Purchase Orders Terms and Conditions
Goods and Services
These are Dairy Australia’s terms and conditions which apply to the provision of goods and services to be delivered under a purchase order issued by Dairy Australia.
1.The following definitions apply to these terms and conditions:
Dairy Australia means the party issuing the Purchase Order, being Dairy Australia Limited ACN 105 227 987, or any one of the Regional Development Programs being Dairy NSW, DairyTas, GippsDairy, Murray Dairy, Subtropical Dairy, Western Dairy, WestVic Dairy, as indicated on the Purchase Order.
Defective means Goods and/or Services (or any aspect of them) which are not in accordance with the Purchase Order or which are damaged, deficient, faulty, inadequate or incomplete.
Delivery Address means the location, if any, where any Goods and or Services are to be delivered as described in the Purchase Order.
Delivery Date means any dates and timelines which the Goods and/or Services are to be delivered as detailed in the Purchase Order.
Goods means the items, if any, described in the Purchase Order.
GST has the meaning given to that term under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, the common law and equity as applicable from time to time and any applicable industry standards and codes of conduct.
Price means the dollar amount in $AUD (excluding GST) for the Goods and/or Services specified in the Purchase Order.
Purchase Order means a document ordering Goods and/or Services issued by Dairy Australia to the Supplier from time to time containing, amongst other things, a description of the Goods and/or Services.
Services means the services, if any, described in the Purchase Order.
Supplier means the party noted which is to deliver the Goods and/or Services pursuant to the Purchase Order.
SUPPLY OF GOODS &/OR SERVICES
2. In consideration of payment of the Price by Dairy Australia, the Supplier agrees to supply to Dairy Australia the Goods and/or deliver the Services in accordance with the Purchase Order and these terms and conditions.
3.These terms and conditions:
(a) form the terms and conditions of the agreement to supply the Goods and/or Services; and
(b) cannot be waived, varied or modified in any way without the express written consent of Dairy Australia.
These terms and conditions will however not supersede or replace any contract executed by authorised signatories of the Supplier and Dairy Australia which specifically covers the Goods and/or Services to which a Purchase Order relates.
4.The Supplier must, in supplying the Goods and/or Services:
(a)be aware and comply with and ensure that the Supplier's employees, agents and contractors are aware of and comply with:
(i) all applicable Law;
(ii) all applicable site policies and procedures; and
(iii) all lawful directions and orders given by Dairy Australia's representative or any person authorised by Law to give directions to the Supplier;
(b) ensure that the Supplier's employees, agents and contractors entering Dairy Australia's premises perform in a safe manner and are properly qualified for, and skilled in, the performance of their tasks and are of such character as not to prejudice:
(i) safe work practices;
(ii) safety and care of property; and
(ii) continuity of work.
DELIVERY OF GOODS
5. The Supplier must deliver the Goods to the Delivery Address by the Delivery Date.
6. The Supplier must notify Dairy Australia as soon as practicable if the delivery of the Goods is likely to be delayed.
7. The Supplier must ensure:
(i) the Goods delivered correspond with the Goods ordered
(ii) the Goods are suitably packed to avoid damage in transit or storage; and
(iii) that delivery of the Goods comply with any delivery instructions specified by Dairy Australia.
8. If the Goods delivered are Defective and must therefore be returned to the Supplier, the Supplier is responsible for paying all costs for returning the Goods.
9. Where the Supplier delivers any Goods in excess of the quantity specified in the Purchase Order, Dairy Australia reserves the right to return the excess Goods at the risk and expense of the Supplier.
TIME FOR PERFORMANCE OF SERVICES
10. The Supplier must perform the Services in accordance with any Delivery Dates.
11. The Supplier must notify Dairy Australia as soon as practicable if the provision and/or completion of the Services is likely to be delayed.
GOODS TITLE & RISK
12. Title in the Goods passes to Dairy Australia upon payment of the Price.
13. Risk in the Goods passes to Dairy Australia upon the Goods being inspected by a Dairy Australia representative and confirmed not to be Defective.
14. The Supplier warrants to Dairy Australia that the Goods:
(a) are fit for the purpose for which the Goods, or Goods of the same kind, are usually acquired and any other purpose of Dairy Australia made known to the Supplier;
(b) will function and perform in all respects as represented by the Supplier;
(c) comply with every aspect of the Goods' description in the Purchase Order or, if there is no description, high industry quality standards for their manufacture;
(d) comprise of new and unused components (unless specified otherwise in the Purchase Order);
(e) are of merchantable quality;
(f) are free from all faults and defects;
(g) do not, and Dairy Australia's use of the Goods will not, infringe any intellectual property rights of any person;
(h) are free of any third party or other security interests; and
(i) comply with all relevant Law.
15. The Supplier warrants to Dairy Australia that the performance of the Services will:
(a) comply with every aspect of the Services' description in the Purchase Order, if there is no description, the highest industry quality standards for their performance;
(b) be performed with all due care and skill; and
(c) comply with all relevant Law.
DEFECTIVE GOODS OR SERVICES
16. If the Goods or Services are defective, Dairy Australia may, without limitation to any other rights it may have, and at its sole discretion:
(a) require the Supplier to repair or resupply the Goods at the Supplier's expense;
(b) require the Supplier to re-supply the Services at the Supplier's expense;
(c) require the Supplier to provide a refund of any money paid by Dairy Australia to the Supplier;
(d) reimburse Dairy Australia for any expenses incurred in repairing, re-supplying or making good (as the case may be) any Defective Goods and/or Services.
17. If GST is imposed on any supply made by the Supplier under or in connection with the Purchase Order the Price is inclusive of GST unless otherwise expressly stated in the Purchase Order.
INVOICING & PAYMENT
18. Upon delivery of the Goods and/or completion of the Services, the Supplier must promptly provide Dairy Australia with a copy of the Purchase Order and a valid tax invoice.
19. The invoice must include the following details:
(a) your Company ABN Number (if applicable);
(b) the Supplier’s invoice reference number for Dairy Australia to quote when remitting payment;
(c) a reference to the Purchase Order including any Purchase Order number;
(d) your business contact in the organisation;
(e) a detailed description of the delivered Goods or performed Services, including the Delivery Date and/or period the Services were rendered;
(f) the Price relating to the Goods and/or Services, broken down to reflect the any Price breakdown in the Purchase Order;
(g) net value (excluding GST) for all line items;
(h) total net value; and
(i) the amount of any applicable GST.
20. If Dairy Australia requests, the Supplier must provide Dairy Australia will all relevant records and information to calculate and verify the amount set out in any invoice.
21. Dairy Australia is not obliged to approve any invoice submitted by the Supplier and may withhold approval and/or money due to the Supplier if:
(a) the Goods or Services (or any part of them) are Defective; and/or
(b) the Supplier has not provided Dairy Australia with a valid Purchase Order with respect to the Goods and/or Services being claimed.
22. Subject to the Goods and/or Services:
(a) not being Defective;
(b) not damaging any property of Dairy Australia, its employees, agents or contractors;
(c) being supplied/delivered to the satisfaction of Dairy Australia, acting reasonably; and
(d) the amount not being disputed;
Dairy Australia will pay all invoices within 30 days of receipt of the invoice (regardless of any contradictory payment term set out in the invoice).
23. Dairy Australia accepts no liability in respect of any additional claims for payment or liabilities incurred by the Supplier which are not detailed in the Purchase Order unless the same has been agreed to in writing by Dairy Australia prior to being incurred.
24. Any disputes between the Supplier and Dairy Australia shall be dealt with as follows:
(a) the parties must use their best efforts to resolve any dispute in good faith without involving other parties; and
(b) the parties may at any time give written notice to the other party requesting that a meeting take place to seek to resolve the dispute. If such notice is given, nominated senior representatives of both parties must meet within five business days of the notice and endeavour to resolve the dispute. If such a meeting does not take place or if after ten business days of the meeting the dispute remains unresolved, either party may pursue their rights at law.
25. These terms and conditions are to be interpreted in accordance with the laws of the State of Victoria.
Each party irrevocably submits to the jurisdiction of the courts of the State of Victoria and waives any objection on the basis of forum non conveniens.
26. If any provision of these terms and conditions are invalid or unenforceable, the provision in question is to be read down or severed to the extent of the invalidity or unenforceability which will not affect the remaining provisions.
27. The Supplier may not assign or novate its rights and obligations under these terms and conditions without Dairy Australia's prior written consent.
28. Dairy Australia may terminate a Purchase Order (to the extent the Purchase Order has not been fully satisfied), immediately on written notice to the Supplier if the Supplier has breached any of these terms and conditions.
29. On termination, Dairy Australia may;
(a) cease payments for any Goods and/or Services not delivered; and
(b) recover from the Supplier all sums paid for Goods not delivered and/or Services not provided.
30. Dairy Australia will not be held liable for any loss or damage suffered by the Supplier by reason of a termination as a result of the Supplier breaching these terms and conditions.
31. If in the performance of the Purchase Order or otherwise, the Supplier obtains or becomes aware of any sensitive or confidential information relating to Dairy Australia, the Supplier must not without Dairy Australia's prior written consent, disclose any such information to any person except:
(a) to the extent as permitted by Law; or
(b) as required to deliver the Goods and/or perform the Services.
32. The Supplier:
(a) assigns to Dairy Australia all intellectual property in any documents, data, code or other materials which are to be developed and delivered to Dairy Australia in accordance with the Purchase Order; and
(b) grants to Dairy Australia a fee-free irrevocable licence to use any third-party intellectual property incorporated into any such materials.
33. Prior to delivering the Goods and/or performing the Services, the Supplier must obtain any insurance:
(a) professional liability insurance with a limitation of cover of not less than $5,000,000; and
(b) any other insurance necessary or prudent to deliver the Services and cover its liability under this agreement. Consultancy
These are Dairy Australia’s terms and conditions which apply to the provision of consultancy services to be delivered under a purchase order issued by Dairy Australia.
34. Prior to delivering the Goods, the Supplier must obtain:
(a) product liability insurance with a limitation of cover of not less than $5,000,000; and
(b) any other insurance necessary or prudent to deliver the Goods and cover its liability under this agreement.