1. Supply of goods (if applicable)
1.1 If Goods are being supplied under this Purchase Order then the Supplier must:
(a) Ensure that the delivery notes clearly show the Purchaser’s purchase order number;
(b) Supply unencumbered Goods in the quantity and of the quality set out in the Purchase Order;
(c) Deliver the Goods to the delivery point on or before the delivery date;
(d) Comply with the Purchaser’s reasonable directions and delivery instructions;
(e) Provide material safety data sheets if dangerous goods or hazardous substances are being delivered;
(f) Provide test evidence for the Goods if required; and
(g) If indicated in the Purchase Order, install the Goods on or before the installation date.
1.2 If the Supplier cannot comply with any of its obligations under clause 1.1, the Supplier must notify the Purchaser in writing immediately.
1.3 The Purchaser may inspect the Goods to determine whether to accept the Goods.
1.4 Subject to clause 1.5, the Goods are deemed to be accepted unless the Purchaser notifies the Supplier within 7 days that it:
(a) Does not accept the Goods; and
(b) The reason for not accepting the Goods.
1.5 If the Goods are consumable products and the Goods are found to be defective when first used, then the Government Party may reject the Goods under clause 1.6.
1.6 If a Good is defective then, from delivery up until the end of the Warranty Period at the Purchaser’s election:
(a) The Supplier must replace (or repair if agreed by the Purchaser) the defective Good within 7 days (or such other time as is agreed); or
(b) The Supplier must refund the Price paid for the Good.
1.7 The Supplier bears the risk in the Goods until delivery.
1.8 Title in the Goods will pass to the Purchaser upon the Purchaser’s acceptance of the Goods.
2. Supply of services (if applicable)
2.1 If Services are being supplied under this Purchase Order then the Supplier must provide the Services in accordance with the Purchase Order.
2.2 If reports, data or other materials are to be delivered in the performance of the Services, the rights and title (including copyright) vests in the Purchaser on their acceptance by the Purchaser.
2.3 The Supplier may only subcontract the Services with the express written approval of the Purchaser.
2.4 If in the Purchaser’s reasonable opinion the Supplier has failed to satisfactorily perform the Services the Purchaser may elect to:
(a) Have the Supplier provide replacement Services within such reasonable time as the Principal may determine; or
(b) Terminate the Purchase Order under clause 7.
3. Supplier’s warranties
3.1 If Goods are being supplied under this Purchase Order then the Supplier warrants that it has good and unencumbered title to the Goods and that the Goods:
(a) Conform to with any description applied and any sample provided by the Supplier;
(b) Are new (unless otherwise specified);
(c) Are free from defects in materials, manufacture, workmanship and installation;
(d) Conform to any applicable Australian Standards or other standards nominated in the Purchase Order;
(e) Are of merchantable quality;
(f) Are installed correctly (if the Supplier is responsible for installation);
(g) Are fit for their intended purpose; and
(h) Are manufactured and supplied without infringing any person’s intellectual property rights.
3.2 The Supplier must ensure that the Purchaser receives the full benefit of any manufacturer’s warranties in respect of the goods.
3.3 If Services are being supplied pursuant to this Purchase Order then the Supplier warrants that the Services will:
(a) Comply with the description of the Services in the Purchase Order;
(b) Be provided with due care and skill;
(c) Be provided in a timely and efficient manner;
(d) Be provided in accordance with the best practices current in the Supplier’s industry;
(e) Be supplied without infringing any person’s intellectual property rights;
(f) Be performed by the Supplier and/or the Supplier’s Personnel; and
(g) Be supplied in the most cost effective manner consistent with the required level of quality and performance.
4. Price and payment
4.1 The invoice must clearly show the Purchaser’s purchase order number.
4.2 The Price stated on the Purchase Order:
(a) Is firm and includes containers, packaging and all costs and charges to the point of delivery unless otherwise stated; and
(b) Is inclusive of GST.
4.3 the Purchaser is not obliged to pay for the goods and/or services unless the Supplier has provided a Tax Invoice in respect of that payment.
4.4 If the Supplier is not registered for GST, then GST must not be charged on supplies made under this Purchase Order.
5. Liability limit
5.1 The Supplier’s liability to the Purchaser under the Purchase Order is limited to an amount equal to the value of the goods and/or services purchased under this Purchase Order.
6. Confidential information
6.1 The Supplier must keep the Purchaser’s information confidential and only use or disclose the confidential information to the extent necessary for the purpose of this Purchase Order.
6.2 This clause survives termination of the Purchase Order.
7.1 The Purchaser may terminate this Purchase Order immediately upon giving notice in writing to the Supplier if:
(a) The Supplier fails to supply the Goods within 14 days of the agreed delivery date;
(b) The Supplier fails to supply the Services to the expected standard and within the expected time frames;
(c) The Supplier is in breach of this Purchase Order and has not rectified such breach within 14 days of the Purchaser giving notice in writing to the Supplier requiring the rectification of such breach;
(d) The Supplier suffers or, in the reasonable opinion of the Purchaser, is in jeopardy of becoming subject to any form of insolvency administration or bankruptcy.
7.2 Any termination of this Purchase Order by the Purchaser does not affect any accrued right of either Party.
8.1 The Supplier must comply with the laws in force in the State of South Australia in performing its obligations under this Purchase Order.
8.2 This Purchase Order is governed by the laws in the State of South Australia and the courts of the State of South Australia have exclusive jurisdiction in connection with this Purchase Order.
8.3 Subject to clause 8.4 these Terms and Conditions constitutes the entire agreement in respect of the matters dealt with in this Purchase Order and supersedes all prior agreements, understanding and negotiations.
8.4 If this Purchase Order is issued under a formal contract (e.g. standing offer) then the terms of that contract take priority over these terms and conditions.
9. Acting ethically
9.1 The Supplier must conduct itself in a manner that does not invite, directly or indirectly, the Purchaser’s officers, employees or agents or any public sector employee (as defined in the Public Sector Act 2009) to behave unethically, to prefer private interests over the Purchaser’s interests or to otherwise contravene the Code of Ethics for the South Australian Public Sector.
10. Specific conditions
10.1 Any specific conditions that are attached to this Purchase Order by way of being included or referenced in the Description, form part of this Purchase Order.