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

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PURCHASE ORDER TERMS & CONDITIONS – SUPPLY OF GOODSAND/OR SERVICESCompany Provided Information and must make itsown enquiries and determinations as to the accuracyand adequacy of such information; and(f) Contractor will have no Claim arising from or inconnection with the inaccuracy, incompleteness orinadequacy of Company Provided Information or thenon-provision of information by Company.6.2 Contractor agrees that it will immediately inform Companyshould it become aware Company Provided Information, orany information subsequently provided by Company, isinsufficient or incorrect in any way.7 PRICE AND PAYMENT7.1 Unless otherwise specified in the Contract, the Price is fixed,exclusive of GST, and not subject to escalation or variation.7.2 Contractor shall submit to Company a claim for payment in theform of a valid tax invoice upon:(a) delivery of the Goods; and(b) monthly in arrears for Services.The achievement of Acceptance in respect of Goods is acondition precedent to Contractor being entitled to anypayment for the Goods and the Company shall be entitled towithhold such payment until this requirement is fully satisfied.7.3 Each payment claim submitted by the Contractor shall quotethe PO number and title and shall be forwarded together withadequate backing documentation to Company at the addressand for the attention of the person detailed in the PO.7.4 The Company shall, within 10 Working Days after receiving avalid payment claim, issue to Contractor a payment schedulecertifying the amount due from Company to Contractorpursuant to the payment claim. If the amount certified is lessthan the amount claimed, the payment schedule must statethe reasons for any difference and, if it is less becauseCompany is withholding payment for any reason theCompany’s reasons for withholding payment.7.5 Company may withhold all or part of any payment toContractor without payment of interest for any of the followingcauses:(a) if any payment claim is not supported by thedocumentation specified in the Contract;(b) in respect of Goods/Services or any part thereof thatis not in accordance with the Contract;(c) in respect of any breach by Contractor of thisContract; and(d) in respect of any item in any payment claim disputedby Company.7.6 Company is entitled to deduct from any monies due to theContractor any monies due from the Contractor to theCompany under the Contract or any other contract. If anydispute connected with the Contract exists between theParties, the Company may set off an appropriate sum fromany monies due.7.7 Company shall pay to Contractor or Contractor shall pay toCompany (as the case may be) the amount stated in thepayment schedule as payable to the Contractor or theCompany within thirty (30) days after the date of delivery of avalid payment claim under the Contract.7.8 If sums payable are overdue, the recipient is entitled but notobliged to charge interest at a rate of two (2) per cent abovethe base rate from time to time offered by the CommonwealthBank on the overdue amount, payable immediately ondemand.7.9 Where under the Contract a Party is obliged to pay the otherParty an amount calculated by reference to an agreed rate oran agreed lump sum, unless the agreed rate or lump sum isexpressed to include GST, the Party shall pay the aggregateof:(a) the amount calculated by reference to the agreedrate or the agreed lump sum (as the case may be)(“Agreed Amount”); and(b) GST (if any) payable on the taxable supply inrespect of which the Agreed Amount is payable.7.10 Where under the Contract a Party is obliged to pay an amountcalculated by reference to the cost, expense, loss or otherliability suffered or incurred by that other Party (“ReimbursableLiability”) the Party shall pay the aggregate of:(a) the Reimbursable Liability net of input tax creditsavailable to the other Party in respect of theReimbursable Liability; and(b) GST (if any) payable on the taxable supply inrespect of which the Reimbursable Liability ispayable.7.11 Contractor shall be liable for all Taxes arising in connectionwith this Contract or any payment under this Contract.Contractor shall indemnify and hold Company harmless fromand against all taxes and brokerage fees assessed or leviedagainst Company in respect of any item of equipment providedby Contractor for the purposes of the Contract.8 REMEDIES8.1 Contractor must, as directed by Company, promptly repair,replace or re-supply any Goods and/or any Deliverable, or reperformany Services, which are found to be defective orotherwise not in accordance with the Contract in the 12months commencing on the date of Acceptance or completionof the Services (including removal, reinstallation, access,shipping and labour costs) at no cost to Company. IfContractor fails after reasonable notice to comply withCompany’s direction, Company may take such action as itconsiders appropriate to overcome the defect or noncomplianceand all costs incurred by Company in taking suchaction will immediately become due and payable by Contractorto Company on demand, and any such action will not void oraffect the warranties given by Contractor under this Contractnot constitute a waiver of any other rights or remediesCompany may have under the Contract.8.2 The rights and remedies in this Clause 8 are in addition to andwithout prejudice to Company’s other rights and remedies inlaw, equity and/or under the Contract.9 INTELLECTUAL PROPERTY9.1 Contractor indemnifies, defends and holds harmless CompanyGroup from any Claims for infringement or breach of anyIntellectual Property rights relating to the use or supply of theGoods/Services or the Deliverables.9.2 To the extent that it is applicable, each Party grants to theother a royalty-free, non-exclusive, non-transferable right touse Background Intellectual Property for purposes ofperforming their obligations under the Contract.9.3 All Intellectual Property in Company Provided Information shallremain owned by Company and Contractor shall ensure thatthe originals and all copies (if any) shall be returned toCompany on completion of the Services and Contractor andContractor’s Personnel shall, if required, certify that none havebeen retained.9.4 On creation all New Intellectual Property vests in Company. Ifownership of any New Intellectual Property does notautomatically vest in Company by operation of this Clause,Contractor is obliged to assign all right, title and interest in theNew Intellectual Property to Company.9.5 Company grants Contractor a royalty free, non-exclusive, nontransferablelicence to use the New Intellectual Property forthe sole purpose of performing its obligations under theContract.Version 1.1 Page 4 of 7
PURCHASE ORDER TERMS & CONDITIONS – SUPPLY OF GOODSAND/OR SERVICES10 CONFIDENTIALITY10.1 Any information disclosed by or on behalf of Company toContractor in connection with the Contract is to be treated asconfidential by Contractor Group and used only for theprovision of the Goods or the performance of the Services.Contractor will not make use of Company’s name or publishany matter relating to the Contract without Company’s priorwritten consent. Contractor may disclose confidentialinformation to the extent such disclosure is required underapplicable Legislation.10.2 The provisions of Clause 10.1 shall not apply to anyconfidential information that Contractor can show:(a) is in the public domain in substantially the same formand combination as that in which it was disclosed toContractor (other than as a result of a breach of thisContract);(b) is or was lawfully received from a third party notunder an obligation of confidentiality with respectthereto;(c) is required to be disclosed under operation ofLegislation, by court order or by a regulatory body ofcompetent jurisdiction (but then only to the extentand for the purpose of the required disclosure);(d) is approved for disclosure in writing by Company; or(e) was developed independently of and withoutreference to confidential information disclosed byCompany.10.3 Contractor shall, and shall procure that all persons to whom ithas disclosed confidential information shall, at Contractor’sexpense, within seven (7) days of receipt of a written demandfrom Company:(a) return to Company all original and copy documentscontaining confidential information or relating to thenegotiations or discussions about the Contract(whether or not in possession of Contractor); and(b) destroy all original and copy documents containinganalysis, studies, compilation and other materialsderived from the confidential information.11 INDEMNITIES11.1 Contractor indemnifies, defends and hold harmless CompanyGroup from and against, all Claims in respect of:(a) loss of or damage to property of Contractor Groupwhether owned, hired, leased or otherwise providedby Contractor Group; and(b) personal injury including death or disease to anyperson employed by Contractor Group.11.2 Company indemnifies, defends and hold harmless ContractorGroup from and against, all Claims in respect of:(a) loss of or damage to property of Company Groupwhether owned, hired, leased or otherwise providedby Company Group (but excluding Goods suppliedunder this Contract); and(b) personal injury including death or disease to anyperson employed by the Company Group.11.3 Contractor indemnifies, defends and holds harmless CompanyGroup from and against all Claims, irrespective of fault, inrespect of injury to or sickness, disease or death of any ThirdParty and loss of or damage to any property of any Third Partyarising out of the negligence or breach of duty (statutory,contractual or otherwise) of the Contractor.11.4 Notwithstanding any provision to the contrary in the Contract(with the exception of any liquidated damages and anypredetermined termination fees), Company indemnifies,defends and hold harmless Contractor Group from Company’sown Consequential Loss and Contractor indemnifies, defendsand holds harmless Company Group from Contractor Group’sown Consequential Loss, relating to, arising from or inconnection with the performance or non-performance of theContract.11.5 Subject to clause 11.4, Contractor indemnifies, defends andholds harmless Company from and against, all Claims inrespect of direct loss or damage suffered by Company arisingout of the supply of Goods or Services or the failure to supplythe Goods or Services in accordance with the Contract.11.6 All exclusions and indemnities given under this Clause 11,apply irrespective of whether any Claim is made in tort, undercontract or otherwise at law and apply irrespective of causeand notwithstanding the negligence (including grossnegligence) or breach of duty (whether statutory or otherwise)of the indemnified party or any other entity or party.12 INSURANCE12.1 Contractor shall effect and maintain throughout thecontinuance of this Contract, insurance policies which shallinclude but not be limited to the minimum types and amountsspecified in Clause 12.6. Contractor shall bear any and allexcesses, deductibles or franchises incorporated therein.12.2 All legal liability policies required under Clause 12.1 shall:(a) contain an agreement from the insurers to waivetheir rights of subrogation against Company Group;and(b) provide that Company is given not less than thirty(30) days notice of cancellation or material change tocover.The provisions of this Clause 12 in no way limit the liability ofContractor under the Contract.12.3 Contractor shall provide Company with a certificate ofinsurance endorsed by Contractor's insurers or brokers foreach of the insurances referred to in Clause 12.6 within five (5)days of issue of the PO. Failure to provide such a certificatemay be taken by Company as conclusive evidence thatContractor has failed to meet its obligations to provide therequired insurance cover under this Contract.12.4 If any policy is cancelled or if there is a material change whichmay affect Company's interest or if Contractor shall fail toeffect or maintain any policy which it is required by thisContract to effect and maintain, Company may at its solediscretion effect and maintain any such insurance or additionalinsurance as Company shall consider necessary and recoverthe cost from Contractor.12.5 Contractor will take all reasonable measures to protectCompany from Claims. Where any Claim is material,Contractor must immediately notify Company in writing.Company retains the right but not the obligation to givereasonable directions to Contractor as to what measures to betaken.12.6 The insurances referred to in Clause 12.1 are:(a) worker's compensation insurance to the full extentrequired by all Legislation; andVersion 1.1 Page 5 of 7(b)(c)employer’s liability insurance of not less than theamount stated in the PO per occurrence or series ofoccurrences arising from the one event; andwhere any Goods are to be supplied as part of theContract, product liability insurance for an amount inrespect of any one occurrence not less than theamount stated in the PO. The policy must coverContractor, all sub-contractors and their respectiveemployees and agents in respect of liability to eachother and to third parties for death or injury ordamage to property other than the Goods.Contractor indemnifies the Company against anysuch liability; and
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