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PURCHASING Terms
GENERAL TERMS & CONDITIONS OF PURCHASE FOR SUPPLIERS

The Purchasing Terms and Conditions stipulated below are provided for our ‘Suppliers’ to follow on the receipt of an AKS Industries Pty Ltd ‘Purchase Order’. If you have not been provided with an official AKS ‘Purchase Order’, please request one from our Purchasing Department.

ALL ISSUED PURCHASE ORDERS ARE SUBJECT TO THE FOLLOWING CONDITIONS

1. ACCEPTANCE

  • 1.1 The purchase order is issued by the company identified (the “Buyer”) for the purchase of goods (the “Goods) or services (the “Services”) from the company to whom the purchase order is addressed (the “Supplier”). It is supplied together with the following terms and conditions (the “Terms).
  • 1.2 The Supplier must check the items listed on the purchase order and confirm they meet the expected order or supplied quotation. Where a difference in price, quantity or description exists, the issued purchase order will prevail. The Supplier should note any discrepancies to the Buyer immediately upon receipt of the purchase order. Otherwise condition 3.1 is enacted and the order as listed on the purchase order is deemed accepted.
  • 1.3 The purchase order is deemed to be accepted by the Seller upon the first of the following to occur: (a) the Seller making, signing or delivering to the Buyer a written confirmation of the purchase order; (b) any performance by the Seller under the purchase order; or (c) the passage of ten (10) days from the receipt of the Seller’s order without written notice from the Seller the order is not accepted.
2.SUPPLY AND DELIVERY
  • 2.1 Supplier’s Obligations:
    • 2.1.1 The Supplier must supply the Goods to the Seller to the delivery location by the delivery date noted on the purchase order.
    • 2.1.2 If the Supplier cannot supply the goods as ordered in full by the specified delivery date, the Buyer may terminate the order and the Supplier shall indemnify the Buyer against any losses, damages and reasonable costs and expenses attributable to the Supplier’s failure to deliver.
3.INSPECTION AND TESTING
  • 3.1 The Buyer reserves the right to test or inspect the Goods after delivery. The Buyer, at its sole discretion, may reject all or any portion of the Goods if it determines the Goods are defective or non-conforming to the standards or specifications required by the purchase order.
  • 3.2If the Buyer requires replacement of the Goods due to rejection in 3.1, the Supplier shall replace the Goods at no additional cost to the Buyer
  • 3.3 If the Supplier fails to deliver the replacement Goods in a timely manner, the Buyer may replace them with goods from a third party and charge the Supplier the cost thereof and terminate the order.
  • 3.4 The Buyer reserves the right to test or inspect as per 3.1, any replacement goods provided under 3.2
4.WARRANTY
  • 4.1 The Supplier warrants to the Buyer that for a period of twelve (12) months from the date of delivery and acceptance at the Buyer’s premises, all Goods, Services or Goods furnished in connection with Services will: (a) be new and free from any defects in workmanship, material and design; (b) confirm to applicable standards and specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party’s intellectual property rights
  • 4.2 If the Buyer gives the Supplier notice of any non-compliance, the Supplier shall, at their own expense, promptly replace or repair the non-conforming Goods or Services.
  • 4.3 If the Buyer is required to visit any site to repair/replace faulty equipment due to the Seller not being able to attend with onsite support, the Buyer reserves the right to charge the Supplier $135.00 per hour plus travel time to rectify the fault.
5.PRICE AND PAYMENT TERMS
  • 5.1 The price of the Goods or Services will be listed on the issued purchase order. The Supplier shall invoice the Buyer for the order within thirty (30) days from the delivery date. Unless otherwise stated and agreed to in the order, The Buyer will pay the Supplier within accepted trading terms once a properly issued invoice has been received, except for any amounts disputed by the Buyer.
  • 5.2 The parties shall seek to resolve any disputes in good faith and in good time.
  • 5.3 The Seller shall continue to perform any obligations under orders notwithstanding any dispute. Without prejudice to any other right or remedy, The Buyer reserves the right to set-off in respect of any claims against the Seller.
  • 5.4 Payment of an invoice is not to be taken as evidence that the Goods have been supplied in accordance with the Agreement but must be taken only as payment on account.
6.CHANGE ORDER
  • 6.1 The Buyer may, initiate changes by issuing the Supplier with written notices that alter, add to, or deduct from the Goods and Services. The Supplier will promptly company with the terms and any change.
7.TERMINATION
  • 7.1 The Buyer may terminate the Agreement with immediate effect (or with effect from a specified date) by giving notice in writing to the Supplier if the Supplier: (a) fails to provide the Goods in accordance with the agreement; (b) breaches any provision of the Agreement and, where that breach is capable of remedy, fails to remedy the breach with ten (10) Business Days after receiving written notice requiring it to do so (or such later date as may be specified in that notice); (c) breaches any provision of the Agreement that is not capable of remedy; (d) or any of its Personnel involved in the supply of the Goods commits fraud, dishonesty or any other serious misconduct; (e) commits any act or does anything that may be prejudicial or otherwise detrimental to the reputation of the State; or (f) suffers from an insolvency event.
  • 7.2 If the Buyer terminates the Order for any reason, the Supplier’s sole and exclusive remedy is payment any the Goods and Services received and accepted by the Buyer prior to the termination
8.INSURANCE
  • 8.1 The Supplier must obtain and maintain insurance cover, at the time of delivery of the goods, sufficient to cover any loss or costs that may be incurred and for which the Supplier may be liable in connection with the Agreement, including product liability insurance to the value specified in the Purchase Order, or, if no value is specified, to the value sufficient to cover any loss or costs that may be incurred; public liability insurance and; workers compensation insurance in compliance with applicable laws of each jurisdiction affected by the Purchase Order.
  • 8.2 On request, the Supplier must, within ten (10) business days, provide the Buyer with evidence of the currency of any insurance it is required to obtain.
9.CONFIDENTIAL INFORMATION
  • 9.1 All information supplied by a party to the other party will be treated as confidential except to the extent that it becomes public knowledge and will not be disclosed to a third party without the prior written consent of the party who originally supplied the information, or as required by law. Upon the Buyer’s request, the Supplier shall promptly return all documents and other materials received from the Buyer.

10.TITLE AND RISK

  • 10.1 Title in the Goods will pass to the Buyer upon acceptance of the Goods. Risk in the Goods will pass to the Supplier when the Goods are delivered and accepted by the Buyer.
11.IINDEMNITY
  • 11.1 The Supplier indemnifies, and will at all times keep the Buyer and each of its Personnel indemnified, against any and all liabilities, losses, damages, costs and expenses (including all legal and settlement costs determined on a full indemnity basis) or compensation arising out or, or in any way in connection with, any: (a) personal injury, including sickness and death; (b) property damage: (c) breach of an obligation of confidence or privacy; (d) fraudulent acts or omissions; (e) infringement or alleged infringement of the intellectual property rights or any other rights of any person, including any third party.
12.TAXES
  • 12.1 Unless otherwise expressly stated on the Purchase Order, all prices are exclusive of GST, and the Seller is responsible for, and required to pay, all federal, state, and local taxes. No sales tax or other tax shall be added when a valid tax exemption is indicated on the face of this Purchase Order by the Buyer.
13.FORCE MAJURE
  • 13.1 Neither party shall be liable to the other party for any delay or failure in performing its obligations under the Purchase Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party (Force Majeure Event”). If a Force Majeure Event prevents the Supplier from performance of a continuous period of more than fifteen (15) business days, the Buyer may terminate this Purchase Order immediately by giving written notice to the Supplier.
14.ENTIRE UNDERSTANDING
  • 14.1 In the event and to the extent of any inconsistency between these General Conditions for the supply of the goods and the Purchase Order, the General Conditions will prevail to the extent of the inconsistency. If the inconsistency remains incapable of resolution by reading down, the inconsistent provisions will be severed from the Purchase Order without otherwise diminishing the remaining provisions of the Purchase Order.
  • 14.2 This Agreement contains everything the parties have agreed in relation to the Goods. No party can rely on an earlier written document or anything said or done by or on behalf of another party before this Agreement was executed.
15.RELATIONSHIP OF THE PARTIES
  • 15.1 The Supplier is an independent company to the Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship.
16.SURVIVAL
  • 16.1 Provisions of this Purchase Order which by their nature should apply beyond the termination or expiry of the Agreement or the completion of the provision of Goods will remain in effect for a period of two (2) years and may be enforced at any time.
17.GENERAL
  • 17.1 This Agreement is governed by and is to be construed in accordance with the Laws. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria and any courts which have the jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
  • 17.2The Agreement may only be varied or replaced by a written document executed by both parties.
  • 17.3 A waiver of any right, power or remedy under the Agreement must be in writing and signed by the party granting it. The fact that a party fails to do, or delays in doing, something the party is entitled to do under the Agreement does not amount to a waiver.
  • 17.4Any provision of the Agreement which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, and, if that is not possible, the provision will, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions.
  • 17.5 A party may not assign any right under the Agreement without the prior written consent of the other party. The Supplier will be responsible for acts and omissions of any assignee.
18.DEFINITIONS
    Unless otherwise inconsistent with the context:
  • 18.1 Agreement means the agreement between the Supplier and the Buyer for the supply of Goods as constituted by these Conditions of Purchase.
  • 18.2Business Day means a day which is not a Saturday, Sunday or Public Holiday (being a public holiday appointed as such under the Public Holidays Act 1993 (Vic) in Victoria.
  • 18.3 Buyer means Protex Water Pty Ltd (ACN 674 186 120) and its affiliated Entities and Companies.
  • 18.4 Delivery Date means the date by which the goods should be delivered by the Supplier, as specified in the Purchase Order.
  • 18.5Delivery Location means the address or location to which the goods are to be delivered, as specified in the Purchase Order.
  • 18.6 Goods means the goods specified in the Purchase Order and as provided under this Agreement.
  • 18.7 Insolvency Event means, in relation to the Supplier, any of the following; (a) anything that reasonable indicates that there is a significant risk the Supplier is or will become unable to pay debts as they fall; (b) a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the Supplier or ay of its assets, or; (c) the Supplier ceasing, or indicating that it is about to cease, carrying on business.
  • 18.8 Personnel of a party includes the officers, employees, agents, contractors and sub-contractors of that party.
  • 18.9 Purchase Order means any form of order or purchase issues by the Buyer for the supply of the Goods, made under or incorporating these General Conditions for the supply of goods.
  • 18.10 State means the Crown in right in the Sate of Victoria.
  • 18.11 Supplier means the entity supply the Goods under the Agreement.

Contact our Purchasing Department or more information by using our Supplier Contact form.

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