Purchasing Terms and Conditions
STANDARD CONDITIONS FOR GOODS
The Royal Flying Doctor Service Purchase Order Conditions lists the conditions that a Vendor must accept without reservation before they can be awarded a Purchase Order by the Royal Flying Doctor Service.
(a) This Purchase Order form together with all other documents attached or incorporated by reference (the Purchase Order Documents) constitutes the entire contract for the purchase of materials or the performance of services, and supersedes all previous arrangements, correspondence, tenders, representations, proposals, understandings and communications whether oral or written.
(b) If there is any ambiguity, discrepancy, inconsistency or conflict between any of the Purchase Order Documents then, unless otherwise stated and to the extent of the inconsistency only, the Purchase Order form and these Terms and Conditions prevail over any specification, instruction, drawing or other document and the written word over any drawing, diagram or chart.
(c) Where the Purchase Order is related (by reference to its number) to a Term Agreement or other Contract, the provisions of the Term Agreement shall prevail if there is any conflict between the provisions of the Term Agreement and those of the Purchase Order.
(d) The Supplier agrees to sell and deliver or install as the case may be, the materials at the prices specified in the Purchase Order (Materials).
The Vendor agrees to provide the Services at the rates or prices specified in the Purchase Order (Services).
3. ASSIGNMENT AND SUBCONTRACTING
The Vendor shall not assign this Purchase Order nor sublet the performance of any obligations hereunder without prior written consent of the Royal Flying Doctor Service.
Notwithstanding any approval to assign or subcontract, the Vendor is liable to the Royal Flying Doctor Service for any act, default or omission of the subcontractor assignee as fully as if it were the act, default or omission of the Vendor.
4. TITLE AND PROPERTY
The Vendor warrants that it is entitled to deal in the materials which at the time of delivery are free from all liens, charges and encumbrances of whatsoever kind.
Property and risk in the materials shall pass on physical delivery to and acceptance by the Royal Flying Doctor Service subject to the Royal Flying Doctor Service's right to reject the materials for cause, whereupon the Vendor shall bear the risk of loss from the time such rejection is communicated to the Supplier and the cost of re-delivery.
The Vendor warrants that the materials are of merchantable quality and are fit for the purpose intended and are free from any latent or apparent defect in material or workmanship and do not infringe any patent, copyright, trademark, or other proprietary right of a third party.
If any defect attributable to the design (other than a design furnished by the Royal Flying Doctor Service), workmanship or operating characteristics of the materials arises at any time up to the later of: twelve (12) months from the date when the materials are first put into operation; or
twenty four (24) months from the date of delivery of the materials;
The Vendor shall at its own expense and as quickly as possible, make such alterations, repairs and replacement, as may be necessary to cause the materials to comply with the Purchase Order.
If any defect is not replaced in a reasonable time, the Royal Flying Doctor Service may repair or replace the defective item/s and the cost thereof shall be a debt due and owing by the Supplier to the Royal Flying Doctor Service.
Where the Vendor obtains any warranties or guarantees not specified in the Purchase Order or where any warranties or guarantees extend beyond the warranty period in this clause, the Vendor shall ensure that the Royal Flying Doctor Service shall have the benefit of such warranties or guarantees.
In the event of any remedial work a new warranty will apply to such work for a period of twelve (12) months from its completion or until the expiry of the normal warranty period, whichever is the later.
The Vendor indemnifies the Royal Flying Doctor Service and its respective officers, employees and agents against all claims, losses, actions, damages, costs, (including legal costs) and whatsoever arising from:
personal injury (including death) to, or illness of any person; or
loss of or damage to, or loss of use of any property arising real or personal including, but not limited to, the property of the Royal Flying Doctor Service; or
any breach or alleged breach of any patent, registered design, trade mark, or copyright in respect of the materials or in connection with the performance of the Vendor or its obligations under the Purchase Order to the extent caused by any negligent act or omission by the Supplier, its subcontractors, their respective officers, employees or agents arising out of or in connection with the supply of materials or services or by any failure of the materials or services to comply with the Purchase Order.
The provisions of this Clause will survive the termination of the Purchase Order.
7. LIMITATION OF LIABILITY
The Royal Flying Doctor Service and the Vendor are not liable to each other for any loss of production opportunity, revenue or profit suffered by the other arising out of or in relation to the Purchase Order except to the extent for the indemnity granted under Clause 8 (c).
8. FORCE MAJEURE
If a party hereto is prevented from performing its obligations hereunder due to circumstances or events beyond its reasonable control, the performance of the effected obligation may be delayed for the period of the event of Force Majeure.
If such period continues for more that seven (7) days, this Purchase Order may be terminated by written notice by the Royal Flying Doctor Service.
In such event, the Royal Flying Doctor Service shall be entitled to payment of all costs incurred in the satisfaction of the Purchase Order up to the date of such termination, subject to verification of such costs by the Royal Flying Doctor Service
All data, plans, reports, specifications and any other information provided to the Supplier by the Royal Flying Doctor Service for the purpose of providing the materials or services or generated by the Supplier as a result of the Services are the sole property of the Royal Flying Doctor Service and shall be treated as and held strictly confidential by the Vendor, it's employees, agents or subcontractors and shall not be disclosed to any third party unless authorised by the Royal Flying Doctor Service in writing.
The Royal Flying Doctor Service may at any time issue a written instruction requiring additions, deletions or changes in the materials or service or in the arrangement of transportation of the materials;
The Supplier shall immediately comply with such instruction, and within thirty (30) days after the date of the instruction submit its costs and advise as to whether there will be an impact on the schedule or delivery date, for such change for the Royal Flying Doctor Service's review and agreement or otherwise.
Once the cost of a change has been accepted by the Royal Flying Doctor Service, the Royal Flying Doctor Service shall issue a Change Order.
The Vendor shall not be entitled to invoice for any changes until such time as a Change Order is issued by the Royal Flying Doctor Service to Supplier.
The prices specified for the materials or services in the Purchase Order shall remain fixed and firm for the term hereof.
12. GOODS & SERVICES Tax
The supplier shall provide an invoice which clearly and separately identifies exactly what the GST component is of the total invoiced amount in relation to the goods and services provided under the contract.
The Vendor shall submit to the Royal Flying Doctor Service invoices (in the currency specified in the Purchase Order) in respect to the materials delivered or the services provided to the Royal Flying Doctor Service within ten (10) days after the complete delivery of the materials or the performance of the services.
Unless otherwise stated in the Purchase Order, payment shall be 100% net thirty (30) days from the end of the month in which the invoice was raised by the Royal Flying Doctor Service.
If the Royal Flying Doctor Service disputes any part of an invoice, it shall specify the reasons therefore and shall pay the undisputed portion thereof within the thirty (30) day period.
Upon satisfactory resolution of any disputed invoice, the Royal Flying Doctor Service shall pay the agreed amount within seven (7) days of the date of settlement.
If expressly stated in the Purchase Order, the Royal Flying Doctor Service may retain the percentage of Purchase Order value specified as cash retention against the receipt of all mechanical catalogues, material or supplier data, final arrangement drawings, detailed certified drawings, certification certificates or any other data or information required by the Purchase Order.
All materials and services shall comply with the latest of any standard or codes cited in the Purchase Order, unless any specific revision of a Standard or Code is expressly specified in the Purchase Order.
15. PLANS, SPECIFICATIONS AND REPORTS
The Vendor shall furnish all engineering and other data in accordance with and within time stated in the Purchase Order.
Design or progress reviews may be conducted at any reasonable time by the Royal Flying Doctor Service at the Supplierís premises or at the premises of any subcontractor.
The review and/or endorsement of any drawings or data by the Royal Flying Doctor Service shall not relieve the Vendor of responsibility for full observance and compliance with the Purchase Order.
The Vendor shall provide the Royal Flying Doctor Service upon request with a detailed program and schedule for the supply and delivery of materials or services and all other activities under the Purchase Order.
The Vendor shall provide the Royal Flying Doctor Service upon request with a regular progress report with the information and in the format required by the Royal Flying Doctor Service.
Each item of the materials shall be properly packaged and packed for shipment, and no packaging, packing, crating or other costs will be allowed unless specified in the Purchase Order.
Should the Purchase Order provide for a particular type, method or design of packaging or crating the Vendor shall be deemed to have made allowances for the costs thereof.
17. INSPECTION AND EXPEDITING
(a) Representatives of the Royal Flying Doctor Service are entitled to expedite, inspect and witness tests on the materials at the Vendor's or its sub-contractors premises;
The Vendor shall allow access at any time to the Vendorís or its sub-contractors premises for this purpose.
The Vendor shall make this access a condition of any subcontract.
(b) Inspection will not in any way affect the Vendors obligations or the Royal Flying Doctor Service's rights in connection with the materials or services.
On request, the Vendor shall provide the Royal Flying Doctor Service with unpriced copies of all Purchase Orders he has placed, and with unpriced copies of all Purchase Orders placed by his sub-contractorís relating to all materials and services.
(c) The Vendor shall notify the Royal Flying Doctor Service within a reasonable time before the date when the materials or services will be ready for inspection or tests required by the Purchase Order.
If upon inspection or testing any material is found to be over supplied, short supplied, defective or damaged, or any other non-compliance with the Purchase Order, the Vendor shall immediately resupply the material or rectify such damage, defect or other non-compliance to the Royal Flying Doctor Serviceís satisfaction.
If such damage, defect or other non-compliance is not rectified within a reasonable time, the Royal Flying Doctor Service may, at its sole discretion, either reject such materials or make good or cause to be made good such materials at the Vendorís expense.
The Vendor shall reimburse the Royal Flying Doctor Service for any amount paid by the Royal Flying Doctor Service to the Vendor for any rejected material and any cost incurred by the Royal Flying Doctor Service in connection with the rectification of the materials.
(e) Receipt of payment by the Royal Flying Doctor Service for any materials which do not comply with the Purchase Order will not constitute a waiver of any of the Royal Flying Doctor Service's rights pursuant to the Purchase Order, nor will it bind the Royal Flying Doctor Service to accept any future deliveries.
The Royal Flying Doctor Service may reject any partial delivery of any material or choose to accept such partial delivery in which case the Royal Flying Doctor Service shall only be liable for that part of the price attributable to the materials delivered or services performed.
18. INSTALLATION OF MATERIAL
(a) Should the materials require installation by the Vendor, the Vendor shall provide such installation without charge unless specified otherwise in the Purchase Order.
The Vendor shall be exclusively responsible for the acts or omissions of the installer and all payments to the installer.
The Vendor shall comply as necessary with all legislation relevant to the supply of materials or performance of services, and shall take all reasonable steps necessary to work safely in accordance with all relevant safety rules and regulations and to prevent pollution and environmental damage.
Compliance with Laws
The Vendor must at its own expense comply with all applicable laws and regulations in connection with the Purchase Order.
The Vendor is an independent contractor and not the Royal Flying Doctor Serviceís agent in any way
If any provisions of the Purchase Order are voidable and unenforceable, the provision will be severed and the rest of the Purchase Order will remain in full force and effect.
Any waiver or modification of any provision of the Purchase Order is valid only if issued in writing by the Royal Flying Doctor Service and applies to a particular occasion only, is restricted to its written terms, and does not constitute a waiver or modification of any other provision.
Applicable Law and Jurisdiction
The Purchase Order shall be governed by and construed according to the laws in force in the State of Western Australia, and any dispute shall be determined in the State's courts, and the State's courts to hear appeals there from.
The Royal Flying Doctor Service may, without prejudice to its other rights, terminate all or any part of the Purchase Order by written notice to the Vendor and the Royal Flying Doctor Service shall pay the Vendor the actual direct out-of-pocket costs attributed to the materials or services to the date of termination including the Vendor's reasonable cost to terminate any subcontract, but in no event will the total amount paid to the Vendor exceed the proportion of the aggregate total amount payable under this Purchase Order that the work actually performed bears to the entire work to be performed.
If the Vendor defaults in, or breaches any of its obligations pursuant to the Purchase Order, and following notice from the Royal Flying Doctor Service, fails to rectify such default or breach within a reasonable time there-after, then the Royal Flying Doctor Service may at its discretion and without prejudice to any of its other rights reject any undelivered materials or services and terminate all or any part of the Purchase Order.
If the Vendor passes a resolution that it be wound up or suffers a winding up order to be made against it, or becomes insolvent or bankrupt, or enters into a compromise with its creditors or any class of them or suffers a receiver, manager or liquidator to be appointed, or carries on business under a receiver or manager or liquidator, then the Royal Flying Doctor Service may terminate the Purchase Order for default in accordance with Clause 5 (b).
Termination does not relieve the Royal Flying Doctor Service or Vendor of their respective obligations as to any unterminated part of the Purchase Order.
Upon receipt of a notice of termination, the Vendor must stop work to the extent specified in the notice and take any other action necessary or as the Royal Flying Doctor Service may direct for the transfer, protection and preservation of property and contract rights related to the materials or services.
The Vendor must use its best endeavours to minimise the costs of termination to the Royal Flying Doctor Service.
In the event of any termination, the Royal Flying Doctor Service is not liable to pay any damages, compensation or reimbursement for any work performed or expense incurred by the Vendor after the date of termination or any cost, charge or expense of any kind, or loss of profit or other economic loss arising from or consequential upon such termination.
Time is of the essence in respect of this Purchase Order so far as it is related to the obligations and undertaking of the Supplier.
(b) If at any time it appears that the Vendor will not be able to meet its obligations in accordance with the time specified in the Purchase Order, the Supplier shall immediately notify the Royal Flying Doctor Service indicating the best time schedule possible. The Royal Flying Doctor Service may, without prejudice to any other rights, terminate all or any part of the Purchase Order in accordance with the applicable provisions of Clause 5.