purchase order terms & conditions – supply of goods and/or ... - QGC

PURCHASE ORDER TERMS & CONDITIONS – SUPPLY OF GOODSAND/OR SERVICESand workmanship), deficiency or omissionsof any kind;(iv) conform as to quantity, quality, description,drawings, plans, performance criteria,sample and specification, if applicable, withthe particulars stated in this Contract andany Company requirements bothindividually and together as an operatingsystem; and(v) be free from any encumbrance or defect intitle;(b) all resources, including any equipment used byContractor in supplying the Goods or carrying out theServices shall be of good quality, without defect, besuitable for the purpose and use for which they areintended or used, shall conform to the Contract andperform in accordance with the requirements andconditions of this Contract; and(c) the Goods/Services will:(i) comply with the Contract and theappropriate Australian or internationalstandards or equivalent specificationsrelevant to the Goods/Services; and(ii) comply with all Legislation applicable to theGoods/Services.(d) it will procure that all Contractor Personnel used forthe Services possess and exercise suchqualifications, skill and experience necessary for theproper performance of the Services;(e) it will provide the Goods and/or carry out theServices with all due diligence in a good andworkmanlike manner. Contractor will ensure that asimilar obligation is contained in any subcontract forthe Goods/Services.3.3 Before delivering any Goods, Contractor shall, at no extra costto Company, inspect and conduct tests to ensure that theGoods comply with the requirements of this Contract andsupply to Company certificates of the results of suchinspection and testing as may be reasonably required byCompany, or as required by this Contract or Legislation.3.4 Contractor must provide Company with free access to anypremises used to manufacture or assemble or store theGoods. Any expediting, inspecting, monitoring and testing ofthe Goods does not constitute acceptance of the Goods norrelieve Contractor of any obligations under the Contract and isat no cost to Company.3.5 In respect of the supply or performance of the Services onSite, Contractor must keep the Site clean and tidy and clearaway all its rubbish occasioned by operations through theServices and remove all its equipment, appliances, tools andsurplus material at the end of the Services.3.6 Contractor is responsible at its own risk and expense, for allpermits, licences, registrations, certificates or otheradministrative authorisations required by any Legislation inorder to comply with its obligations under the Contract.3.7 Contractor acts as an independent contractor and neitherContractor nor Contractor Group personnel are deemed to beeither expressly or impliedly employees of Company Group.4 DELIVERY/COMMENCEMENT/COMPLETION4.1 Contractor must commence the Services by theCommencement Date.4.2 Contractor must deliver the Goods to the Delivery Point on theDelivery Date and/or complete the Services by the CompletionDate. In respect of these obligations, time shall be of theessence. If the Contractor is unable to meet the Delivery Dateand/or the Completion Date (as applicable), the Contractormust notify the Company at the earliest possible opportunity.4.3 All Goods delivered must be adequately packed and protectedto withstand transit and storage, marked with the PO numberand accompanied by a packing note and all necessarycertificates, drawings and documents or as specified in theContract.4.4 The Goods must be unloaded at the Delivery Point by theContractor in accordance with all Legislation and allrequirements of this Contract.4.5 The Goods will be deemed to be accepted by the Companywhen the Company notifies the Contractor in writing that theGoods have been accepted (“Acceptance”).4.6 Unless otherwise stated in this Contract, all packaging,carriage and services necessary to achieve Acceptance shallbe included in the Price.4.7 Acceptance of the Goods by Company does not relieveContractor of any of its obligations under the Contract.4.8 If Company reasonably determines that:(a) the Goods do not comply with the Contract; or(b) Contractor has breached any of the terms of theContract,Company may reject the Goods by giving a written rejectionnotice to Contractor.4.9 If Goods are rejected by Company, and Contractor does notrepossess the Goods within thirty (30) days after receivingnotice of rejection, Company may sell or otherwise dispose ofthe Goods at Contractor’s cost.4.10 Contractor must reimburse Company for any costs orexpenses incurred by Company as a consequence of therejection of the Goods.5 TITLE AND RISK5.1 Title in the Goods or any part thereof shall pass to Companyon allocation of the Goods (or items thereof) to this Contract ordelivery of the Goods to the Delivery Point or on payment byCompany (whichever is earlier).5.2 The Goods remain at the risk of Contractor until Acceptanceby Company.6 COMPANY PROVIDED INFORMATION6.1 Contractor acknowledges and agrees that:(a) Company makes no representations or warranties asto the sufficiency, accuracy or completeness of anyCompany Provided Information;(b) Company Provided Information has been provided toContractor only to assist Contractor in theperformance of its obligations under the Contractand with the provision of Services and/or theDeliverables and Contractor must not rely on thatinformation for any purpose;(c) any error or omission in Company ProvidedInformation will have no effect on:(i) the warranties given by Contractor underthis Contract; or(ii) the other obligations of Contractor underthe Contract;(d) Contractor has not and will not rely on CompanyProvided Information for any purpose unlessContractor has first independently verified theaccuracy of Company Provided Information;(e) in providing the Deliverables and performing theServices under the Contract, Contractor must assessCompany Provided Information and draw its ownconclusions as to the accuracy and sufficiency ofVersion 1.1 Page 3 of 7