SUPPLY TERMS & CONDITIONS
1. Purchaser
1.1 The purchaser is the legal entity defined at the top of the purchase order (“The Purchaser”).
2. Supplier
2.1 The supplier is the entity to whom the purchase order is addressed, as specified in the relevant purchase order document (“The Supplier”).
3. Agreement
3.1 The Supplier named in the purchase order agrees to supply the goods described, in consideration for The Purchaser agreeing to pay for the goods on the terms and subject to the conditions set out below.
4. Delivery Obligation
4.1 The Supplier must deliver the goods to the place and by the time(s) shown on the purchase order unless otherwise directed by The Purchaser.
4.2 The Purchaser will advise The Supplier of the required date for delivery.
4.3 The Supplier will advise The Purchaser of the date that the goods can be reasonably delivered.
4.4 The Supplier must include with the delivery all manuals, instructions, warranties, and any other documents (e.g., shop drawings) reasonably requested by The Purchaser.
4.5 The Supplier must notify The Purchaser immediately of any delay or likely delay in delivery.
5. Liquidated Damages
5.1 Time is of the essence regarding The Supplier’s delivery. The Purchaser may suffer significant loss if there is any delay.
5.2 The Purchaser will be entitled to recover damages from The Supplier as per common law principles.
6. Title and Risk
6.1 Title to the goods and all risk associated with them will remain with The Supplier until acceptance of delivery by The Purchaser, and at that point, they will pass to The Purchaser.
6.2 The Supplier must maintain adequate insurance in respect of the goods up to and including delivery.
6.3 Acceptance of delivery by The Purchaser will not constitute an acknowledgement or admission that the goods satisfy the requirements of this agreement, nor will it relieve The Supplier from liability if the goods are defective or otherwise not in accordance with this order.
7. Price All Inclusive
7.1 The price stated in the purchase order is inclusive of all taxes, duties, customs and clearance fees, insurance, delivery, and (if indicated in the purchase order) placement and unpacking costs.
7.2 If The Supplier is required to place and unpack the goods, it must leave the site in a clean condition and remove all rubbish (including packaging) at its own expense.
8. Warranties
8.1 The Supplier warrants to The Purchaser that:
8.1.1 Absolute title and ownership will pass to The Purchaser on delivery, and no third party has any interest whatsoever in the goods or any part of them,
8.1.2 The goods are not subject to any retention of title arrangements nor will they be subject to any such arrangement on delivery;
8.1.3 The goods delivered are or will be exactly as specified by The Purchaser, free of all defects and of merchantable quality, and comply with all applicable Australian Standards; and
8.1.4 The goods are or will be capable of delivery, use and enjoyment without infringing the intellectual property rights of any person.
9. Defects
9.1 Without limiting any common law rights, if any defects are discovered in the goods at any time within the defects liability period, The Supplier must repair or replace the goods (at The Purchaser’s discretion) immediately on demand by The Purchaser.
9.2 If any goods are found to be defective before The Purchaser is obliged to pay for them, The Purchaser is entitled to withhold payment in respect of those defective goods.
9.3 Unless confirmed in writing by The Purchaser, the defects liability period is 52 weeks after the supply of the goods or services.
10. Spares
10.1 For the duration of the defects liability period, The Supplier must keep, or otherwise have the ability to supply immediately on demand, spare goods which may be used to replace delivered goods that are defective.
11. Scope of Purchase Orders
11.1 Purchase orders are issued for services, materials, components, and the supply of items for use in the manufacturing industry.
11.2 The Purchaser is a manufacturer, and any purchase order terms are outside of the Building and Construction Industry Security of Payment Act 1999 (NSW) and any other Security of Payment legislation throughout New South Wales.
11.3 The Purchaser is not a builder, nor does it provide construction services as defined in numerous Acts. The Purchaser is a manufacturer who transacts on a purchase order basis and does not issue subcontracts for supply or supply & install.
11.4 By agreeing to supply the items, or by supplying the items, The Supplier agrees that these terms take precedence over any other arrangement, agreement, instrument, or document that may, or may have been in place.
12. Payment Terms
12.1 The Purchaser will make payment for goods within 30 days from the date of invoice.
12.2 The Purchaser will not accept any payment schedule or other instrument, other than a Tax Invoice related to the supply and provision of Goods and Services.
12.3 The Purchaser will not hold any retentions in relation to the supply of Goods and Services.
13. Dispute Resolution
13.1 In the event of a dispute, The Supplier must notify The Purchaser via email to accounts@viridigroup.com.au.
13.2 Within 7 days of the notice of this dispute, The Purchaser will make contact with The Supplier to arrange a meeting at a convenient time and place (likely via online facilities) to discuss the dispute.
13.3 In the event that the dispute is unable to be amicably and commercially resolved between the parties, the dispute is to be resolved via mediation services at The Supplier’s choosing.
13.4 All costs relating to mediation will be borne by The Supplier until the mediation is complete and it is otherwise determined.
13.5 During the dispute resolution process, neither party shall commence or continue any proceedings related to the dispute until the mediation process has been completed.
13.6 The Supplier agrees that it will not take any enforcement action or seek any interim relief against The Purchaser while the dispute resolution process is ongoing.
14. No Other Agreement
14.1 This document takes precedence over all other agreements.
14.2 By accepting the purchase order, The Supplier agrees to these terms published on The Purchaser’s website.
14.3 The terms of this agreement may not be varied at any time without explicit written consent of The Purchaser.
18th July 2024