Terms and Conditions of Purchase
An Order is an offer to purchase subject to the following terms and conditions, which may not be varied except in writing.
In this agreement, "Purchaser" means Queensland Motorways Limited or any subsidiary of Queensland Motorways Limited and "Seller" means the person, firm or Corporation whose name appears on the face of the order issued by the Purchaser (the "Order") as the person, firm or Corporation from whom the goods or services (as applicable) are ordered.
1. Acceptance
An acceptance of the Order or any delivery made, or service performed, pursuant to the Order shall constitute acceptance of the terms of purchase stated on the Order and any additional terms specified in writing by the Purchaser on the face of the Order and/or written documents which may be attached. Those terms, together with any applicable written documents, any terms implied by law and Statute, shall constitute the entire agreement between the Purchaser and Seller in respect of the Order, and will supersede any previous oral or written representations, including, but not limited to, provisions in the Seller's quotations, proposals, terms and conditions, acknowledgments, invoices and other documents.
No stipulations, representations, agreements by the Purchaser or any of their agents or employees shall be binding on the Purchaser, unless reduced to writing by the Purchaser. Failure to sign or acknowledge the Order will not invalidate any terms or conditions contained herein. This contract may not be added to or varied except with the prior written consent of the Purchaser.
2. Pricing and payment
The prices specified or estimated on the Order may apply without change unless authorised by the Purchaser in writing. The prices stated or estimated on the Order shall be inclusive of GST or similar duty, but inclusive of all other charges, including, but not limited to packing, cartage and other costs of delivery. The Purchaser shall pay the purchase price of the goods or services 30 days after receipt of a valid invoice which quotes the relevant Purchase Order Number, which is undisputed or the date of delivery, whichever is the later, unless otherwise stated on the face of the Order.
3. Confidentiality
All specifications, drawings, designs, know-how, trade-secrets, customer lists, sales information, technical data, or other information which are provided by the Purchaser to the Seller or developed by the Purchaser or Seller in connection with the subject matter of the Order is confidential to the Purchaser and shall be used by the Seller solely for the purposes of performing its obligations under the Order or any other written agreement between the Seller and the Purchaser and shall remain the property of the Purchaser and be returned to the Purchaser upon completion of the work or upon demand by the Purchaser.
4. Inspection
The Purchaser may inspect all merchandise ordered and services performed by the Seller prior to delivery and upon arrival at the ultimate destination. No such inspection shall constitute an acceptance or approval of the merchandise or their compliance with the terms of the Order or affect the Purchaser's right to reject any merchandise at any time thereafter for failure to comply with any terms of the Order. Notwithstanding any inspection by the Purchaser, if such merchandise is found to be unsatisfactory, defective, of inferior quality or workmanship, or fails to meet any other requirements of the Order for which the Seller is responsible under the terms of the Order, the Purchaser may return them to the Seller and all amounts paid by the Purchaser to the Seller on account of the purchase price, together with any costs incurred by the Purchaser in connection with such shipment of the merchandise, shall be repaid to the Purchaser by the Seller.
5. Delivery, title and risk
The Seller at its own expense and during normal business hours, unless the Purchaser otherwise directs, shall deliver the merchandise, properly packed and secured (in the case of goods), to the place specified in the Order or such other location as may be subsequently agreed in writing. Each package should be clearly marked with the Seller's name and the delivery address stated on the relevant Order. Risk of loss or damage to the goods from any cause whatsoever shall remain with the Seller and shall not pass to the Purchaser until delivery of the goods to the place of delivery. Property in all goods shall pass from the Seller to the Purchaser upon delivery except where payment is due and made prior to delivery, in which event property in such goods shall pass to the Purchaser as soon as payment is made.
6. Time for delivery and performance
Time shall be of the essence of this Agreement and of each order and in relation to delivery of any goods or performance of a service specified in the Order. If the goods or any part thereof are not delivered or performed by the required date, the Purchaser shall be entitled to terminate this Agreement and/or cancel the Order, in each case without cost or liability to the Purchaser in respect of the goods delivered or the Services performed.
7. Cancellation
The Purchaser may cancel an Order or any part thereof at any time by giving written notice to the Seller to that effect. Except where such cancellation is due to any breach by the Seller of any of the terms of the Order, and subject to breach by the Seller of any express, implied or statutory warranties, in the event of cancellation the Purchaser will pay to the Seller:-
(a) if the Seller holds finished goods and the time for delivery of those goods is not more than 30 days after the date of cancellation, the full purchase price of such goods. Such payment is to be made on delivery of the goods on the delivery date;
(b) if the Seller holds raw materials or has placed orders for raw materials which cannot be cancelled and such raw materials have been purchased or ordered solely for the purpose of the Order and can only be sued for such purpose, the cost to the Seller of the raw material; and
(c) if the Seller holds goods other than raw materials or finished goods which have been produced solely for the purpose of the Order, the actual cost to the Seller of such goods.
8. Disposal of goods
The Seller will take reasonable steps to reduce the payment made by the Purchaser if an Order is cancelled by allowing the Purchaser to deduct the fair value of any goods or materials which the Seller may be able to re-use, sell or otherwise dispose of but the Seller will not dispose of such goods or materials without the prior written consent of the Purchaser.
9. Warranties
The Seller warrants that:-
(a) it owns, and is able to provide good title to the Purchaser the products which it supplies pursuant to this Agreement;
(b) all goods supplied and all services performed will comply strictly with all specifications forming part of the Order and with all other terms of the Order;
(c) all goods supplied and all services performed will be fit for the use intended by the Purchaser, free of defects in design, material or workmanship and of good merchantable quality;
(d) the goods and delivery of services comply with all relevant statutory requirements; and
(e) the sale of the goods or the delivery of services covered by the Order to the Purchaser will not infringe any patent, trademark, copyright or registered design.
These warranties shall be in addition to all other warranties, express, implied or statutory. If it appears within 1 year from the date of placing the equipment into service from the purpose for which it was purchased, that the equipment or any part thereof, does not conform to these warranties and the Purchaser notifies the Seller within a reasonable time after its discovery, the Seller shall promptly correct such nonconformity at its sole expense.
10. Defective goods
The Purchaser may reject any goods failing to comply with the terms of the Order. Any rejected goods may be returned at the cost of the Seller, with any moneys paid to the Purchaser to be repaid immediately by the Seller. The rejected goods shall upon rejection become the property of the Seller, and, if held by the Purchaser, will be held at the Seller's risk. Any rejected goods marked or identified by the Purchaser's trademark shall not be sold or otherwise disposed of by the Seller while so marked or identified.
11. Indemnity
The Seller agrees to indemnify and hold harmless the Purchaser, their directors, officers, employees and agents and persons claiming through the Purchaser against all and for any liabilities, losses, costs and expenses (including legal fees) which the Purchaser may incur or suffer as a result of any claims or actions by a third party arising out of any breach by the Seller of its obligations under any Order or any other act or omission, process employed by on the part of the Seller or on behalf of the Seller and under any legislation, regulation, by-law, code or standard.
12. Set-off
The Purchaser may set-off any sums due to the Seller against the costs and expenses resulting from any breach by the Seller of its obligations under any Order and any losses sustained as a result.
13. Waiver
A waiver by the Purchaser of any specific defaults by the Seller shall not constitute a waiver of any other terms and conditions of an Order.
14. Assignment
The Seller may not assign, transfer or delegate any of its rights or obligations under this Agreement in whole or in part without the prior written consent of the Purchaser.
15. Notices
Unless otherwise agreed, notices to the Purchaser shall be addressed to the Group Finance Manager, Queensland Motorways Limited, PO Box 2125, Mansfield Q 4122, and to the Seller at its address given on invoices, the Purchase Order or other official document.