SEM Fire and Rescue Pty Ltd.
ABN 56 076 347 889
Purchasing Terms and Conditions
TERMS AND CONDITIONS OF ORDER
1. Application of Terms
This Order may only be accepted on the basis that the Vendor accepts the terms (such as descriptions, quantities, specifications, prices and delivery terms) set out in the body of this Order and the following General Terms and Conditions and any Special Conditions stipulated in the body of this Order. In the event of a conflict between the General Conditions and the Special Conditions, the Special Conditions will prevail. Commencement of the work relating to the manufacture or the supply of any part of the goods or the provision of any part of the services referred to in this Order by or on behalf of the Vendor will constitute an acceptance of this Order on the terms set out herein notwithstanding any different or additional terms contained in any acknowledgment, acceptance or other communication from the Vendor (unless specifically accepted in writing signed by an appropriate Senior Manager of the Purchaser).
The price(s) set out in this Order is/are fixed for the quantities specified in this Order. When a price is not shown on this Order, the Vendor shall advise the Purchaser in writing of the applicable price immediately on receipt of the Order and prior to commencement of manufacture or supply of the goods and/or provision of the services ordered and this Order will not be binding on the Purchaser until confirmed in writing by the Purchaser after receipt of the Vendor's written quotation.
3. Time for Delivery
Delivery must be effected within the time(s) stated in this Order. The Vendor shall deliver any goods the subject of this Order to the Purchaser's address printed on this Order or such other address as may be specified in the body of this Order. Delivery of such goods shall be Free Into Store at that address. The Purchaser will not be responsible for the payment of any packing, delivery or insurance costs other than as specified in this Order.
4. Quality Control
The Vendor must manufacture the goods (where the Vendor is the manufacturer) and/or supply the services in a proper and workmanlike manner. In addition the Vendor must (whether or not it is the manufacturer) only supply goods and services and only use in manufacture components which are of high quality, are fit and proper for their intended purpose and which comply with International standards. In addition where the Order requires goods to be manufactured and/or supplied to a nominated specification, sample, pattern or drawing, the Vendor must manufacture and/or supply only goods which are in compliance with that nominated specification sample, pattern or drawing. Nothing in these Conditions (including without limitation the Purchaser's powers under Clauses 5, 6 or 8) will derogate from the Vendor's obligations under this Clause.
5. Working Samples
If specified in this Order, the Vendor must submit working samples of the relevant goods for the Purchaser's approval before proceeding with manufacture or supply. If required to do so by the Purchaser, the Vendor must meet with the Purchaser to discuss any alterations to the goods that the Purchaser requires after having received the sample and this Order will not be binding on the Purchaser until confirmed in writing by the Purchaser after approval of the sample and any alterations.
6. Inspection of Manufacturing Facilities
The Purchaser reserves the right from time to time to inspect the Vendor's manufacturing facility on reasonable notice and to inspect any goods the subject of this Order whilst in the process of manufacture or fabrication and to reject them if they do not meet the required standards.
7. Packaging, Insurance and Freight
Unless otherwise specified in this Order, all goods must be sufficiently packaged to ensure their safe delivery to the Purchaser. The Purchaser will not be responsible for the payment of any packing, freight or insurance costs other than as specified in this Order.
8. Rejection of Supplies
The Purchaser reserves the right to reject any goods or services that do not meet the required standards. The Purchaser shall advise the Vendor of any rejection in writing. The Vendor must immediately collect from the Purchaser's premises any rejected goods at its own expense. If the Vendor fails to do so, then the Purchaser may at its option store them or return them to the Vendor (in either case at the Vendor's expense). The Purchaser shall not be responsible for any loss or damage to those goods whilst stored by the Purchaser or in the process of being returned to the Vendor.
9. Over Supply
If the Vendor delivers a greater quantity of goods than specified in this Order, the Vendor shall immediately upon being required to do so by the Purchaser collect the excess quantity from the Purchaser's premises. If the Vendor fails to do so then the Purchaser may (at its option) pay the Vendor at the rate agreed for the ordered quantities or alternatively return such goods to the Vendor at the Vendor's risk and expense. The Purchaser shall not be responsible for any loss or damage to those excess goods whilst stored by the Purchaser or in the process of being returned to the Vendor.
10. Passing of Property
The property in any goods provided pursuant to this Order will pass to the Purchaser on delivery to the Purchaser. However the risk in those goods shall remain with the Vendor until their acceptance by the Purchaser.
Acceptance of any goods or services by the Purchaser will not constitute a waiver by the Purchaser of any breach by the Vendor of any terms of this Order.
12. Accounts and Invoices
The prices stated in this Order or accepted by the Purchaser after receipt of the Vendor's written quotation constitute the full price for the goods and/or services ordered including (without limitation) all applicable duties and/or taxes (such as sales tax or goods and services tax) that are or may be payable in respect of those goods and/or services. Packing slips must accompany all deliveries. The Order Number printed on the reverse side of this Order must appear on all correspondence, packing notes, invoices and other documentation relating to the goods or services supplied pursuant to this Order. The Vendor must deliver invoices to the Purchaser within 7 days of delivery of the goods or supply of the services in question, and all invoiced amounts shall be stated in Australian dollars. Unless otherwise specified in this Order the Vendor's invoices will be payable 60 days after the date on which the invoice is actually received by the Purchaser. The Purchaser may deduct from any monies otherwise due or which may become due to the Vendor any debt or amount due or claimed to be due from the Vendor to the Purchaser (or a reasonable estimate of any damages payable by the Vendor to the Purchaser) in connection with this Order.
13. Intellectual Property
The Vendor warrants that the goods and/or services the subject of this Order, and their sale, offering for sale, possession or use by the Purchaser will not infringe any third party Intellectual Property right (including without limitation copyright or any rights in any Patent or Registered Design, or any EL Rights wherever situated). The Vendor shall indemnify the Purchaser and keep it indemnified from and against any action or claims by any party whatsoever alleging infringement of such Intellectual Property rights in respect of those goods and services.
The purchaser may give the Vendor access to, possession and/or use of certain information (such as manufacturing processes), documents (such as drawings and specifications) and/or other items (such as moulds and tooling) which are either confidential to the Purchaser, have been made using information which is confidential to the Purchaser and/or contain or represent intellectual property of the Purchaser (all of which information, documents and items however represented and whether or not constituting intellectual property as such are hereinafter referred to as the "Information"). In relation to all of the information:
(a) the Vendor acknowledges that the Information is the Purchaser's valuable property;
(b) the Vendor must:
(i) not reproduce, adapt or use any of the Information for any purpose other than to fulfil this Order;
(ii) not use any Information (or any copy or adaption of the Information) to produce any products or components or provide services for any person other than the Purchaser;
(iii) on demand return to the Purchaser the Information and all copies or adaptions of the Information (in any form) in the Vendor's possession, power, custody or control;
(c) the Vendor shall (and does hereby) assign to the Purchaser all of the Vendor's right, title and interest in and to any adaptions of or improvements to the
Information devised by the Vendor, so as to permit the Purchaser to have the full benefit thereof, and execute all such documents and do all such things (at the Purchaser's reasonable expense) to perfect such assignment if required by the Purchaser. This clause also applies to any Information which has previously been provided by the Purchaser to the Vendor in connection with any earlier Order or course of dealing.
15. Cancellation of Order
The Purchaser may by notice in writing to the Vendor cancel this Order in whole or in part without payment of compensation to the Vendor (but without prejudice to any of the Purchaser's rights under its agreement with the Vendor including for any breach of such agreement) if:
(a) the Vendor fails to deliver any goods or provide any services the subject of this Order within the time limit(s) specified in this Order;
(b) any goods or materials or any services provided pursuant to this Order are not in accordance with any specification, sample, drawing or approved sample, or any other requirement specified in this Order, or if in the Purchaser's reasonable opinion such goods or services are defective in any material way.
16. Breach of Order
The Vendor acknowledges and agrees that time is of the essence with regard to the Vendor's obligations and that any delay in the proper completion of this Order by the Vendor will cause the Purchaser loss and damage. If the Vendor fails to perform any of its obligations under this Order within the time limits specified in this Order, the Purchaser may (in addition to and without prejudice to any other remedy available to it under this Order or at law) deduct or recover from the Vendor as liquidated damages and not as a penalty the greater of:
(a) 1% or the total amount otherwise payable under this Order for every week's delay (or part thereof); or
(b) the sum specified as "liquidated damages" in this Order.
The Vendor indemnifies the Purchaser and agrees to keep the Purchaser indemnified from and against any loss, claim or damage (arising directly or indirectly) from a failure by the Vendor its servants or agents to comply with the Vendor's obligations hereunder in a proper and timely manner.
In this Order the Vendor is the person, firm, company or other entity to whom this Order is addressed and the Purchaser is SEM Fire and Rescue Pty. Ltd. ABN 56 076 347 889 ACN 076 347 889. The applicable law is that of Victoria.