In these terms and conditions:
“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 in this Agreement;
“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) as specified in the Purchase Order;
“Goods” means the goods described in the Purchase Order;
“GST” means any tax including any additional 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, and all related and subordinate legislation;
“Loss” means any loss, liability, costs (including legal costs as the higher of an indemnity or solicitor-client basis) or expense incurred by CWM relating to this Agreement;
“Purchase Order” means CWM’s Purchase Order accompanying this Agreement or otherwise placed or communicated with the Vendor and includes these Terms and Conditions;
“Representative” of a party means that party’s director, or 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 and details of which have been supplied by CWM or its Representative to the Vendor; and
“Vendor” means the person who sells the Goods or provides the Services to CWM.
BINDING TERMS AND CONDITIONS
The entire Agreement between CWM and the Vendor for the purchase of the Goods or Services by CWM from the Vendor is:
- these Conditions;
- any other terms and conditions (including Specifications) incorporated by reference in the Purchase Order as long as the Vendor has details of these terms and conditions;
- any other terms and conditions which are imposed by law and which cannot be excluded; and
- any agreed variation in writing
These Conditions shall apply to all contracts for the purchase of Goods or Services by CWM from the Vendor to the exclusion of any terms and conditions or any other materials which the Vendor may purport to apply or which are endorsed upon any correspondence or documents issued by the Vendor irrespective of their date of communication to CWM, except to the extent that the Vendor’s terms and conditions are agreed to in writing and signed by CWM. The Vendor may not rely on any representations by CWM that are not included in the Agreement.
Acceptance of a Purchase Order by the Vendor constitutes acceptance of these Conditions.
Price of Goods or Services supplied
The price specified in the Purchase Order is firm, and is not subject to increase. The price includes all costs of testing, inspection, labelling, packing and freight and delivery to and off-loading at the destination as specified in the Purchase Order.
The price at which the Goods or Services are provided by the Vendor to CWM includes (unless otherwise stated or agreed in writing) GST, if applicable.
Unless otherwise stated or agreed in writing the Vendor is responsible for freight and delivery to the destination as specified in the Purchase Order.
Payment for Goods or Services supplied by the Vendor to CWM will be made 45 days from the end of the month upon receipt by CWM of a correctly submitted invoice or acceptance of the Goods by CWM, whichever is the later.
In addition to any other information specified in the Purchase Order or elsewhere in these Conditions, invoices must contain the following information: Purchase Order Number, Item Number, Description of Goods or Services, Sizes, Quantities, Weight, Unit Prices, GST Payable and Extended Totals. CWM will accept no liability whatsoever for invoices which do not bear such information.
The Goods must be received on the dates and at the location specified in the Purchase Order. Time is of the essence. If the Vendor fails to meet any such delivery date, CWM may, without limiting its other rights and remedies, cancel all or part of the Purchase Order. If CWM has paid a deposit, it is entitled to be refunded in full to CWM.
TITLE AND QUALITY
Property in the Goods passes to CWM on delivery.
The Vendor bears all risks of loss and damage to the Goods until final acceptance by CWM in accordance with clause 6.3.
Final inspection and acceptance
Notwithstanding any prior inspections, usage or payments, all Goods shall be subject to:
- final inspection which may include measurement, testing or examination; and
- acceptance at CWM’s facility within a reasonable time (but not more than 90 days) after receipt of the Goods.
Date of acceptance
Acceptance of the Goods by CWM will occur:
- on the date upon which CWM notifies the Vendor in writing of acceptance; or
- automatically upon the lapsing of the 90 day period stipulated in clause 6.3(b) if CWM has not provided notice pursuant to clause 6.4(a).
CWM’s acceptance does not waive rights. If CWM accepts any Goods, this does not extinguish any of CWM’s rights if the Goods do not comply with a term of the Agreement.
The Vendor warrants that the Goods:
- are safe;
- are free from encumbrances, defect or fault;
- are of merchantable quality;
- include appropriate and correct warning and instructions;
- 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 who is experienced in such technical and specific matters relating to the Goods and the purpose they are intended for);
- comply with any representations, descriptions, samples or other specifications (including the Specifications) including quality, function, performance or design; and
- include any applicable Vendor’s warranty that passes to the consumer from CWM without liability to CWM.
The Vendor must indemnify CWM against any Loss incurred by CWM concerning a breach of warranty, representation or term of the Agreement.
CWM may, within 90 days of delivery at CWM’s facility, reject any Goods which do not comply strictly with the Agreement. Once the Goods are rejected, CWM may require:
- in the case of either Goods or Services, the Vendor to refund any payment within 7 days; or
- in the case of Goods, replacement of the Goods to CWM’s satisfaction; or
- in the case of Services, the re-supply of the Services.
Title and risk in the rejected Goods immediately re-vests in the Vendor. The Vendor is liable for all Loss incurred by CWM due to the rejection of the Goods. The Vendor must, at its cost, remove from the rejected Goods any of CWM’s Intellectual Property or any other distinguishing features such as name or symbols.
INTELLECTUAL PROPERTY RIGHTS
The Vendor may sell Goods containing CWM’s intellectual property only to CWM or as permitted by CWM.
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, is already known or is otherwise independently developed by Representatives of the Vendor who have not been exposed to the Information.
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 prior written consent of CWM.
WORK ON CWM’S PREMISES
If any Services are to be performed on CWM’s premises, the Vendor must comply with all applicable environment, occupational health and safety laws and CWM’s then current safety and other applicable policies. 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 and hazardous materials. The submission of such list by the Vendor shall not relieve the Vendor of exclusive responsibility for the safe transportation, use, storage and disposal of such materials prior to acceptance by CWM. All chemicals and hazardous materials brought by the Vendor to CWM’s premises shall bear a label stating the identity of the chemical of material and the hazards associated therewith.
INDEMNITY AND RELEASE
The Vendor must defend, indemnify and hold CWM, its affiliated companies, and their Representatives, successors, and assigns harmless from and against any and all claims, suits, actions, liabilities, loss, judgments or damages, whether ordinary, special or consequential arising directly or indirectly from or in connection with:
- the acts, negligence, omissions or willful misconduct of the Vendor;
- the Goods or Services supplied;
- a breach of any of the Vendor’s warranties or any other term of the Agreement;
- the Vendor’s negligent, unauthorised or wrongful acts or omissions with regards to the use or installations of hazardous materials;
- a claim that any Goods or Services supplied to CWM infringe upon or misappropriate any patent, copyright, trademark, trade secret or other intellectual property interest of another; or
- a claim of any lien, security interest or other encumbrance made by a third party.
TERM AND TERMINATION
This Agreement shall commence and end on the dates specified in the Purchase Order unless otherwise terminated earlier in accordance with the remainder of this clause 11.
CWM may, at any time, terminate the Purchase Order, in whole or in part, without cause, upon written notice to the Vendor. Following upon any such termination on the Vendor shall, to the extent specified by CWM, 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 Vendor which the Vendor can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Goods or unperformed Services.
CWM may terminate the Purchase Order, in whole or in part, if the Vendor:
- fails to make delivery of the Goods or perform the Services within the time specified in that Purchase Order;
- fails to replace defective Goods or Services in accordance with these Conditions;
- fails to perform any other term specified in the Agreement; or
- becomes insolvent, files or has filed against petition in bankruptcy, or makes an assignment for the benefit or creditors.
All drawings, Specifications, artwork, data, material, supplies, equipment, tooling, dies, 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 accepted.
Conditions of assignment, subcontracting or advertising
The Vendor must obtain CWM’s consent in writing before it:
- assigns its rights or subcontracts any obligation under the Agreement; or
- advertises or publishes anything concerning the Agreement.
Vendor must maintain insurance
During the period of the Agreement, while the Vendor has the risk in the Goods and after CWM takes delivery and risk in the Goods, the Vendor must, at its own expense:
- maintain product liability insurance with a reputable insurer for at least $10,000,000 or greater amount specified in the Purchase Order; and
- 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.
The Vendor is an independent contractor of CWM. Nothing in these Conditions constitute any other type of relationship between the parties.
Failing to insist on strict performance on any Conditions of the Agreement is not a waiver of any later breach or default.
Provisions are severable
Each provision of the Agreement is severable. Severance does not affect any other provision.
Variation must be in writing and notified
CWM may by writing, amend, supplement or replace any Purchase Order, Specification or these Conditions. The changes then apply to any Agreement as CWM notifies after the date of change.
The law of Queensland, Australia governs this Agreement.
Compliance with laws and standards
The Vendor must ensure that the Goods and any dealing between CWM and the Vendor comply with all laws and the standards that ensure the Goods are saleable in Australia including those relating to manufacturing, packaging, labelling and transportation.
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 the social benefits through the 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 suppliers/ contractors locally.