Terms and Conditions of Purchase


In these terms and cnditions:

“Agreement” means an agreement between CWM and the Vendor for the supply of Goods or

Services constituted by a Purchase Order, these Conditions and any agreed variation in writing;

“Conditions” mean these Terms and Conditions of Purchase;

“CWM” means Corio Waste Management Pty Ltd (ABN 34 007 443 807) and any related body

corporate (within the meaning of section 50 of the Corporations Act 2001 (Cth)) as specified in the

Purchase Order;

“Goods” means the goods described in the Purchase Order;

“GST” means any tax imposed on the supply of or payment for Goods or Services which is imposed

or assessed under any GST Law;

“GST Law” means A New Tax System (Goods and Services Tax) Act 1999 (Cth), and all related and

subordinate legislation;

“Loss” means any loss, liability, costs (including legal costs) or expenses incurred by CWM relating

to, arising out of or in connection with this Agreement;

“Purchase Order” means the contract for the purchase of Goods or Services by CWM from the


“Representative” of a party means that party’s director, authorised officer, employee or agent;

“Services” means the services described in the Purchase Order;

“Specifications” means any technical or other specification relating to the Goods or Services

referred to in the Purchase Order;

“Vendor” means the person who supplies the Goods or Services to CWM.



2.1 Entire Agreement

The Agreement for the purchase by CWM and supply of the Goods or Services by the

Vendor comprises:

(a) these Conditions;

(b) the Purchase Order (including the Specifications); and

(c) any agreed variation.

2.2 Precedence

These Conditions shall apply to the exclusion of any express or implied terms and conditions

contained in any other materials, correspondence or documents issued by either party except

to the extent that those terms and conditions are agreed to in writing and signed by the


2.3 Acceptance

Acceptance of a Purchase Order by the Vendor constitutes acceptance of these Conditions. A

copy of these Conditions is published on CWM’s website (Terms and Conditions of Purchase |

Corio Waste Management (coriowm.com.au)).



3.1 Price of Goods or Services supplied

The price specified in the Purchase Order is fixed (Price). That Price includes all costs of

testing, inspection, labelling, packing, freight and delivery to and off-loading at the destination

specified in the Purchase Order.

3.2 GST

The Price includes (unless otherwise agreed in writing) GST, if applicable.

3.3 Freight

Unless otherwise agreed in writing, the Vendor is responsible for freight and delivery to the

destination specified in the Purchase Order.



4.1 Payment Terms

Payment for Goods or Services supplied by the Vendor to CWM will be made within 45 days

from the end of the month in which CWM:

(a) receives a correctly submitted invoice in accordance with clause 4.2; or

(b) accepts the Goods in accordance with clause 6 of these Conditions,

whichever is later.

4.2 Invoices

In addition to any other information specified in the Purchase Order or in these Conditions,

invoices must contain the following information (where applicable): Purchase Order Number,

Item Number, Description of Goods or Services, Sizes, Quantities, Weight, Unit Prices, GST

Payable and Extended Totals.



The Goods or Services must be delivered to CWM on the date and at the location (as

applicable) specified in the Purchase Order. Time is of the essence.



6.1 Final inspection

All Goods shall be subject to a final inspection by CWM, to be completed within two days of

the date of delivery.

6.2 Acceptance

Based on the final inspection conducted in accordance with clause 6.1, CWM must within

seven days of the date of delivery notify the Vendor whether:

(a) it accepts the Goods, in which case title and risk in the Goods passes to CWM; or

(b) rejects the Goods in accordance with clause 6.6, in which case CWM must specify in

reasonable detail the basis for that rejection (for example, by specifying a failure of the

Goods to meet the Specifications in relation to the Goods). In that event, the Goods will

be returned to the Vendor at its cost.

6.3 No Waiver

If CWM accepts any Goods, this does not waive or extinguish any of CWM’s rights under this

Agreement or at law, including but not limited to in respect of any latent defects in the Goods.

6.4 Vendor’s warranties

The Vendor warrants that the Goods and/or Services (as applicable):

(a) are safe;

(d) are free from encumbrances, defect or fault;

(e) are of merchantable quality;

(f) comply with any mandatory standards and include appropriate and correct warnings

and instructions;

(g) are fit for the purpose for which purchased (as communicated by CWM before the

Purchase Order or as should be reasonably understood by the Vendor of the Goods

or Services who is experienced in such technical and specific matters relating to the

Goods or Services and the purpose they are intended for);

(h) comply with the Specifications (if applicable);

(i) comply with any representations, descriptions or samples, including as to quality,

function, performance or design; and

(j) include any applicable Vendor’s warranty that passes to the consumer from CWM

without liability to CWM.

6.5 Vendor’s indemnities

The Vendor must indemnify CWM against any Loss incurred by CWM arising under or in

connection with a breach by the Vendor of clause 6.6, except to the extent that the Loss is

caused or contributed to by CWM.

6.68 Rejected Goods or Services

CWM may, within seven days of the supply of Goods or Services to CWM, reject any Goods

or Services which do not comply with the Agreement. CWM must provide the Vendor with

notice of any such rejection, specifying in reasonable detail the basis for rejection (Rejection


Once the Goods or Services are rejected, CWM may require:

(a) in the case of either Goods or Services, the Vendor to refund any payment within 7

days from the Rejection Notice; or

(k) in the case of Goods, the Vendor to replace the Goods to CWM’s reasonable

satisfaction; or

(l) in the case of Services, the Vendor to re-supply of the Services to CWM’s reasonable


The Vendor is liable for all Loss reasonably incurred by CWM due to the rejection of the

Goods or Services. The Vendor must, at its cost, remove from the rejected Goods any of

CWM’s intellectual property or any other distinguishing features such as names or symbols.

If the Vendor disputes CWM’s rejection of the Goods or Services in accordance with this

clause, it must provide notice to CWM outlining the basis of that dispute (Dispute Notice)

within seven days of the date of CWM’s Rejection Notice, failing which it is taken to have

accepted CWM’s rejection.

The parties will in good faith seek to resolve any dispute in relation to CWM’s rejection of the Goods

or Services within 14 days of the Dispute Notice. If the dispute is not resolved in that period, either

party can commence proceedings.



The Vendor may sell Goods containing CWM’s intellectual property only to CWM or as

permitted by CWM in writing.



The Vendor agrees to keep confidential all of CWM’s information concerning or arising from

the performance of the Purchase Order (Information). This clause does not apply to

Information which is lawfully obtained from a third party, is public knowledge, or is already

known to the Vendor.

8.1 Information remains CWM’s property

All Information supplied by CWM remains the property of CWM and may only be used by the

Vendor in fulfilling its obligations under the Agreement. The Vendor must not disclose any

Information without the prior written consent of CWM.



If any Services are to be performed on CWM’s premises, the Vendor must comply with all

applicable environmental, occupational health and safety laws and CWM’s then current safety

and other applicable policies (which will be supplied by CWM to the Vendor).

At the time of delivery of the Services, the Vendor shall provide CWM with a complete list of

all chemicals, hazardous materials, and ingredients in the composition of goods used in the

performance of the Services and a copy of the material safety data sheet for such chemicals,

hazardous materials and ingredients.

The submission of the safety data sheet by the Vendor shall not relieve the Vendor of its

responsibility for the safe transportation, use, storage and disposal of such materials. All

chemicals, hazardous materials and ingredients brought by the Vendor to CWM’s premises

shall bear a label stating the identity of the material and the hazards associated therewith.



The Vendor must indemnify CWM, its affiliated companies, and their Representatives,

successors, and assigns against any Loss, arising from or in connection with:

(a) the negligence or willful misconduct of the Vendor;

(m) a material breach by the Vendor of any of the Vendor’s warranties;

(n) the Vendor’s negligent, unauthorised or wrongful acts or omissions with regards to

the use or installations of hazardous materials;

(o) a claim that any Goods or Services supplied to CWM by the Vendor infringe upon or

misappropriate any patent, copyright, trademark, trade secret or other intellectual

property interest of another; or

(p) a claim of any lien, security interest or other encumbrance made by a third party in

relation to any Goods supplied to CWM by the Vendor.



11.1 Term

This Agreement shall commence and end on the dates specified in the Purchase Order

unless otherwise terminated earlier in accordance with this clause 11.

11.2 Without cause

Either party may, acting reasonably and having regard to their legitimate business and operational

requirements, terminate the Purchase Order, in whole or in part, without cause by giving [one month]

written notice to the other party. Following any such termination, the Vendor shall stop all work on the

Purchase Order, and cause its vendors and subcontractors to stop work. Charges for any such

termination of the Purchase Order will be limited to actual non-recoverable costs incurred by the non-

terminating party which it can demonstrate were properly incurred prior to the date of termination.

11.3 With cause

Either party may terminate the Purchase Order, in whole or in part, if the other party:

(a) materially breaches any term of this Agreement and that breach is not remedied

within seven days of the terminating party providing written notice identifying and

requiring remedy of that breach; or

(q) becomes insolvent, files or has filed against it a petition in bankruptcy, or makes an

assignment for the benefit of creditors.



All drawings, specifications, artwork, data, material, supplies, equipment, tooling, dyes,

moulds, fixtures and patterns furnished or paid for by CWM, shall be CWM’s exclusive

property, and shall be used by the Vendor only in performance of the Purchase Order. Such

property, while in the Vendor’s custody and control, shall be held at the Vendor’s sole risk

and, upon CWM’s request, shall be returned to CWM in good condition, normal wear and tear


CWM retains all of its intellectual property and nothing in this Agreement shall result in the

transfer or assignment of its intellectual property.



13.1 Conditions of assignment, subcontracting or advertising

The Vendor must obtain CWM’s consent in writing before it:

(a) assigns its rights or subcontracts any obligation under the Agreement; or

(r) advertises or publishes anything concerning the Agreement.

13.2 Vendor must maintain insurance

During the period of the Agreement, while the Vendor has the risk in the Goods, the Vendor

must, at its own expense:

(a) maintain product liability insurance with a reputable insurer for at least $10,000,000 or

greater amount specified in the Purchase Order; and

(s) insure the Goods with a reputable insurer for their full replacement cost.

The Vendor must on CWM’s request, produce satisfactory evidence of the insurance.

13.3 Relationship

The Vendor is an independent contractor of CWM. Nothing in this Agreement constitutes any

other type of relationship between the parties.

13.4 No waiver

Failing to insist on strict performance on any term of the Agreement is not a waiver of any

later breach or default.

13.5 Provisions are severable

Each provision of the Agreement is severable. Severance does not affect any other provision.

13.6 Variation must be in writing and notified

CWM may amend any Purchase Order, Specification or these Conditions by giving of one

month written notice to the Vendor. Any such amendment will not operate retrospectively.

13.7 Governing law

The law of Queensland, Australia governs this Agreement.

13.8 Compliance with laws and standards

The Vendor must ensure that any Goods it supplies to CWM comply with all laws and the

standards relating to the manufacture and supply of the Goods in Australia, including those

relating to packaging, labelling and transportation.

13.9 Social procurement

Social procurement is the process of generating positive social outcomes through the delivery

of goods, services and works. Social procurement is a key mechanism by which to generate

wider social benefits by providing a mechanism for linking and integrating social and

economic agendas.

CWM is committed to adding value to local communities, including social benefits through

local economic and social contribution. Social procurement can effectively contribute to

building stronger communities and meeting social objectives and in particular facilitating

employment opportunities to target communities.

CWM is committed to buying from local businesses where such purchases may be justified on

value for money grounds, while remaining compliant with the Competition and Consumer Act

2010 (Cth) and other fair trading legislation requirements.

Wherever practicable, CWM will fully examine the benefits available through purchasing

goods, services or works from Vendors locally.