1.1 In consideration of payment of the Price by ISBUZZ, the Contractor must supply to ISBUZZ the Goods and/or perform the Services in accordance with the Purchase Order (which includes these Purchase Order Terms and Conditions).
1.2 To the extent the Contractor’s terms and conditions are supplied with the Goods or Services (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 this Purchase Order (even if any of representative of ISBUZZ signs those terms and conditions or annexes the terms and conditions to this Purchase Order).
1.4 The Contractor must, in supplying the Goods or performing the Services:
a.not interfere with ISBUZZ’s activities or the activities of any other person at the Registered Address;
b.be aware of and comply with and ensure that the Contractor’s employees, agents and contractors (collectively, ‘the Company Personnel’) are aware of and comply with:
i.all applicable Laws;
ii.all policies of ISBUZZ but only to the extent that are relevant to the supply of the Goods or the performance of the Services;
iii.all lawful directions and orders given by ISBUZZ’s representative;
c.ensure that the Company Personnel entering ISBUZZ’s premises act in a safe manner, and are suitably qualified for, and skilled in, the performance of their tasks; a
d.ensure that the Company Personnel are of such character as not to prejudice:
i.ISBUZZ’s working practices;
ii.safety and care of property;
iii.continuity of work; and
iv.a safe working environment
e.provide all such information and assistance as ISBUZZ reasonably requires;
f.on request by ISBUZZ, provide to ISBUZZ and its employees, agents and consultants any information and assistance required to identify, evaluate, implement and report on any matter required by Law, including:
i.producing written reports;
ii.recommending efficiency opportunities;
iii.collecting data; and
iv.monitoring or metering,
in respect of any thing used, produced or created in connection with the performance of the Contractor’s obligations under this Contract.
2.1 The Contractor must deliver the Goods to the Registered Address by the Delivery Date.
2.2 The Contractor must ensure that the Goods are suitably packed to avoid damage in transit or in storage.
2.3 The Contractor must ensure that packages are marked with the Purchase Order number, item number, destination, contents, quantity, date and method of dispatch and weight of each package.
3. Time for performance
The Contractor must perform the Services by the date specified in the Purchase Order.
4. Title and risk
4.1 Title in the Goods passes to ISBUZZ upon payment of the Price.
4.2 Risk in the Goods passes to ISBUZZ when the Goods are delivered to the Registered Address.
5.1 ISBUZZ must pay the Contractor the Price for the Goods and/or Services.
5.2 The Price is inclusive of all costs incurred by the Contractor in the supply of the Goods and/or performance of the Services including all charges for packing, insurance and delivery of the goods and the cost of any items used or supplied in the performance of the Services.
5.3 The Price is inclusive of all taxes and duties, except GST.
6.1 If GST is imposed on any supply made by the Contractor under or in connection with this Purchase Order, the Contractor may recover from ISBUZZ, in addition to the Price, an amount equal to the GST payable in respect of that Supply.
6.2 The Contractor must first provide ISBUZZ with a valid tax invoice before ISBUZZ will pay the GST amount to the Contractor.
7.1 Upon delivery of the Goods and/or completion of the Services, the Contractor must provide to ISBUZZ a valid tax invoice, which must include the information set out in clause 7.2.
7.2 An invoice must include the following details:
a.a reference to this Purchase Order and the relevant Contract (if any) including the line item numbers on the Purchase Order and the Contract number;
b.a detailed description of the delivered Goods or performed Services, including the date of delivery and/or period of Services in respect of which the invoice relates and the relevant quantity;
c.an individual reference number for ISBUZZ to quote with remittance of payment;
d.the Price relating to the Goods and/or Services, broken down to reflect the same Price components on the Purchase Order;
e.the amount of any applicable GST;
f.Company contact details; and
g.Company contact name.
7.3 If ISBUZZ requests, the Contractor must provide ISBUZZ with all relevant records to calculate and verify the amount set out in any Invoice. ISBUZZ is not required to approve an invoice if the Contractor has not complied with this request.
7.4 ISBUZZ is not obliged to approve an invoice submitted in accordance with clause 7.2(b), and may withhold approval and/or money due to the Contractor under this Contract if the Goods or Services (or any part of them) are Defective.
7.5 Subject to clause 7.4, ISBUZZ will pay all invoices that comply with clause 7.2 within 30 days of their generation or receipt (as the case may be), except where ISBUZZ disputes the invoice, in which case:
a.(a) ISBUZZ may withhold payment pending resolution of the dispute; and
b.(b) if the resolution of the dispute determines that ISBUZZ must pay an amount to the Contractor, ISBUZZ must pay that amount upon resolution of that dispute.
7.6 ISBUZZ may reduce any payment due to the Contractor under this Contract by any amount which the Contractor must pay ISBUZZ, including costs, charges, damages and expenses and any debts owed by the Contractor to ISBUZZ on any account whatsoever. This does not limit ISBUZZ’s right to recover those amounts in other ways.
8.1 The Goods and/or Services must match the description referred to in the Purchase Order.
8.2 If the Contractor gave ISBUZZ a sample of the Goods or a demonstration of the Services, the Goods and/or Services must be of the same nature and quality as the sample or demonstration given.
8.3 The Goods and/or Services must be fit for the purpose for which goods and/or services of the same kind are commonly supplied or bought and for any other purpose ISBUZZ specifies.
8.4 The Goods must be of merchantable quality and, unless otherwise specified in the Purchase Order, must be new.
9. Warranty period
9.1 If, during the Warranty Period, any of the Goods or Services are found to be Defective, ISBUZZ may:
a.return the Defective Goods to the Contractor;
b.reject the Defective Services;
c.repair or make good the Defective Goods; or
d.re-perform or make good the Defective Services.
9.2 The Contractor must:
a.repair or replace the Defective Goods;
b.re-perform or make good the Defective Services; or
c.reimburse ISBUZZ for any expenses incurred in repairing, reperforming or making good (as the case may be) any Defective Goods or Services,
at the Contractor’s cost, if requested to do so by ISBUZZ.
Contractor means the party identified as such in the Purchase Order.
Contractor Reference Document means a delivery document, dispatch note, time sheet, claim form or such other document which evidences the delivery of Goods or performance of Services.
Defective means Goods and/or Services (or any aspect of them) which are not in accordance with the Purchase Order or which are damaged, deficient, faulty, inadequate or incomplete.
Registered Address Delivery Date means the delivery date specified on the Purchase Order.
Goods means the goods, if any, described on the Purchase Order.
GST has the meaning given to that term under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
a.Commonwealth, State and local government legislation including regulations, by-laws, orders, awards and proclamations;
b.common law and equity;
c.Authority requirements and consents, certificates, licences, permits and approvals (including conditions in respect of those consents, certificates, licences, permits and approvals); and
d.guidelines of Authorities with which the Contractor is legally required to comply.
Purchase Order means the purchase order for Goods and/or Services issued by ISBUZZ to the Contractor from time to time containing, amongst other things, a description of the Goods and/or Services.
Price means the price set out in the Purchase Order which is exclusive of GST, but is inclusive of all other costs and charges.
Registered Address means the place for delivery of the Goods or performance of the Services as specified on the Purchase Order.
ISBUZZ means the ISBUZZ Pty Ltd or the relevant ISBuzz group entity named in the Purchaser Order.
Services means the services, if any, described on the Purchase Order.
Warranty Period means the period of 24 months commencing on the date of delivery of the Goods and/or 12 months from the date on which the Service is performed.