Terms & Condition
Terms and Conditions of Purchase
1. DEFINITIONS
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.
“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 Vendor.
“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. BINDING TERMS AND CONDITIONS
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 apply to the exclusion of any express or implied terms contained in other materials, correspondence, or documents issued by either party, except to the extent that those terms are agreed in writing and signed by both parties.
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
3. PRICE
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. PAYMENT
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,
whichever is later.
4.2 Invoices
Invoices must include (where applicable): Purchase Order Number, Item Number, Description of Goods or Services, Sizes, Quantities, Weight, Unit Prices, GST Payable, and Extended Totals.
5. DELIVERY
The Goods or Services must be delivered to CWM on the date and at the location specified in the Purchase Order. Time is of the essence.
6. TITLE AND QUALITY
6.1 Final Inspection
All Goods shall be subject to a final inspection by CWM, to be completed within two days of delivery.
6.2 Acceptance
Within seven days of delivery, CWM must notify the Vendor whether:
(a) it accepts the Goods, in which case title and risk pass to CWM; or
(b) it rejects the Goods under clause 6.6, specifying in reasonable detail the basis for rejection.
6.3 No Waiver
Acceptance of Goods does not waive or extinguish any of CWM’s rights, including in relation to latent defects.
6.4 Vendor’s Warranties
The Vendor warrants that the Goods and/or Services:
(a) are safe;
(b) are free from encumbrances, defect, or fault;
(c) are of merchantable quality;
(d) comply with any mandatory standards and include appropriate and correct warnings and instructions;
(e) are fit for their intended purpose;
(f) comply with the Specifications;
(g) comply with any representations, descriptions, or samples; and
(h) include any applicable Vendor 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 from a breach by the Vendor of clause 6.6, except to the extent caused by CWM.
6.6 Rejected Goods or Services
CWM may, within seven days of supply, reject any Goods or Services that do not comply with the Agreement.
Upon rejection, CWM may require the Vendor to:
(a) refund any payment within 7 days of the Rejection Notice;
(b) replace the Goods to CWM’s reasonable satisfaction; or
(c) re-supply the Services to CWM’s reasonable satisfaction.
The Vendor is liable for all Loss reasonably incurred by CWM due to rejection and must remove any CWM intellectual property or branding from rejected Goods.
If the Vendor disputes a rejection, it must provide a Dispute Notice within seven days. The parties will attempt in good faith to resolve the dispute within 14 days, after which either may commence proceedings.
7. INTELLECTUAL PROPERTY RIGHTS
The Vendor may sell Goods containing CWM’s intellectual property only to CWM or as permitted in writing by CWM.
8. CONFIDENTIALITY
8.1 Confidential Information
The Vendor agrees to keep confidential all of CWM’s information arising from or relating to the performance of the Purchase Order (“Information”), except where the information is:
- lawfully obtained from a third party;
- public knowledge; or
- already known to the Vendor.
8.2 Property of CWM
All Information supplied by CWM remains its property and may only be used for fulfilling obligations under the Agreement.
9. WORK ON CWM’S PREMISES
If any Services are performed on CWM premises, the Vendor must comply with all environmental, health and safety laws, and CWM’s policies.
The Vendor must provide a list of all chemicals or hazardous materials used and their Material Safety Data Sheets (MSDS). The Vendor remains responsible for safe transportation, use, storage, and disposal of such materials.
10. INDEMNITY AND RELEASE
The Vendor must indemnify CWM, its affiliates, and Representatives against any Loss arising from:
(a) negligence or willful misconduct of the Vendor;
(b) material breach of warranties;
(c) negligent or unauthorised acts involving hazardous materials;
(d) intellectual property infringement claims; or
(e) third-party claims of lien or encumbrance on supplied Goods.
11. TERM AND TERMINATION
11.1 Term
This Agreement commences and ends on the dates specified in the Purchase Order unless terminated earlier.
11.2 Termination Without Cause
Either party may terminate, in whole or in part, without cause by giving one month’s written notice.
Charges will be limited to actual non-recoverable costs incurred prior to termination.
11.3 Termination With Cause
Either party may terminate if the other:
(a) materially breaches this Agreement and fails to remedy within seven days of notice; or
(b) becomes insolvent or bankrupt.
12. CWM’S PROPERTY
All drawings, specifications, artwork, data, materials, and equipment furnished or paid for by CWM remain its property.
While in the Vendor’s control, such property is held at the Vendor’s risk and must be returned to CWM upon request in good condition (normal wear excepted).
13. MISCELLANEOUS
13.1 Assignment, Subcontracting, and Advertising
The Vendor must obtain CWM’s written consent before assigning rights, subcontracting obligations, or advertising anything concerning the Agreement.
13.2 Insurance
During the Agreement, the Vendor must:
(a) maintain product liability insurance of at least $10,000,000 (or as otherwise specified); and
(b) insure the Goods for their full replacement cost.
Evidence of insurance must be provided upon request.
13.3 Relationship
The Vendor is an independent contractor. Nothing in this Agreement constitutes an employment, partnership, or joint venture relationship.
13.4 No Waiver
Failure to enforce any provision is not a waiver of future enforcement rights.
13.5 Severability
Each provision is severable; invalidity of one does not affect the remainder.
13.6 Variation
CWM may amend any Purchase Order, Specification, or these Conditions with one month’s written notice. Amendments do not apply retrospectively.
13.7 Governing Law
This Agreement is governed by the laws of Queensland, Australia.
13.8 Compliance with Laws and Standards
The Vendor must ensure Goods comply with all applicable Australian laws, standards, and regulations relating to manufacture, packaging, labelling, and transport.
13.9 Social Procurement
CWM is committed to social procurement to generate positive community outcomes and employment opportunities. Wherever practicable, CWM will consider purchasing from local businesses, provided it complies with the Competition and Consumer Act 2010 (Cth) and other fair trading requirements.