1 EXECUTED CONTRACT TAKES PRECEDENCE
If a separate contract covering the supply of the Goods or the performance of the Services has been or is subsequently executed by the parties, that executed contract will take precedence over and apply to the exclusion of this Purchase Order Contract.
2 DEEMED ACCEPTANCE
The Supplier is deemed to have accepted the terms of this Purchaser Order Contract by commencing to supply the Goods or perform the Services. For the avoidance of doubt acceptance of this Purchase Order Contract by the Supplier which incorporates limitations on or additions or modifications to these terms and conditions does not constitute a counter offer by the Supplier and is an acceptance of these terms and conditions which shall apply exclusively.
3 SUPPLIER'S PRIMARY OBLIGATIONS
The Supplier must provide the Goods and perform the Services in accordance with the Purchase Order Contract and all legislative requirements.
The Supplier warrants that:
(a) the Goods will be fit for the purpose for which they are intended;
(b) the Services will be performed in a good and workmanlike manner;
(c) it will at all times be suitably qualified and experienced in relation to the provision of the Goods and Services; and
(d) it will at all times exercise due skill, care and diligence in the provision of the Goods and Services.
The Supplier indemnifies, and will keep indemnified, the Purchaser from all loss and damage that the Purchaser may suffer by reason of a breach of warranty by the Supplier.
The Supplier does not have any exclusive right to supply the Purchaser with goods, which are of a similar or identical nature to the Goods, or with services, which are of a similar or identical nature to the Services.
4 DELIVERY AND ACCEPTANCE
The Supplier must deliver the Goods by the date for delivery to the place for delivery, or if no such date or place is specified, as directed by the Purchaser. The Purchaser is not obliged to receive any Goods earlier than the date for delivery.
If the Goods or Services are not provided in accordance with the Purchase Order Contract, the Purchaser may accept the Goods or Services at a reduced cost or decline to accept the Goods or Services.
5 WARRANTY PERIOD
Subject to the Purchaser's rights at law, including the Australian Consumer Law, the Supplier must if a Defect arises during the Warranty Period, at its own expense, repair or replace any Defective Item within the time stated by the Purchaser or, if no time is stated, within a reasonable time. If the Defective Item is not repaired or replaced within that time, the Purchaser may engage others to repair or replace the Defective Item and the reasonable costs incurred by the Purchaser shall be a debt due from the Supplier to the Purchaser.
6 RISK, TITLE AND INDEMNITIES
Property in an Item passes to the Purchaser on delivery in accordance with this Purchase Order Contract. Risk in an Item remains with the Supplier until the expiration of 7 days following the delivery of an Item unless, within 7 days following delivery, the Purchaser advises of non acceptance of an Item in which case risk in that Item remains with the Supplier. The Supplier indemnifies, and will keep indemnified, the Purchaser in respect of any claim made against the Purchaser as a result of or in any way connected with the provision of the Goods and/or Services. The Supplier's liability pursuant to this indemnity will be reduced proportionately to the extent that the Purchaser, or any person for whom the Purchaser is responsible, has contributed to the loss.
7 PRICE, INVOICING AND PAYMENT
The Purchaser must pay the contract sum in accordance with the Purchase Order Contract. Unless otherwise agreed in writing, payment terms are 100% net cash 30 days from the end of the month following receipt by the Purchaser of a valid tax invoice which references the relevant Purchase Order number. Payments will be made by electronic funds transfer.
The Purchaser may terminate all or any part of the Purchase Order Contract by giving notice to the Supplier at any time prior to final delivery of the Goods or performance of the Services. If the Purchase Order Contract is so terminated, the Supplier will cease performance of the Purchase Order Contract and the Purchaser will (as its sole liability in the event of such termination) reimburse the Supplier its reasonable costs up to the date of termination, provided that the Supplier is not paid in total, in connection with the Purchase Order Contract, more than the contract sum.
The Purchaser may cancel the Purchase Order Contract, without liability to the Supplier, by giving notice to the Supplier at any time if the Supplier: (a) is made bankrupt or is placed under official management or a receiver, liquidator or administrator is appointed to it or it has a winding up order made against it; or (b) is in breach of the Purchase Order Contract.
9 GENERAL AND INTERPRETATION
The Supplier will not without the prior written consent of the Purchaser advertise or announce or allow to be advertised that the Goods or Services have been or will be supplied.
The Purchase Order Contract is governed by and to be construed in accordance with the laws of Victoria.
Subject to clause 1 of these terms and conditions, the Purchase Order Contract constitutes the entire agreement between the Purchaser and the Supplier as to its subject matter and supersedes any prior understanding or agreement between the parties and any of the Supplier’s terms and conditions.
In the Purchase Order Contract, except where the context otherwise requires:
Purchaser means Australia Pacific Airports (Melbourne) Pty Ltd (ABN 62 076 999 114);
Purchase Order means the section of this Purchase Order Contract described as such;
Purchase Order Contract means the agreement between the Purchaser and the Supplier and comprises the Purchase Order and these terms and conditions;
contract sum means the lump sum specified in the Purchase Order;
date for delivery means the date or dates stated in the Purchase Order for delivery of an Item or Items;
Defect means any defect non-conformance or Item that is not in accordance with the Contract;
Defective Item means an Item that it subject to a Defect;
Goods means the goods to be supplied by the Supplier as described in a Purchase Order;
Item means one or more items which form part of the Goods;
legislative requirements includes Acts, regulations, by-laws and requirements of any authority having jurisdiction in connection with the supplying or delivering of the Goods or in carrying out the Services;
place for delivery means the place stated in the Purchase Order for delivery of an Item or Items;
Services means the services to be supplied by the Supplier as described in the Purchase Order;
Supplier means the Supplier described in the Purchase Order; and
Warranty Period means the period of 12 months commencing at the expiration of 7 days following delivery of an Item, and like words have a corresponding meaning.