permitted by law, each party excludes liability to the other for any indirect or consequential loss or damage, loss of profit, loss of revenue, loss of opportunity or costs of finance, whether or not such liability arises in contract, tort (including negligence), equity or statute, or any other cause of action (or by way of indemnity).
Insurance
1. The Supplier must effect and maintain the insurance policies commonly associated with providing the Goods or Services set out below at its own cost and provide RACQ with evidence of such insurances whenever requested by RACQ:
  1. Public liability insurance for an amount no less than $10 million for each and every occurrence, from the date of this Order until the expiry of the Warranty Period;
  2. Worker’s compensation insurance as required by law;
  3. Third party comprehensive motor vehicle insurance from the date of this Order until expiry of the Warranty Period;
  4. Insurance for the full replacement value of the Goods;
  5. Professional indemnity insurance for not less than $10,000,000 from the date of this Order until seven years after the expiry of the Warranty Period.
Risks
1. Entry to the Site by the Supplier and the Supplier’s officers, employees and agents engaged to supply the Goods and/or Services is at their own risk.
2. To the extent permitted by law, RACQ will not be responsible for any loss of or damage to property or for any personal injury or death to persons while on the Site.
3. When accessing the Site, the Supplier must comply with all policies and procedures relating to the Site notified to the Supplier by RACQ and must use its best endeavours not to impede or interfere with other work in progress on RACQ premises.
Suspension and Termination
1. RACQ may suspend the supply of the Goods and/or Services or the performance of this Agreement for any reason by providing written notice to the Supplier. The Supplier is entitled to claim direct costs (excluding loss of profit and overheads) incurred because of the suspension which could not be reasonably mitigated and are substantiated. The Supplier will have no entitlement under this clause 14.1 if the Goods or Services are suspended as a result of a negligent or unlawful act or omission of the Supplier or a breach of this Agreement by the Supplier. RACQ may, on reasonable notice, direct the Supplier to resume the performance of the services.
2. RACQ may terminate this Agreement for convenience at any time by providing 30 days’ written notice to the Supplier at all times subject to clauses 7 and 8. RACQ must pay to the Supplier the direct costs (excluding loss of profit and overheads) that the Supplier incurs, and the Supplier cannot reasonably mitigate, because of RACQ’s termination under this clause 14.2.
3. Without limiting its rights at law, RACQ may terminate this Agreement or an Order in whole or in part with immediate effect in the event of any of the following:
  1. an Insolvency Event occurs in respect of the Supplier;
  2. the Supplier commits a material breach of the Agreement, and the breach is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so.
4. Without limiting its rights at law, the Supplier may terminate this Agreement or an Order in whole or in part with immediate effect in the event of any of the following:
  1. an Insolvency Event occurs in respect of RACQ;
  2. RACQ commits a material breach of the Agreement, and the breach is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so.
5. If RACQ terminates this Agreement under clause 14.3, the Supplier will be entitled to payment for the Goods and/or Services supplied to the date of termination and any direct costs that the Supplier incurs as a result of the termination which the Supplier cannot reasonably mitigate.
6. Termination of this Agreement will be without prejudice to the rights of any party arising prior to the date of termination.
RACQ's Property
1. All information and materials furnished by or on behalf of RACQ to the Supplier under this Agreement (“RACQ Property”) is the property of the RACQ and is only made available to the Supplier on the condition that:
  1. RACQ Property is used solely for the purposes of this Agreement; and
  2. if requested by RACQ, all RACQ Property (including copies) are immediately returned to RACQ.
2. The Supplier grants RACQ a non-exclusive, irrevocable, royalty free, transferable licence, including the right to sub-licence, to use any information and materials furnished by or on behalf of the Supplier in connection with this Agreement for the use and enjoyment of the Goods and/or Services, including any modification, repair or alteration of the Goods.
3. The Supplier warrants that:
  1. the supply of the Goods and/or Services by it; and
  2. the exercise of the rights granted in clause 15.2 by RACQ or any transferee through RACQ, will not infringe any patent, trademark, copyright or other intellectual property right.
Confidential Information and Privacy
1. Each party agrees (the Recipient) to keep confidential, and not to use or disclose, other than with the prior written consent of the other party (the Discloser), Confidential Information of the Discloser and immediately notify the Discloser if the Recipient becomes aware of any unauthorised use or disclosure of Confidential Information.
2. The Recipient may disclose Confidential Information to its professional advisers and any of its personnel who have a need to know the Confidential Information for the Recipient to be able to perform its obligations under this Agreement, provided that the Recipient agrees to keep the Confidential Information confidential.
3. Both parties must comply with the Privacy Laws, RACQ’s Privacy Statement and, in the case of the Supplier, the reasonable directions of RACQ in relation to Personal Information provided to the Supplier by RACQ, in handling of any Personal Information disclosed or accessed by that party in connection with this Agreement (regardless of whether or not a party is otherwise obliged to comply with the Privacy laws).
4. Without limiting a party’s obligations under clause 16.3, a party must:
  1. not use or disclose Personal Information other than for the purposes of performing its obligations under this Agreement, unless required or authorised by law; and
  2. immediately notify the other party if it becomes aware of a breach of any of this clause 16. 16.5. This clause 16 survives termination or expiry of this Agreement.
Modern Slavery
1. The Supplier must comply with its obligations under the Modern Slavery Act including taking actions in accordance with its own compliant policies, procedures, systems and frameworks to identify and address the risks of modern slavery in its operations and supply chains.
2. The Supplier will ensure its responses to RACQ’s Modern Slavery due diligence questionnaire and other enquiries are complete, accurate and provided in a timely manner.
3. The Supplier will notify RACQ in writing as soon as reasonably practicable after it becomes aware of, or has reasonable basis for suspecting:
  1. instances of Modern Slavery in its operations or supply chain related to the provision of the Goods or Services; and
  2. other instances of Modern Slavery in its operations and supply chain that may have a material and adverse impact on the RACQ; and Where such instances of Modern Slavery are related to the provision of the Goods or Services, within such reasonable timeframes as are agreed with RACQ, undertake at its own cost, remediation actions to address those instances of Modern Slavery and provide regular status updates to RACQ on the progress of such remediation actions. Any remediation action related to the provision of the Goods or Services must address Modern Slavery occurrences to the reasonable satisfaction of RACQ.
4. The Supplier must provide all reasonable assistance (including the provision of information and access to documents) that RACQ reasonable requires to enable it to comply with its obligations under the Modern Slavery Act.
5. The notification obligations in this clause are continuing obligations, separate and independent from the other obligations of the Supplier and survive the termination of this Agreement.
General
1. The Supplier must comply with all reasonable directions of RACQ related to the supply of the Goods and/or Services outlined in the Agreement.
2. The Supplier performs its obligations as an independent contractor and not as an employee, agent or partner of RACQ.
3. Where the Supplier comprises more than one person or entity, each of them will be jointly and severally liable for the full performance of the Supplier’s obligations under the Agreement.
4. Where any provision of the Agreement is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in the Agreement.
5. This Agreement shall be governed by and construed in accordance with the laws in force in the State of Queensland, except that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the supply of Goods by the Supplier.
6. The failure of a party to require full or partial performance of a provision of the Agreement does not affect the right of that party to require performance subsequently.
7. No obligation in the Agreement is waived unless it is waived in writing and signed by the parties. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
8. The Agreement may not be amended, altered, supplemented or cancelled without the prior written consent of RACQ.
9. The Supplier must not assign or subcontract its rights or obligations under this Agreement without RACQ's written consent.
10. The Agreement is not to be interpreted against the interests of RACQ merely because it proposed this Agreement or some provision in it or because it relies on a provision of this Agreement.
11. Each party agrees to not engage in conduct that (in the reasonable opinion of the other party) is prejudicial to the interests or operations of the other party.
Interpretation
1. In this Agreement unless the contrary intention appears:
2. In this Agreement:
  1. A reference to a party includes the party’s successors, permitted substitutes and permitted assigns;
  2. If a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  3. a reference to a document or agreement (including a reference to these Terms and Conditions) is to that document or agreement as amended, supplemented, varied or replaced;
  4. a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
  5. if any day on or by which a person must do something under these Terms and Conditions is not a business day, then the person must do it on or by the next business day; and
  6. a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity.

Purchase Order Terms & Conditions

TERMS AND CONDITIONS OF PURCHASE