Terms & Conditions

SUPPLIER ORDER TERMS AND CONDITIONS

These Terms and Conditions apply to the order for goods (Goods) placed by the party named on the invoice (the Buyer) as described in the attached purchase order (Purchase Order) with the supplier of the Goods (the Supplier).

 1. Offer and Acceptance:

  1. Purchase Order: This purchase order constitutes an offer by the Buyer to purchase the Goods specified herein. Acceptance of this Purchase Order by the Supplier shall create a binding contract between the parties.
  2. Modifications: Any modifications to this Purchase Order must be agreed upon in writing by both parties.

 2. Payment Terms: 

    1. Payment Method: The Buyer shall make payment for the Goods in the currency specified on the Purchase Order, using the agreed payment method.
    2. Payment Due Date: Unless otherwise specified in the Purchase Order, payment is due within 7 days from the date of receipt of the invoice or delivery of the Goods, whichever is later.
    3. Late Payment: In the event of late payment, the Buyer shall be liable to pay interest on the outstanding amount at a rate of 5% per month or the maximum rate permitted by law.
    4. Invoices: The Supplier shall provide accurate and detailed invoices for the Goods provided, including any applicable taxes or fees.

 3. Enforcement Costs:

    1. Debt Collection: In the event of non-payment or late payment of any invoices by the Buyer, the Supplier shall be entitled to recover all reasonable costs and expenses incurred in the process of debt collection, including but not limited to legal fees, court costs, collection agency fees, and any other costs associated with enforcing the payment.
    2. Indemnification: The Buyer shall indemnify and reimburse the Supplier for all enforcement costs incurred as a result of the Buyer's failure to pay invoices in accordance with the agreed payment terms.
    3. Interest on Enforcement Costs: Any enforcement costs incurred by the Supplier shall accrue interest at the same rate as the late payment interest specified in Section 2(c) above, calculated from the date of the supplier's initial expenditure on enforcement costs.

4. Cancellation and Changes: 

    1. Cancellation: The Buyer reserves the right to cancel this Purchase Order, in whole or in part, by providing written notice to the Supplier. In such cases, the Supplier shall be entitled to compensation for any work completed or costs incurred prior to the cancellation. The Buyer may cancel the Purchase Order at any time before delivery without penalty. If the Buyer cancels the Purchase Order after the Supplier has already shipped or otherwise began delivering the Goods, the Supplier shall be entitled to compensation for any work completed or costs incurred prior to the cancellation
    2. Changes: The Buyer may request changes to the quantity, specifications, or delivery schedule of the Goods by providing written notice to the Supplier. The Supplier shall promptly notify the Buyer of any resulting change in price or delivery timeline, and both parties shall mutually agree to such changes in writing.

 5. Delivery Acceptance and Title:

    1. Delivery Schedule: The Supplier shall adhere to the agreed delivery schedule specified in the Purchase Order. Any changes to the delivery schedule must be communicated and agreed upon in writing by both parties.
    2. Inspection and Acceptance: The Buyer reserves the right to inspect all Goods upon receipt. Acceptance shall be deemed to have occurred upon the Buyers acceptance of the Goods delivered.
    3. Title and Risk of Loss: Risk of loss for the Goods shall remain with the Supplier until delivery and acceptance by the Buyer, unless otherwise specified in the Purchase Order. Property and title to the Goods will not pass to the Buyer until those Goods and all other amounts owed to the Supplier by the Buyer have been paid for in full and until then:
  1. the Buyer will hold the Goods as fiduciary and bailee for the Supplier;
  2. the Goods must be stored separately and in a manner enabling them to be identified as the Goods of the Supplier and cross-reference to particular invoices;
  3. the Buyer may sell the Goods in the ordinary course of its business as bailee for the Supplier and will hold the proceeds of sale in a separate account on trust for the Supplier and account to the Supplier for those proceeds; and
  4. the Supplier may require the Buyer to return the Goods to it on demand and may enter upon the premises of the Buyer to inspect of reposes the Goods;

 6. Fees and Invoices:

    1. Additional Charges: The Supplier may impose additional charges, including handling fees, packaging fees, or surcharges, without the Buyer's prior written consent, but such change will be communicated to the Buyer prior to delivery of the Goods.
    2. Invoicing: The Supplier shall provide accurate and detailed invoices for the Goods provided in accordance with the agreed payment terms.
    3. Goods and Services Tax: If GST is payable in connection with the Goods to be supplied under this Agreement, then the Supplier irrevocably warrants and agrees that the Fees payable to it under this Agreement and specified in the Purchase Order is the GST inclusive price of those Goods and/or Services unless otherwise agreed in the Purchase Order. 

7.     Governing law and jurisdiction

                   a.    These Terms and Conditions are governed by and construed                                  under New South Wales law.

                   b.    Any legal action in relation to this document against any party or                            its property may be brought in any court of competent jurisdiction                            New South Wales.

                   c.    By acceptance of these Terms and Conditions, each party                                        irrevocably, generally and unconditionally submits to the                                          non‑exclusive jurisdiction of any court specified in this clause in                              relation to both itself and its property.

8.     Severability

                    a.    Any provision of these Terms and Conditions that is held to be                                 illegal, invalid, void, voidable or unenforceable must be read                                   down to the extent necessary to ensure that it is not illegal,                                     invalid, void, voidable or unenforceable.

                    b.    If it is not possible to read down a provision as required by this                               clause, part or all of the clause of this deed that is unlawful or                                 unenforceable will be severed from these Terms and Conditions                             and the remaining provisions continue in force.