Contract means the Purchase Order, these Terms and Conditions and the Specifications.
Delivery means delivery of Products to the destination specified in the Purchase Order and/or completion of the Services or, where the Products include works, completion of the works.
Price means the amount in Australian dollars specified as the price for the Products in the Purchase Order.
Product means goods, equipment, materials or services.
Purchase Order means the purchase order that incorporates and is attached to these Terms and Conditions.
Services means a service to be provided by You under this Contract, including services to install or ensure the certain Products are installed.
Specification means any specification, standards and service levels attached to the Purchase Order.
Supply/Supplies means the provision of any Products listed in the Purchase Order.
Us, Our, We or Citywide means Citywide Service Solutions Pty Ltd ABN 94 066 960 085 or a subsidiary identified on the Purchase Order.
Warranty Period means the period of 12 months commencing on Delivery (or the date of resupply or repair).
You or Your means the vendor that supplies of goods and/or services set out in this Purchase Order.
- You must Supply the Products in accordance with this Contract.
- You warrant that Products comply with relevant Acts, regulations, codes of practice and standard(s) applicable to those Products.
- You warrant that Products will conform with any specification attached to this Purchase Order. In the absence of any other requirement, the materials will comprise new materials of merchantable quality, suitable for Our purpose, free from defects and will conform, in all respects, with all requirements of relevant Australian Standards and applicable by-laws.
- You warrant that all Services will be provided in accordance with any relevant and applicable Specifications and with due care and skill, by competent and trained personnel.
- You warrant that Products, and Our use of them, will not infringe any person’s intellectual property rights or moral rights.
- If Services are related to physical works, You will provide a copy of relevant licences, work instructions, job safety analysis and compliance with plant regulations. These must be accepted by Us prior to work commencing.
- You will provide all user documentation containing sufficient information to enable Us to operate, make full use of and maintain the Products.
- You will provide any other Documentation specified in the Purchase Order, upon Delivery.
- NO SUBCONTRACTING. No part of a Supply may be subcontracted without Our prior approval (which will not be unreasonably withheld).
- NO VARIATION TO THE SUPPLY. We may request You to alter, add or omit the Supply, and if you agree to do so the parties will agree upon a price and any terms for the variation. The Supply may only be varied with Our prior written agreement.
- We shall have the right to recover from You any damages exceeding the amount repaid under clause 9 (if any), which We suffer by reason of Your failure to supply Products which meet the requirements of this Contract.
- You shall deliver the Products to Us at the time and destination for Delivery as stated in this Purchase Order.
- Where a program attached to this Purchase Order provides for deliveries of parts of the Products on separate dates, You shall deliver those parts of the Products on those dates and provide written confirmation 3 days prior to Delivery that Delivery will be made at the required time.
- If Your failure to comply with required times or dates causes Us to breach a contract under which Products are on-sold by Us or of any contract for work of which the Products form part, You shall be indebted to Us for all damages whether liquidated or otherwise which We thereby become liable to pay.
- Where the procedures in clause 8 are not followed, You shall pay to Us liquidated damages at the rate stated in any specification or special conditions attached to this Purchase Order for every day after the scheduled delivery date to the actual delivery date or the date of termination under clause 12, whichever shall first occur.
- Unencumbered title (including the prior removal of any Personal Property Security registrations) to the Products shall pass to Us upon Delivery and payment to you of the Price. Risk of loss or damage to the Products shall pass to us upon Delivery or where You have control of the Delivery site, the time at which you hand over control of the site to Us. We will own all intellectual property rights arising from performance of the Services for Us.
- Time is of the essence. You shall take all reasonable steps to prevent and minimise delay. If any cause (including Our direction, act or omission) beyond Your control delays You in making Delivery and You within 7 days of the delay give Us a notice in writing of a claim for an extension of time for Delivery, You shall, subject to this clause, be entitled to a reasonable extension of time. The notice shall specify the extension of time claimed, and the cause. If You are entitled to an extension of time, We shall, within 7 days after receipt of Your notice, grant a reasonable extension. We may also, acting reasonably, at any time by notice in writing to You extend the Delivery time.
- REJECTION OF GOODS. If Products are not in accordance with the Purchase Order then We may reject them by notice in writing. Upon rejection You will immediately refund Us the total of all amounts paid and accept return of any Products that have already been delivered. Upon repayment of all amounts paid You shall own the rejected materials and shall remove them from Our premises or site.
- TESTING; DEFECTS LIABILITY
- Within 28 days of Delivery, we may test the Products at our cost. If testing shows the Products are not in accordance with this Purchase Order, clause 9 shall apply and You will also pay the testing costs. Any testing will take place before We pay the Price.
- If a Defect becomes apparent during the Warranty Period, We shall notify You in writing and You may either: (i) replace the Products; (ii) re-perform the Services; or (iii) make good the Defect at Your cost within the time reasonably prescribed by Us, to Our satisfaction.
- You guarantee to replace, or at Our option repair, any Products or parts thereof which are found defective in material or workmanship within 12 months from date of Delivery. Expendable or consumable items are excluded from this warranty.
- The Price is inclusive of all incidental costs incurred by You in Delivering the Products, and the Price is fixed.
- Invoices must be sent to firstname.lastname@example.org no later than 7 days after Citywide’s receipt of goods and/or services. Subject to clause 11.4, We shall pay You the Price within the period stated in this Purchase Order. If no period is stated, we shall pay you within 45 days after the date on which a valid tax invoice is received. Invoices shall not be rendered to Us until Delivery, proof of which must be attached to the invoice. Your invoice must specify a valid Purchase Order number.
- Deductions/ Disputes. We may deduct from moneys due to You any moneys due from You to Us, and any amount that is disputed.
- Proof of title. When You render an invoice for Products, We may direct You to establish that ownership of the Products has passed to Us or will pass to us upon payment. If You fail to comply with the direction, We may not be bound to pay the Price.
- We may terminate this Contract immediately by notice in writing if the materials are lost, stolen, sold, disposed of, repossessed, destroyed or damaged beyond reasonable repair prior to risk passing to Us.
- A party may terminate this Contract immediately by written notice if the other party (i) is in breach of any provisions of this order and such breach is not remedied within 7 days of written notice to it, or (ii) becomes or threatens to become or is in jeopardy of becoming insolvent or subject to any form of insolvency administration.
- We may cancel Delivery of any part of the Products without penalty by providing notice in writing to You no less than 21 days prior to the time of Delivery stated on this Purchase Order. At that point We will only be liable to pay for your reasonable costs actually incurred in complying with the Purchase Order up to the date on which termination takes effect. You have a duty to mitigate these costs by taking all reasonable steps including resale of the Products.
- Neither party shall be liable upon any claim in respect of any matter arising out of this Purchase Order unless the claim together with full particulars is lodged in writing with the other party not later than ninety days after the claiming party becomes aware or should have become aware of the events on which the claim is based.
- Except as set out in the Purchase Order, in no event shall You or Us be liable for consequential loss, including loss of profit, goodwill, or any other indirect, remote or unforeseeable loss.
- You must remain compliance with Our polices (including Our Supplier Code of Conduct and Modern Slavery Policy) to the extent such policies state that they are applicable to You.
- The Contract cannot be varied except in writing signed by You and Us.
- Where the Contract relates to Products that is the subject of a signed agreement between You and Us, the terms of that agreement prevail over the Contract to the extent of any inconsistency between them.
- Subject to clause 13.3, this Contract comprises the entire agreement between You and Us on the subject matter and supersedes all prior agreements or arrangements and any terms and conditions set out in any quotations, invoices, credit application or supply documents provided by You to Us.
- To the extent the Supplier’s terms and conditions are Supplied with the Products (including as printed on consignment notes or other documents), those terms and conditions will be of no legal effect and will not constitute part of the contract between You and Us (even if any of Our representative signs the document containing such terms and conditions).
- The Contract will be governed by and construed in accordance with the laws in force in New South Wales.
Please include Purchase Order number in delivery dockets and tax invoices.
We may cancel the Order at least 21 days before Delivery – see clause 12 overleaf.