8-19 April 2022

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Purchase order conditions

Purchase Order General Conditions for the Supply of Goods and Services

  1. Contract Formation: The Royal Agricultural Society of NSW (RAS) issues Purchase Orders for the supply of goods and services (“Goods” and “Services”) under these General Conditions and any Special Conditions as agreed and noted on a Purchase Order. In the event of any inconsistency between the General Conditions and Special Conditions, the Special Conditions will prevail. The Supplier will be deemed to have accepted these conditions, and a legally binding contract will be formed if the Supplier:
    1. does not within 7 days of the issue date on the Purchase Order, and before the delivery or supply, notify the RAS in writing of its non- acceptance of a condition; or
    2. accepts the RAS offer by supplying the Services; or
    3. accepts the RAS offer by delivering the Goods.
  1. Existing Contracts: If the Purchase Order is issued under the terms of an existing contract, the terms of that existing contract shall prevail. Any Special Conditions issued by the RAS shall take precedence over an existing contract. 
  1. Supply out of Contract: The Supplier must not supply any goods or services to the RAS (or any of its representatives) that have not been included on the Purchase Order. Provision of goods or services in such a manner waives the Suppliers right to payment or compensation of any kind for these goods or services.
  1. Price Basis: The contract price is firm and must include customs duty (unless specifically exempt), packaging, marking, handling, freight and delivery, insurance, Goods and Services Tax (GST) (if applicable), and any other applicable costs and charges.
  1. Payment of Accounts: The RAS standard terms of payment are 30 days from month end following acceptance of the Goods or Services or receipt of a correctly rendered invoice, whichever is the latter. This may be varied where the RAS accepts a discount offered by the Supplier for earlier payment, or where payment by Credit Card is offered by the RAS and preferred by the Supplier. Payment outside of these terms will only be agreed to in exceptional circumstances, and must be agreed to in writing prior to engagement.  
  1. Invoices: The Supplier must issue the RAS with a valid tax invoice in accordance with A New Tax System (Goods and Services Tax) Act 1999 (the GST Act). The invoice must include the Purchase Order number and the name and phone number of the contact person. Satisfactory evidence that the Goods or Services listed in the invoice have been accepted by the RAS must be available on request. RAS reserves the right to withhold any or all of the payment requested if the Supplier fails to comply with the contract. 
  1. Performance of the Contract: The Supplier must deliver the Goods and/or provide the Services at the time and place specified in the contract and in a manner that meets all applicable minimum Australian Standards. If there is a breach of performance of the contact the RAS will take the following action to remedy the breach:
  1. Goods: If the Goods are damaged, faulty or do not fully comply with the contract (eg. are not delivered on or before specified date), the RAS may, by notice, cancel the order and/or require the Supplier to make good or replace the Goods at no additional cost to the RAS, including removal and incidental costs. The Supplier has 30 days from the date of the notice to comply.
  2. Services: If there is a defect in performance of the Services or they are incomplete, the RAS may, by notice, require the Supplier to remedy the defect in performance, complete the Services, or re-perform the Services at no additional cost to the RAS. The Supplier of the services has 30 days from the date of the notice to comply.
  1. Warranties: The Supplier warrants that all Goods will be new and comply with the highest relevant commercially accepted standards and be fit for purpose unless varied by a Special Condition. The Supplier warrants that it will render Services with due skill and care, and that materials supplied in connection with the Services will be fit for purpose.
  1. Installation: Suppliers engaged to supply and install Goods that are new equipment are liable to confirm that the Goods will be able to be delivered to the installation location, taking into consideration access and egress constraints. They are also liable at time of quotation to confirm that the Goods will be compatible with the existing mechanical and electrical infrastructure. If changes are required the Supplier is responsible for notifying the RAS to confirm that the RAS is aware that modifications to infrastructure will be required in order to operate the Goods.  The contractor shall also clearly outline what the required modifications are.
  1. Termination: The RAS may terminate this contract in whole or in part immediately upon written notice without penalty if the Supplier: has not remedied a breach of warranty within the time specified by the RAS in the notice of breach; has breached a material condition of the contract that cannot be remedied; has breached a condition of the contract that can be remedied and fails to remedy such breach within 14 days of written notice from the RAS requiring it to remedy such breach; or becomes bankrupt or subject to an event of insolvency. The Supplier may terminate this contract in whole or in part without penalty if the RAS: has breached a material condition of the contract that cannot be remedied;   has breached a condition of the contract that can be remedied and fails to remedy such breach within 14 days of written notice from the Supplier requiring it to remedy such breach; or becomes subject to an event of insolvency.
  1. Inspection and Quality Assurance: The RAS may perform quality inspections of the completed Goods and Services before acceptance to ensure compliance with specifications ordered. Any costs associated with storing, handling and returning Goods not accepted will be borne by the Supplier.
  1. RAS Access: The Supplier must provide any authorised RAS representatives with full and free access to its premises and work areas, and all documentation appropriate to assess compliance with this contract. The Supplier must, at its own expense provide all reasonable facilities and assistance that the RAS representatives may require for the purposes of this clause.
  1. Confidential Information: With respect to the RAS’ confidential information, the Supplier must not disclose it or copy it, make it available to any third party other than to its employees that have a need to know that information to enable the performance of the Supplier’s obligations under this contract, or use it for any purpose other than as is necessary to enable the performance of the Supplier’s obligations under this contract.
  1. Assignment, Subcontracting and Amendments: The Supplier must obtain the prior written approval of the RAS to assign or subcontract the contract or any part thereof. Approval to assign or subcontract shall not relieve the Supplier from any of its obligations under the Contract, or impose any liability upon the RAS to an assignee or a subcontractor. Changes to the contract must be in writing and signed by both parties.
  1. Title, Acceptance and Risk: Title to the goods vests in the RAS on the sooner of delivery to the RAS or payment by the RAS. The vesting of title does not in itself amount to acceptance of the Goods by the RAS. The risk of any loss or damage to the Goods remains with the Supplier until delivery to the RAS in accordance with the contract.
  1. Notices: All notices, requests, variations, and other correspondence by either party are to be communicated promptly to the RAS. The RAS can, if deemed necessary, request this communication be provided in writing.
  1. Liability: The liability of a party to the other party for breach of this contract, or in tort, or for any other common law or statutory cause of action arising out of the operation of this contract, shall be determined under the relevant law in Australia.
  1. Indemnity: The Supplier must indemnify the RAS its employees and representatives against any liability, loss, damage costs (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis) and expenses arising out of a default or unlawful or negligent act or omission on the part of the Supplier, its employees, agents or subcontractors.
  1. Waiver: Failure by either party to enforce a term of this contract shall not be construed as in any way affecting the enforceability of that term in any other instance, or the enforceability of the contract as a whole. 
  1. Applicable Law: This contract shall be governed by the law applicable in the State of New South Wales, and the parties submit to the non-exclusive jurisdiction of the Courts of that State.
  1. Intellectual Property: The RAS will retain all intellectual property rights including copyright, patent and trade marks to any work or service commissioned by the RAS through a Purchase Order, and the Supplier hereby assigns such rights to the RAS free from all encumbrances on and from the date of creation. The Supplier warrants that the use of the Goods by the RAS or the performance of the Services by the Supplier will not constitute an infringement of the rights of any third party, including, but not limited to, the intellectual property rights or moral rights held by a third party or a breach of a duty of confidence owed to a third party, and the Supplier has procured, and will procure, from all authors of any copyright works or subject matter other than works (“Copyright Materials”) unconditional consents to the RAS, its licensees, successors and assigns doing or omitting to do any act throughout the world, whether before or after the date of this consent, in relation to the Copyright Materials, whether or not such act or omission would, but for this consent, infringe a moral right of the author now or at any time hereafter subsisting in respect of the Copyright Materials.
  1. Work Health & Safety: The Supplier must comply with the requirements of the current WHS Legislation and Codes of Practice such as having their own Health and Safety Policy and safe systems of work for the service or goods they are providing to the RAS. Suppliers must consult, cooperate and meet with the RAS if there are any health and safety issues associated with the performance of the contract. Any incidents or near misses which occur during performance of the contract must be reported to RAS Security on 9704 1020.
  1. Security Cameras: RAS operates surveillance cameras, for the safety or security of individuals or property. RAS also has access to Sydney Olympic Park security cameras. Please note that security camera monitoring is continuous and ongoing. RAS strictly complies with the Workplace Surveillance Act 2005.