PURCHASE ORDER – TERMS AND CONDITIONS

PURCHASE ORDER – TERMS AND CONDITIONS

  1. Agreement: These terms together with the attached Purchase Order are referred to as the Agreement. The Agreement is the entire agreement between the parties.
  2. Relationship of the parties: Supplier is an independent contractor and is not, and will not represent itself as being, an agent, representative or joint venture partner of Company. Supplier and its employees and agents are not employees of Company for any Supplier may not enter into any contract or commitment for Company and will be solely responsible for making all payments to and for its employees and agents.
  3. Subcontractors: To the extent that Supplier uses a subcontractor, Supplier will be responsible for the subcontractor’s compliance with Supplier’s warranties, representations, obligations and liabilities. Supplier agrees to be responsible to Company for the subcontractor’s actions and inactions to the same extent as if such actions or inactions were that of Supplier.
  4. Deliverables, Specifications and Schedule: Supplier will provide every deliverable required under this  Agreement (Deliverables) in compliance with any specifications, designs, drawings, instructions, performance criteria and schedule set forth in the Time is of the essence.
  5. Packing, Shipment, Risk of Loss and Title: Packing and shipment will be handled as set forth in this Supplier will bear the risk of loss of each Deliverable until its receipt and acceptance. Title to a Deliverable will pass to Company upon the earlier of:
  • receipt and acceptance of the Deliverable; or
  • payment for the
  1. Acceptance: Acceptance of a Deliverable is subject to a reasonable inspection by Company at any time, notwithstanding any prior payment or inspection. If a Deliverable does not comply with the requirements of this Agreement, without limiting any other rights, Company may require Supplier, at Supplier’s risk and expense, to:
  • promptly repair, replace or reperform the rejected Deliverable; or
  • refund the price of the rejected

All rejected Deliverables will be held for Supplier’s pickup and at Supplier’s risk. Company’s acceptance of a Deliverable does not release Supplier of its obligations or liabilities.

  1. Prices and Payment:
    • Unless otherwise expressly agreed, the price is fixed, not subject to adjustment and includes all costs that may be incurred by Supplier in performing its obligations, and it includes all excise, duties and taxes (excluding GST).
    • Company will pay the price to Supplier within 30 days of receiving a correct invoice unless otherwise agreed in writing by the Company.
    • If it is a Taxable Supply, Company will pay to Supplier the GST in respect of it.
    • Supplier must submit a valid tax invoice that includes: the Purchase Order number; the goods and/or Services supplied to date; and date of supply; if services are charged by time, the time spent by the people; and any other details reasonably required by Company.
    • By submitting an invoice, Supplier warrants that the goods and/or services have been supplied according to this Agreement and the amounts in the invoice are true and correct.
    • Company may set off, from any monies due to Supplier, any sum payable by Supplier to Company.
  2. Warranties: Supplier represents and warrants that:
  • upon completion and delivery, and for 1 year thereafter (or such period provided by applicable law, whichever is greater), all Deliverables will be free of defects and conform with all written proposals, descriptions, samples or models furnished by Company as well as the requirements of this Agreement;
  • upon completion and delivery, and for 1 year thereafter, all Deliverables will be merchantable and fit for their intended purposes and will be new and not refurbished or re-conditioned;
  • all services will be rendered with due care and skill and in a good and workmanlike manner by skilled personnel;
  • upon completion and delivery, all Deliverables will comply with all applicable federal, state and local laws, rules and regulations;
  • except as expressly provided otherwise in this Agreement, it conveys to Company good and valid title to all Deliverables free and clear of all liens, restrictions, security interests and other encumbrances;
  • no Deliverable will contain any open-source material or material licensed from a third party unless Supplier notifies Company of its intent to include such material in the Deliverable in the Scope of Work section in this Agreement;
  • it has or has received the necessary rights, experience and advice to enter into and fully perform this  Agreement;
  • upon completion and delivery, no Deliverable, or its provision, use or sale will infringe upon or violate any right of any third party whether patent, trademark, trade secret, copyright, contractual or otherwise; and
  • with respect to individuals it provides to perform any Deliverable, it will make all appropriate tax payments and tax withholding and will verify such individuals as being legally able to work in the country where the work is to be
  1. Responsibility for Property: Supplier will hold in trust for and on behalf of Company any property provided or paid for by Company (Property). Supplier may only use Property for the benefit of Supplier must conspicuously identify all Property as the property of Company. Supplier will not sell, lease, assign, transfer, pledge, hypothecate or otherwise encumber any Property.
  2. Personal Information: If Supplier performs any operation or set of operations on any personal information (as defined by applicable laws) which Supplier accesses or acquires from Company, which Company provides to Supplier, or which Supplier collects or acquires on behalf of Company, Supplier must promptly alert Company and must agree in writing to Company’s data processing terms, a copy of which will be provided to Supplier, before Supplier performs such operations on personal
  3. Anti-Bribery: Supplier (including its agents and subcontractors) will company with applicable laws and regulations relating to anti-bribery and corruption. Supplier will not, in connection with any transactions involving Company, transfer anything of value, directly or indirectly, to any government official, a family member thereof, employee of a government- controlled company, political party or other private (non- government) persons or entities working on behalf of any government in order to obtain any improper benefit or Supplier warrants that no money paid to Supplier as compensation or otherwise has been or will be used by Supplier to pay any bribe, kickback or facilitation payment in violation of applicable laws.
  4. Supplier Guiding Principles: Supplier will comply with the Supplier Guiding Principles: https://www.coca-colacompany.com/content/dam/journey/us/en/policies/pdf/human-workplace-rights/supplier-guiding-principles/sgp-brochure-eng.pdf.
  5. Compliance with Laws: Each party will comply with all applicable federal, state and local laws, rules and
  6. Force Majeure: Neither party will be liable to the other for any failure to perform to the extent caused by unforeseen circumstances beyond the reasonable control of such party which render performance commercially In the event of such a failure:
  • such party will use diligent efforts to minimize the effects of the event or circumstance; and
  • the other party may terminate this Agreement without cause.
  1. Audit: During the term of this Agreement and for 5 years (or longer if related to a claim for which the statute of limitations is longer) thereafter Supplier will maintain its records relating to this Agreement. During this period, Company will have the right upon reasonable notice during normal business hours to inspect and audit Supplier’s facilities and records to verify Supplier’s compliance with its representations, warranties and obligations.
  2. Intellectual Property: Unless expressed stated in this Agreement, all intellectual property produced under this Agreement shall vest in Company upon creation. Supplier must assign or transfer it to Company. Company grants Supplier an irrevocable and royalty free licence to use it for this Agreement. Supplier grants to Company an irrevocable, perpetual, worldwide and royalty free licence to use any intellectual property not vested in Company that is necessary for Company to have the benefit of the supply provided under this Agreement. Supplier indemnifies Company against any claims made by third parties in respect of the use of intellectual property supplied under this Agreement.
  3. Confidentiality: The parties must not disclose Confidential Information to any third party or use or reproduce it other than for the performance of this Agreement. The parties must safeguard the Confidential Information. At the end of this Agreement, the parties must return the Confidential Information. In this clause, Confidential Information means information belonging to one party which is disclosed to the other party in relation to this Agreement and which was not already known by the other party or already in the public domain.
  4. Indemnity: Supplier indemnifies Company, its employees and its related bodies corporate against all claims, liabilities, loss, damage or penalties for any loss or damage to persons or property if caused or contributed to by the negligence, misconduct or breach of this Agreement of or by Supplier. This indemnity is reduced to extent that Company contributes to such loss or damage. Each indemnity is a continuing obligation separate from Supplier's other obligations and survives expiry or termination of this Agreement.
  5. Health & Safety: Supplier must, in the performance of this Agreement:
  • comply with all health and safety laws;
  • immediately notify Company of any incident that is notifiable under health and safety laws;
  • provide Company with a copy of its incident investigation report and evidence that it has revised risk control measures so as to maintain, so far as is reasonably practicable, a work environment that is without risks to health and safety;
  • allow Company to monitor Supplier’s systems, work practices and procedures.
  1. Insurance: Supplier will furnish evidence of its insurance coverage in a form reasonably acceptable to Company upon request. Such insurance should be with reputable insurance carrier giving full and comprehensive coverage both in amount and risks in respect of Supplier’s  liabilities under this Agreement and will not be cancelled or amended by Supplier without 30 calendar days’ prior written notice  to
  2. Changes: Company may, in writing, change this Agreement. In such event, Company and Supplier will be entitled to an equitable adjustment to this Agreement. Either party will waive all claims for such an adjustment that are not made in writing and received by the other party within 15 days after Supplier receives notice of the change.
  3. Termination: Company may terminate all or any portion of this Agreement without cause at any time effective upon written notice to Either party may terminate this Agreement if the other party breaches any warranty, representation or obligation under this Agreement that is not cured within 15 days after receipt of written notice of the breach. Upon termination, Supplier must cease all work, return all copies of Company data, records or other materials, and follow Company’s  reasonable instructions regarding all work in progress. If all or any portion of this Agreement is terminated without cause, as its sole remedy Supplier will be equitably compensated for its work on the Deliverables up to the date of termination.
  4. Survival: Provisions, which by their nature, should survive beyond the termination or expiration of this Agreement will remain in force after any termination or expiration of this Agreement, including provisions relating to warranties, audit, intellectual property, confidentiality, indemnification and governing law and
  5. General:

(i)     Supplier must not subcontract, assign or novate any rights or obligations in this Agreement.

(ii)    Company may contract with another party for similar supplies and no exclusive relationship exists.

(iii)   Supplier must not make public announcements in relation to this Agreement.

(iv)   Any variation to this Agreement must be agreed in writing by the parties.

(v)    Supplier must not register any security interest in relation to this Purchase Order against Company.

(vi)   The laws of South Australia apply and the courts there will be used.

(vii)  Formal notices will be sent to Supplier’s address in the Purchase Order and to Company at Unit 4, 8 Jay Drive, Willunga, SA, 5172 marked to the attention of the person named in the Purchase Order.

 

  1. Definitions

(i)  Company means Organic & Raw Trading Company Pty Ltd (ABN 49 169 776 461) of Unit 4, 8 Jay Drive, Willunga, SA, 5172;

(ii) Supplier means the supplier whose details are set out in the Purchase Order.