Terms & conditions of purchase

Definitions

Agreement means these general terms and conditions of purchase.

Confidential Information means any written or oral information of a technical, business or financial nature or which is taken by any provision of this Agreement to be Confidential Information, or which Outdoor Fabrications makes the Supplier aware is considered by Outdoor Fabrications to be confidential and proprietary, and includes all information that is personal information for the purposes of the Privacy Act 1988, but does not include information which the Supplier can establish:

  • was in the public domain when it was given to the Supplier;
  • becomes, after being given to the Supplier, part of the public domain, except through disclosure contrary to this Agreement;
  • was in the Supplier’s possession when it was given to the Supplier and had not been acquired in some other way (directly or indirectly) from Outdoor Fabrications; or
  • was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.

Corporations Act means the Corporations Act 2001, as amended.

Goods means any material, plant, item or equipment specified in the order

GST has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999.

Insolvency Event means, for a person, being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to it or any of its property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event.

Order means a Purchase Order provided by Outdoor Fabrications to the Supplier.

Premises means the place where the Goods/Services are to be provided as specified by Outdoor Fabrications.

Purchase Order means a written document provided by Outdoor Fabrications to the Supplier, outlining the Goods/Services to be purchased and the price for Goods/Services to be purchased.

Property includes every type of right, interest or thing which is legally capable of being owned and includes but is not restricted to physical Goods, equipment and real property, as well as intangibles such as intellectual property, contract options and goodwill.

RFQ means a request for quotation by Outdoor Fabrications.

Service Date means the date that the Goods/Services are to be provided to Outdoor Fabrications as specified by Outdoor Fabrications.

Services means the services purchased by Outdoor Fabrications from the Supplier as specified by Outdoor Fabrications in the Order.

Supplier means the person to whom the Purchase Order has been issued, who is supplying the Goods/Services to Outdoor Fabrications.

Supplies means Goods and Goods relating to Services, as context requires.

  1. General:

(i) These are the terms and conditions referred to in the Purchasing Policy, Procurement of Services Policy and Sub-contracting Agreements.

(ii) These terms and conditions apply to any contract entered into by Outdoor Fabrications, issuing a Purchase Order to the nominated Supplier, where that Purchase Order refers to Outdoor Fabrications terms and conditions.

Special Conditions:

  1. The contract conditions include any special conditions referred to in the Purchase Order and if any such special conditions are inconsistent with these standard conditions, the former will, to the extent of this inconsistency, prevail.

Request for Quotations and Orders:

  1. Request for Quotation (RFQ): If Outdoor Fabrications provides the Supplier with an RFQ, the RFQ shall not constitute an offer by Outdoor Fabrications and Outdoor Fabrications may withdraw or alter the RFQ without notice. All responses to RFQs provided by the Supplier and received by Outdoor Fabrications in Outdoor Fabrications’ standard form will constitute a valid quotation and offer for the supply of Goods/Services. For the avoidance of doubt, the Supplier’s Quotation does not constitute an acceptance by Outdoor Fabrications of the Supplier’s Quotation.
  2. Purchase Orders: Outdoor Fabrications may place Purchase Orders (orally or in writing) for Goods/Services. If Outdoor Fabrications does not receive notification from the Supplier that they are unable to supply the Goods/Services according to the Purchaser Order within 24 hours of receipt of the Purchaser Order, the Supplier will be deemed to have rejected the Purchaser Order and another Supplier will be sought.

Supply of Services:

  1. If Outdoor Fabrications places an order with the Supplier for Services or enters into a contract with the Supplier and the Services provided to Outdoor Fabrications, or Outdoor Fabrications makes any payment, the Supplier is taken to have accepted the supply of such Services on the terms of this Agreement.
  2. To the extent the Supplier’s terms and conditions are supplied with the Services, those terms and conditions will be of no legal effect and will not constitute part of any agreement to supply the Services.
  3. The Supplier must not, without Outdoor Fabrications consent in writing, assign whole or any part of the Services to sub-contract.
  4. If Services are agreed to by Outdoor Fabrications, the Supplier will be liable to Outdoor Fabrications for the acts and omissions of any sub-contractor as if those were the acts or omissions of the Supplier.
  5. The Supplier must deliver the Services to Outdoor Fabrications on the Service Date and in accordance with the delivery terms specified in the Order.
  6. The costs of attending the Premises in order to provide the Services will be at the Supplier’s cost unless otherwise stated in the Order.

If the Supplier does not supply the Services at the Premises on the Service Date, Outdoor Fabrications may, in addition to any other remedy:

  •    obtain those Services from another source;
  •    refuse to accept the late delivery of those Services, and will not be liable for any payment for those Services; or
  •    treat such default as a repudiation by the Supplier and accept such repudiation and terminate the agreement for the supply of those Services by notice in writing whereupon Outdoor Fabrications’ obligations to the Supplier shall terminate absolutely

Supply of Goods

  1. Minimal packaging material must be used to package goods, without compromising safe delivery. Environmentally friendly material shall be used where practicable.
  2. Delivery of Goods must be made at the time, place and in the manner specified by Outdoor Fabrications in the Purchase Order. Failure to comply with the delivery expectations specified in the Purchase Order may render costs at the Supplier’s expense. Any changes to the delivery expectations must be supplied in writing 24 hours in advance of the supply date.
  3. Either a delivery docket, packing note or invoice is to accompany all deliveries made, quoting the Purchase Order number, quantity dispatched, description of the Goods and consignment details. The acceptance of any delivery documentation shall not be evidence that Outdoor Fabrications has accepted any Goods in regards to quality or quantity.
  4. All Goods must be free from defects in materials and workmanship and at least of merchantable quality.
  5. Outdoor Fabrications can inspect the Goods at any time and reject those not in accordance with the contract, including after acceptance of Goods. The Supplier must comply with all efforts involved in the inspection of Goods, at no cost to Outdoor Fabrications
  6. If Goods are rejected by Outdoor Fabrications, the Supplier must, without prejudice to Outdoor Fabrications’ rights replace or repair the rejected Goods, without cost to Outdoor Fabrications, or remove the rejected Goods and refund any applicable payments of such Goods.

7. Outdoor Fabrications is not liable to pay for:

  • rejected Goods
  • Goods damaged by inspection or
  • costs associated with inspection or rejection.

8. The Supplier will not manufacture Goods in bulk until Outdoor Fabrications has approved the purchase of such Goods.

9. Ownership of, and risk of loss of or damage to the Goods, passes to Outdoor Fabrications upon acceptance of the delivery only.

Cancellation and Modification of Orders:

  1. Orders may be modified or cancelled by Outdoor Fabrications at any time prior to the Service Date, provided that Outdoor Fabrications will be liable for the Supplier’s reasonable costs associated with any work in progress.

Outdoor Fabrications may cancel any order where the Supplier

  • has failed to provide in whole or part by the Service Date
  • (being an individual) commits an act of bankruptcy, becomes a bankrupt, executes a deed of assignment or deed of arrangement under the Bankruptcy Act 1966 as amended or a creditor accepts a composition under that Act or any analogous overseas law or
  • (being a corporation) is the subject of a compromise or arrangement with its Creditors; in respect of property of which a receiver or a receiver and manager is appointed; in respect of which a provisional liquidator or liquidator is appointed Outdoor Fabrications can, without prejudice to any other rights and remedies it has under the contract or otherwise, terminate the contract in whole or part by notice in writing to the Supplier.

Price and Payment:

  1. Contract price for Goods/Services includes:
    1. All taxes, duties and other imposts for which the Supplier is liable
    1. All insurance costs
    1. All amounts payable for the use of patents, copyright, registered designs, trademarks and other intellectual property rights
    1. All charges for performances of Services, including those in association with the preparation of Goods.
  2. Unless otherwise stated within a Purchase Order, the Supplier will provide at their own expense all labour, materials, tools, implements, plant and all other necessary things to complete the proper performance of the Order.
  3. Unless the applicable Purchase Order states contrary, where any price is to be calculated at a rate, that rate shall be on a fixed price basis and shall not be varied due to any rise or fall in the cost of labour and/or materials or any other costs or expenses incurred by the Supplier. Prices in the Purchase Order do not apply in any other Purchase Order unless agreed otherwise in writing.
  4. Unless Outdoor Fabrications consents in writing, any Order for the provision of Goods/Services may not be invoiced at a price higher than that set out in an Order.
  5. Save in the event of breach by the Supplier of this Agreement or the delivery of   inadequate Goods/Services by the Supplier, payment for Goods/Services shall be made by Outdoor Fabrications to the Supplier no later than 30 days from the Service Date unless specified otherwise by Outdoor Fabrications.
  6. Payment will only made after the receipt of invoice which will be considered correctly rendered if it is addressed in accordance with the Purchase Order, identifies the Purchase Order number, is a tax invoice for GST purposes, is address to Outdoor Fabrications correctly, includes the Suppliers contact and ABN details and is, if considered applicable, accompanied by documentation substantiating the amount claimed.
  7. Outdoor Fabrications reserves the right to request a payment plan with payment instalments to be supplied at agreed milestones with the Supplier.
  8. In the event that the Supplier breaches this Agreement, the Supplier must refund to Outdoor Fabrications any monies paid pursuant to this Agreement within 14 days of a notification of breach.

GST:

  1. In addition to the price for the Goods/Services, Outdoor Fabrications must pay (to the Supplier) an amount equal to any GST the Supplier must pay for any Goods/Services supplied by the Supplier under this Agreement.
  2. Outdoor Fabrications must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as Outdoor Fabrications pays the price (or the corresponding first part of it if the Supplier agrees to Outdoor Fabrications paying the price by installments).
  3. The Supplier acknowledges that both Goods and Services are considered “consumer” supplies, under applicable State, Territory and Commonwealth law(s) (including, without limitation, the Competition and Consumer Act 2010)and certain statutory express and implied guarantees and warranties will be implied into this Agreement (Non- Excluded Guarantees).
  4. The Supplier acknowledges that nothing in this Agreement purports to modify or exclude the Non-Excluded Guarantees.
  5. In addition to the Non-Excluded Guarantees, the Supplier hereby agrees that the Goods/Services will be provided:
    1. in compliance with any applicable laws;
    1. to the same standard to which a prudent and experienced provider would normally provide the Goods/Services;
    1. diligently, competently, with care and skill and in a proper and professional manner; and
    1. in compliance with Outdoor Fabrications’ reasonable directions, standards, policies, procedures and methodologies notified to the Supplier by Outdoor Fabrications from time to time.
  6. the payment of the cost of having the Goods/Services supplied again.
  7. Notwithstanding clause 10.1, the Supplier is liable for all liabilities and losses incurred by Outdoor Fabrications in connection with a demand, action, arbitration or other proceeding, arising directly or indirectly as a result of or in connection with:
    1. a breach by the Supplier of any representation or warranty or guarantee provided in this Agreement or implied by law; or
    1. a breach or non-performance of any obligation of the Supplier under this Agreement, whether express or implied.
  8. The Supplier is liable for all legal costs and other expenses, on a full indemnity basis, incurred by Outdoor Fabrications in connection with matters referred to in clause 10.2.
  9. The provider of the warranties under this Agreement is the Supplier.
  10. Other than as expressly provided for in this clause 10 and subject to the limitations in clause 9, Outdoor Fabrications, its contractors and/or agents will not be liable for any loss or damage (including consequential loss or damage, which includes without limitation, loss of profit and loss of revenue) suffered in connection with the Goods/Services except in circumstances where such loss or damage is due to the gross negligence of Outdoor Fabrications, its contractors and/or agents.

Supplier Indemnity:

Subject to clauses 9 and 10, the Supplier indemnifies Outdoor Fabrications from every liability, loss, damage, cost or expense directly or indirectly incurred or suffered by Outdoor Fabrications that is caused by or contributed to by any of the following:

  • Outdoor Fabrications’ compliance with any of the Supplier’s instructions about the Goods/Services or any Goods being the subject of Services;
  • the Supplier’s or its employees’ failure (or any third party associated with its failure) to:
  1.     adequately provide safety information;
  1. comply with any relevant laws;
  1. take any reasonable precaution to detect any matters to which Outdoor Fabrications may become liable in any way (for example, under the Competition and Consumer Act); and
  • provide correct information to Outdoor Fabrications;
  • any negligence or breach of duty by the Supplier or any breach by any third party of this Agreement;
  • any workmanship or procedure performed by the Supplier or a third party in connection with the supply of Goods/Services; and
  • any misuse, neglect or alteration by the Supplier, its agents, its employees or any third party or the property of Outdoor Fabrications in connection with supplying Goods/Services.

Supplier must:

  1. Supplier may disclose Confidential Information:
  2. must maintain insurance coverage for providing all Goods/Services for the minimum amounts in relation to the following areas:
  3. Any of the following events or conditions shall constitute an event of default by the Supplier under this Agreement:
  4. 1, in addition to any other remedies Outdoor Fabrications has under this agreement, the Supplier agrees that Outdoor Fabrications may terminate this Agreement without prior notice.
  5. Any provision of these terms which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these terms enforceable, unless this would materially change the intended effect of these terms.

Assignment:

  1. The Supplier may not sub-contract, assign, transfer or otherwise deal with its rights, interests or obligations under this Agreement without Outdoor Fabrications’ prior written consent.
  2. In the event that Outdoor Fabrications grants its prior written consent for the Supplier to sub-contract, assign, transfer or otherwise deal with its rights or obligations under this Agreement in accordance with clause 16.1, the Supplier must ensure that the third-party assignee supplies the Goods/Services to Outdoor Fabrications in accordance with the terms of this Agreement. The Supplier acknowledges and agrees that any sub-contracting, assignment or transfer of its rights, interests or obligations permitted under this clause 16 does not discharge the Supplier from its obligations and/or liabilities under this Agreement.
  3. Outdoor Fabrications may assign, transfer, novate or otherwise deal with its rights, interests and obligations under this Agreement, or any document entered into pursuant to it without the consent of, or notice to, the Supplier.

Variation:

  1. Outdoor Fabrications is entitled to vary this Agreement in respect of future orders for Goods/Services at any time by providing the Supplier with 5 Business Days prior written notice.
  2. Entire Agreement
  3. These terms, the Supplier’s quotation and the Purchase Order constitute the entire agreement between the Supplier and Outdoor Fabrications concerning the subject matter and supersede all prior representations, contracts, statements and understandings, whether verbal or in writing. All other terms and conditions are excluded to the fullest extent permitted by law including any terms and conditions which the Supplier may from time to time seek to impose.
  4. Further Assurance
  5. Each party will promptly execute all documents and do all things that another party from time to time reasonably requires of it to effect, perfect or complete the terms and conditions of this Agreement and any transaction contemplated by it.

Non-Exclusive:

  1. Outdoor Fabrications reserves the rights to acquire Goods and/or Services from a third party or parties at any time.
  • Relationship
  • Unless this Agreement expressly provides otherwise, nothing in this Agreement may be construed as creating a relationship of partnership, joint venture, employment agreement, relationship of principal and agent or of trustee and beneficiary. For the avoidance of doubt, the Supplier acknowledges and agrees that nothing in this Agreement grants the Supplier with the right or authority to enter into any agreement or arrangement on Outdoor Fabrications’ behalf and that the Supplier must not represent or hold itself out to a third party to have such authority.

Waiver:

  1. A single or partial exercise or waiver of a right relating to this agreement will not prevent any other exercise of that right or the exercise of any other right.
  2. A party will not be liable for any loss, cost or expense of any other party caused or contributed to by any waiver, exercise, attempted exercise or failure to exercise, or any delay in the exercise of, a right.

Terms & conditions of purchase

Definitions

Agreement means these general terms and conditions of purchase.

Confidential Information means any written or oral information of a technical, business or financial nature or which is taken by any provision of this Agreement to be Confidential Information, or which Outdoor Fabrications makes the Supplier aware is considered by Outdoor Fabrications to be confidential and proprietary, and includes all information that is personal information for the purposes of the Privacy Act 1988, but does not include information which the Supplier can establish:

  • was in the public domain when it was given to the Supplier;
    • becomes, after being given to the Supplier, part of the public domain, except through disclosure contrary to this Agreement;
    • was in the Supplier’s possession when it was given to the Supplier and had not been acquired in some other way (directly or indirectly) from Outdoor Fabrications; or
    • was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.

Corporations Act means the Corporations Act 2001, as amended.

Goods means any material, plant, item or equipment specified in the order

GST has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999.

Insolvency Event means, for a person, being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to it or any of its property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event.

Order means a Purchase Order provided by Outdoor Fabrications to the Supplier.

Premises means the place where the Goods/Services are to be provided as specified by Outdoor Fabrications.

Purchase Order means a written document provided by Outdoor Fabrications to the Supplier, outlining the Goods/Services to be purchased and the price for Goods/Services to be purchased.

Property includes every type of right, interest or thing which is legally capable of being owned and includes but is not restricted to physical Goods, equipment and real property, as well as intangibles such as intellectual property, contract options and goodwill.

RFQ means a request for quotation by Outdoor Fabrications.

Service Date means the date that the Goods/Services are to be provided to Outdoor Fabrications as specified by Outdoor Fabrications.

Services means the services purchased by Outdoor Fabrications from the Supplier as specified by Outdoor Fabrications in the Order.

Supplier means the person to whom the Purchase Order has been issued, who is supplying the Goods/Services to Outdoor Fabrications.

Supplies means Goods and Goods relating to Services, as context requires.

  1. General
  1. These are the terms and conditions referred to in the Purchasing Policy, Procurement of Services Policy and Sub-contracting Agreements.
  2. These terms and conditions apply to any contract entered into by Outdoor Fabrications, issuing a Purchase Order to the nominated Supplier, where that Purchase Order refers to Outdoor Fabrications terms and conditions.
  • Special Conditions
  1. The contract conditions include any special conditions referred to in the Purchase Order and if any such special conditions are inconsistent with these standard conditions, the former will, to the extent of this inconsistency, prevail.
  • Request for Quotations and Orders
  1. Request for Quotation (RFQ): If Outdoor Fabrications provides the Supplier with an RFQ, the RFQ shall not constitute an offer by Outdoor Fabrications and Outdoor Fabrications may withdraw or alter the RFQ without notice. All responses to RFQs provided by the Supplier and received by Outdoor Fabrications in Outdoor Fabrications’ standard form will constitute a valid quotation and offer for the supply of Goods/Services. For the avoidance of doubt, the Supplier’s Quotation does not constitute an acceptance by Outdoor Fabrications of the Supplier’s Quotation.
  2. Purchase Orders: Outdoor Fabrications may place Purchase Orders (orally or in writing) for Goods/Services. If Outdoor Fabrications does not receive notification from the Supplier that they are unable to supply the Goods/Services according to the Purchaser Order within 24 hours of receipt of the Purchaser Order, the Supplier will be deemed to have rejected the Purchaser Order and another Supplier will be sought.
  • Supply of Services
  1. If Outdoor Fabrications places an order with the Supplier for Services or enters into a contract with the Supplier and the Services provided to Outdoor Fabrications, or Outdoor Fabrications makes any payment, the Supplier is taken to have accepted the supply of such Services on the terms of this Agreement.
  2. To the extent the Supplier’s terms and conditions are supplied with the Services, those terms and conditions will be of no legal effect and will not constitute part of any agreement to supply the Services.
  3. The Supplier must not, without Outdoor Fabrications consent in writing, assign whole or any part of the Services to sub-contract.
  4. If Services are agreed to by Outdoor Fabrications, the Supplier will be liable to Outdoor Fabrications for the acts and omissions of any sub-contractor as if those were the acts or omissions of the Supplier.
  5. The Supplier must deliver the Services to Outdoor Fabrications on the Service Date and in accordance with the delivery terms specified in the Order.
  6. The costs of attending the Premises in order to provide the Services will be at the Supplier’s cost unless otherwise stated in the Order.
  7. If the Supplier does not supply the Services at the Premises on the Service Date, Outdoor Fabrications may, in addition to any other remedy:
    1. obtain those Services from another source;
    1. refuse to accept the late delivery of those Services, and will not be liable for any payment for those Services; or
    1. treat such default as a repudiation by the Supplier and accept such repudiation and terminate the agreement for the supply of those Services by notice in writing whereupon Outdoor Fabrications’ obligations to the Supplier shall terminate absolutely
  • Supply of Goods
  1. Minimal packaging material must be used to package goods, without compromising safe delivery. Environmentally friendly material shall be used where practicable.
  2. Delivery of Goods must be made at the time, place and in the manner specified by Outdoor Fabrications in the Purchase Order. Failure to comply with the delivery expectations specified in the Purchase Order may render costs at the Supplier’s expense. Any changes to the delivery expectations must be supplied in writing 24 hours in advance of the supply date.
  3. Either a delivery docket, packing note or invoice is to accompany all deliveries made, quoting the Purchase Order number, quantity dispatched, description of the Goods and consignment details. The acceptance of any delivery documentation shall not be evidence that Outdoor Fabrications has accepted any Goods in regards to quality or quantity.
  4. All Goods must be free from defects in materials and workmanship and at least of merchantable quality.
  5. Outdoor Fabrications can inspect the Goods at any time and reject those not in accordance with the contract, including after acceptance of Goods. The Supplier must comply with all efforts involved in the inspection of Goods, at no cost to Outdoor Fabrications
  6. If Goods are rejected by Outdoor Fabrications, the Supplier must, without prejudice to Outdoor Fabrications’ rights replace or repair the rejected Goods, without cost to Outdoor Fabrications, or remove the rejected Goods and refund any applicable payments of such Goods.
  7. Outdoor Fabrications is not liable to pay for:
    1. rejected Goods
    1. Goods damaged by inspection or
    1. costs associated with inspection or rejection.
  8. The Supplier will not manufacture Goods in bulk until Outdoor Fabrications has approved the purchase of such Goods.
  9. Ownership of, and risk of loss of or damage to the Goods, passes to Outdoor Fabrications upon acceptance of the delivery only.
  • Cancellation and Modification of Orders
  1. Orders may be modified or cancelled by Outdoor Fabrications at any time prior to the Service Date, provided that Outdoor Fabrications will be liable for the Supplier’s reasonable costs associated with any work in progress.
  2. Outdoor Fabrications may cancel any order where the Supplier
    1. has failed to provide in whole or part by the Service Date
    1. (being an individual) commits an act of bankruptcy, becomes a bankrupt, executes a deed of assignment or deed of arrangement under the Bankruptcy Act 1966 as amended or a creditor accepts a composition under that Act or any analogous overseas law or
    1. (being a corporation) is the subject of a compromise or arrangement with its Creditors; in respect of property of which a receiver or a receiver and manager is appointed; in respect of which a provisional liquidator or liquidator is appointed Outdoor Fabrications can, without prejudice to any other rights and remedies it has under the contract or otherwise, terminate the contract in whole or part by notice in writing to the Supplier.
  • Price and Payment
  1. Contract price for Goods/Services includes:
    1. All taxes, duties and other imposts for which the Supplier is liable
    1. All insurance costs
    1. All amounts payable for the use of patents, copyright, registered designs, trademarks and other intellectual property rights
    1. All charges for performances of Services, including those in association with the preparation of Goods.
  2. Unless otherwise stated within a Purchase Order, the Supplier will provide at their own expense all labour, materials, tools, implements, plant and all other necessary things to complete the proper performance of the Order.
  3. Unless the applicable Purchase Order states contrary, where any price is to be calculated at a rate, that rate shall be on a fixed price basis and shall not be varied due to any rise or fall in the cost of labour and/or materials or any other costs or expenses incurred by the Supplier. Prices in the Purchase Order do not apply in any other Purchase Order unless agreed otherwise in writing.
  4. Unless Outdoor Fabrications consents in writing, any Order for the provision of Goods/Services may not be invoiced at a price higher than that set out in an Order.
  5. Save in the event of breach by the Supplier of this Agreement or the delivery of   inadequate Goods/Services by the Supplier, payment for Goods/Services shall be made by Outdoor Fabrications to the Supplier no later than 30 days from the Service Date unless specified otherwise by Outdoor Fabrications.
  6. Payment will only made after the receipt of invoice which will be considered correctly rendered if it is addressed in accordance with the Purchase Order, identifies the Purchase Order number, is a tax invoice for GST purposes, is address to Outdoor Fabrications correctly, includes the Suppliers contact and ABN details and is, if considered applicable, accompanied by documentation substantiating the amount claimed.
  7. Outdoor Fabrications reserves the right to request a payment plan with payment instalments to be supplied at agreed milestones with the Supplier.
  8. In the event that the Supplier breaches this Agreement, the Supplier must refund to Outdoor Fabrications any monies paid pursuant to this Agreement within 14 days of a notification of breach.
  • GST
  1. In addition to the price for the Goods/Services, Outdoor Fabrications must pay (to the Supplier) an amount equal to any GST the Supplier must pay for any Goods/Services supplied by the Supplier under this Agreement.
  2. Outdoor Fabrications must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as Outdoor Fabrications pays the price (or the corresponding first part of it if the Supplier agrees to Outdoor Fabrications paying the price by instalments).
  1. The Supplier acknowledges that both Goods and Services are considered “consumer” supplies, under applicable State, Territory and Commonwealth law(s) (including, without limitation, the Competition and Consumer Act 2010)andcertain statutory express and implied guarantees and warranties will be implied into this Agreement (Non- Excluded Guarantees).
  2. The Supplier acknowledges that nothing in this Agreement purports to modify or exclude the Non-Excluded Guarantees.
  3. In addition to the Non-Excluded Guarantees, the Supplier hereby agrees that the Goods/Services will be provided:
    1. in compliance with any applicable laws;
    1. to the same standard to which a prudent and experienced provider would normally provide the Goods/Services;
    1. diligently, competently, with care and skill and in a proper and professional manner; and
    1. in compliance with Outdoor Fabrications’ reasonable directions, standards, policies, procedures and methodologies notified to the Supplier by Outdoor Fabrications from time to time.
  1. the payment of the cost of having the Goods/Services supplied again.
  2. Notwithstanding clause 10.1, the Supplier is liable for all liabilities and losses incurred by Outdoor Fabrications in connection with a demand, action, arbitration or other proceeding, arising directly or indirectly as a result of or in connection with:
    1. a breach by the Supplier of any representation or warranty or guarantee provided in this Agreement or implied by law; or
    1. a breach or non-performance of any obligation of the Supplier under this Agreement, whether express or implied.
  3. The Supplier is liable for all legal costs and other expenses, on a full indemnity basis, incurred by Outdoor Fabrications in connection with matters referred to in clause 10.2.
  4. The provider of the warranties under this Agreement is the Supplier.
  5. Other than as expressly provided for in this clause 10 and subject to the limitations in clause 9, Outdoor Fabrications, its contractors and/or agents will not be liable for any loss or damage (including consequential loss or damage, which includes without limitation, loss of profit and loss of revenue) suffered in connection with the Goods/Services except in circumstances where such loss or damage is due to the gross negligence of Outdoor Fabrications, its contractors and/or agents.
  1. Supplier Indemnity
  1. Subject to clauses 9 and 10, the Supplier indemnifies Outdoor Fabrications from every liability, loss, damage, cost or expense directly or indirectly incurred or suffered by Outdoor Fabrications that is caused by or contributed to by any of the following:
    1. Outdoor Fabrications’ compliance with any of the Supplier’s instructions about the Goods/Services or any Goods being the subject of Services;
    1. the Supplier’s or its employees’ failure (or any third party associated with its failure) to:
      1.     adequately provide safety information;
      1. comply with any relevant laws;
      1. take any reasonable precaution to detect any matters to which Outdoor Fabrications may become liable in any way (for example, under the Competition and Consumer Act); and
      1. provide correct information to Outdoor Fabrications;
    1. any negligence or breach of duty by the Supplier or any breach by any third party of this Agreement;
    1. any workmanship or procedure performed by the Supplier or a third party in connection with the supply of Goods/Services; and
    1. any misuse, neglect or alteration by the Supplier, its agents, its employees or any third party or the property of Outdoor Fabrications in connection with supplying Goods/Services.
  1. Supplier must:
  2. Supplier may disclose Confidential Information:
  1. must maintain insurance coverage for providing all Goods/Services for the minimum amounts in relation to the following areas:
  1. Any of the following events or conditions shall constitute an event of default by the Supplier under this Agreement:
  2. 1, in addition to any other remedies Outdoor Fabrications has under this agreement, the Supplier agrees that Outdoor Fabrications may terminate this Agreement without prior notice.
  1. Any provision of these terms which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these terms enforceable, unless this would materially change the intended effect of these terms.
  1. Assignment
  1. The Supplier may not sub-contract, assign, transfer or otherwise deal with its rights, interests or obligations under this Agreement without Outdoor Fabrications’ prior written consent.
  2. In the event that Outdoor Fabrications grants its prior written consent for the Supplier to sub-contract, assign, transfer or otherwise deal with its rights or obligations under this Agreement in accordance with clause 16.1, the Supplier must ensure that the third-party assignee supplies the Goods/Services to Outdoor Fabrications in accordance with the terms of this Agreement. The Supplier acknowledges and agrees that any sub-contracting, assignment or transfer of its rights, interests or obligations permitted under this clause 16 does not discharge the Supplier from its obligations and/or liabilities under this Agreement.
  3. Outdoor Fabrications may assign, transfer, novate or otherwise deal with its rights, interests and obligations under this Agreement, or any document entered into pursuant to it without the consent of, or notice to, the Supplier.
  1. Variation
  1. Outdoor Fabrications is entitled to vary this Agreement in respect of future orders for Goods/Services at any time by providing the Supplier with 5 Business Days prior written notice.
  1. Entire Agreement
  1. These terms, the Supplier’s quotation and the Purchase Order constitute the entire agreement between the Supplier and Outdoor Fabrications concerning the subject matter and supersede all prior representations, contracts, statements and understandings, whether verbal or in writing. All other terms and conditions are excluded to the fullest extent permitted by law including any terms and conditions which the Supplier may from time to time seek to impose.
  1. Further Assurance
  1. Each party will promptly execute all documents and do all things that another party from time to time reasonably requires of it to effect, perfect or complete the terms and conditions of this Agreement and any transaction contemplated by it.
  • Non-Exclusive
  1. Outdoor Fabrications reserves the rights to acquire Goods and/or Services from a third party or parties at any time.
  • Relationship
  1. Unless this Agreement expressly provides otherwise, nothing in this Agreement may be construed as creating a relationship of partnership, joint venture, employment agreement, relationship of principal and agent or of trustee and beneficiary. For the avoidance of doubt, the Supplier acknowledges and agrees that nothing in this Agreement grants the Supplier with the right or authority to enter into any agreement or arrangement on Outdoor Fabrications’ behalf and that the Supplier must not represent or hold itself out to a third party to have such authority.
  • Waiver
  1. A single or partial exercise or waiver of a right relating to this agreement will not prevent any other exercise of that right or the exercise of any other right.
  2. A party will not be liable for any loss, cost or expense of any other party caused or contributed to by any waiver, exercise, attempted exercise or failure to exercise, or any delay in the exercise of, a right.

Terms & conditions of purchase

Definitions

Agreement means these general terms and conditions of purchase.

Confidential Information means any written or oral information of a technical, business or financial nature or which is taken by any provision of this Agreement to be Confidential Information, or which Outdoor Fabrications makes the Supplier aware is considered by Outdoor Fabrications to be confidential and proprietary, and includes all information that is personal information for the purposes of the Privacy Act 1988, but does not include information which the Supplier can establish:

  • was in the public domain when it was given to the Supplier;
    • becomes, after being given to the Supplier, part of the public domain, except through disclosure contrary to this Agreement;
    • was in the Supplier’s possession when it was given to the Supplier and had not been acquired in some other way (directly or indirectly) from Outdoor Fabrications; or
    • was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.

Corporations Act means the Corporations Act 2001, as amended.

Goods means any material, plant, item or equipment specified in the order

GST has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999.

Insolvency Event means, for a person, being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to it or any of its property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event.

Order means a Purchase Order provided by Outdoor Fabrications to the Supplier.

Premises means the place where the Goods/Services are to be provided as specified by Outdoor Fabrications.

Purchase Order means a written document provided by Outdoor Fabrications to the Supplier, outlining the Goods/Services to be purchased and the price for Goods/Services to be purchased.

Property includes every type of right, interest or thing which is legally capable of being owned and includes but is not restricted to physical Goods, equipment and real property, as well as intangibles such as intellectual property, contract options and goodwill.

RFQ means a request for quotation by Outdoor Fabrications.

Service Date means the date that the Goods/Services are to be provided to Outdoor Fabrications as specified by Outdoor Fabrications.

Services means the services purchased by Outdoor Fabrications from the Supplier as specified by Outdoor Fabrications in the Order.

Supplier means the person to whom the Purchase Order has been issued, who is supplying the Goods/Services to Outdoor Fabrications.

Supplies means Goods and Goods relating to Services, as context requires.

  1. General
  1. These are the terms and conditions referred to in the Purchasing Policy, Procurement of Services Policy and Sub-contracting Agreements.
  2. These terms and conditions apply to any contract entered into by Outdoor Fabrications, issuing a Purchase Order to the nominated Supplier, where that Purchase Order refers to Outdoor Fabrications terms and conditions.
  • Special Conditions
  1. The contract conditions include any special conditions referred to in the Purchase Order and if any such special conditions are inconsistent with these standard conditions, the former will, to the extent of this inconsistency, prevail.
  • Request for Quotations and Orders
  1. Request for Quotation (RFQ): If Outdoor Fabrications provides the Supplier with an RFQ, the RFQ shall not constitute an offer by Outdoor Fabrications and Outdoor Fabrications may withdraw or alter the RFQ without notice. All responses to RFQs provided by the Supplier and received by Outdoor Fabrications in Outdoor Fabrications’ standard form will constitute a valid quotation and offer for the supply of Goods/Services. For the avoidance of doubt, the Supplier’s Quotation does not constitute an acceptance by Outdoor Fabrications of the Supplier’s Quotation.
  2. Purchase Orders: Outdoor Fabrications may place Purchase Orders (orally or in writing) for Goods/Services. If Outdoor Fabrications does not receive notification from the Supplier that they are unable to supply the Goods/Services according to the Purchaser Order within 24 hours of receipt of the Purchaser Order, the Supplier will be deemed to have rejected the Purchaser Order and another Supplier will be sought.
  • Supply of Services
  1. If Outdoor Fabrications places an order with the Supplier for Services or enters into a contract with the Supplier and the Services provided to Outdoor Fabrications, or Outdoor Fabrications makes any payment, the Supplier is taken to have accepted the supply of such Services on the terms of this Agreement.
  2. To the extent the Supplier’s terms and conditions are supplied with the Services, those terms and conditions will be of no legal effect and will not constitute part of any agreement to supply the Services.
  3. The Supplier must not, without Outdoor Fabrications consent in writing, assign whole or any part of the Services to sub-contract.
  4. If Services are agreed to by Outdoor Fabrications, the Supplier will be liable to Outdoor Fabrications for the acts and omissions of any sub-contractor as if those were the acts or omissions of the Supplier.
  5. The Supplier must deliver the Services to Outdoor Fabrications on the Service Date and in accordance with the delivery terms specified in the Order.
  6. The costs of attending the Premises in order to provide the Services will be at the Supplier’s cost unless otherwise stated in the Order.
  7. If the Supplier does not supply the Services at the Premises on the Service Date, Outdoor Fabrications may, in addition to any other remedy:
    1. obtain those Services from another source;
    1. refuse to accept the late delivery of those Services, and will not be liable for any payment for those Services; or
    1. treat such default as a repudiation by the Supplier and accept such repudiation and terminate the agreement for the supply of those Services by notice in writing whereupon Outdoor Fabrications’ obligations to the Supplier shall terminate absolutely
  • Supply of Goods
  1. Minimal packaging material must be used to package goods, without compromising safe delivery. Environmentally friendly material shall be used where practicable.
  2. Delivery of Goods must be made at the time, place and in the manner specified by Outdoor Fabrications in the Purchase Order. Failure to comply with the delivery expectations specified in the Purchase Order may render costs at the Supplier’s expense. Any changes to the delivery expectations must be supplied in writing 24 hours in advance of the supply date.
  3. Either a delivery docket, packing note or invoice is to accompany all deliveries made, quoting the Purchase Order number, quantity dispatched, description of the Goods and consignment details. The acceptance of any delivery documentation shall not be evidence that Outdoor Fabrications has accepted any Goods in regards to quality or quantity.
  4. All Goods must be free from defects in materials and workmanship and at least of merchantable quality.
  5. Outdoor Fabrications can inspect the Goods at any time and reject those not in accordance with the contract, including after acceptance of Goods. The Supplier must comply with all efforts involved in the inspection of Goods, at no cost to Outdoor Fabrications
  6. If Goods are rejected by Outdoor Fabrications, the Supplier must, without prejudice to Outdoor Fabrications’ rights replace or repair the rejected Goods, without cost to Outdoor Fabrications, or remove the rejected Goods and refund any applicable payments of such Goods.
  7. Outdoor Fabrications is not liable to pay for:
    1. rejected Goods
    1. Goods damaged by inspection or
    1. costs associated with inspection or rejection.
  8. The Supplier will not manufacture Goods in bulk until Outdoor Fabrications has approved the purchase of such Goods.
  9. Ownership of, and risk of loss of or damage to the Goods, passes to Outdoor Fabrications upon acceptance of the delivery only.
  • Cancellation and Modification of Orders
  1. Orders may be modified or cancelled by Outdoor Fabrications at any time prior to the Service Date, provided that Outdoor Fabrications will be liable for the Supplier’s reasonable costs associated with any work in progress.
  2. Outdoor Fabrications may cancel any order where the Supplier
    1. has failed to provide in whole or part by the Service Date
    1. (being an individual) commits an act of bankruptcy, becomes a bankrupt, executes a deed of assignment or deed of arrangement under the Bankruptcy Act 1966 as amended or a creditor accepts a composition under that Act or any analogous overseas law or
    1. (being a corporation) is the subject of a compromise or arrangement with its Creditors; in respect of property of which a receiver or a receiver and manager is appointed; in respect of which a provisional liquidator or liquidator is appointed Outdoor Fabrications can, without prejudice to any other rights and remedies it has under the contract or otherwise, terminate the contract in whole or part by notice in writing to the Supplier.
  • Price and Payment
  1. Contract price for Goods/Services includes:
    1. All taxes, duties and other imposts for which the Supplier is liable
    1. All insurance costs
    1. All amounts payable for the use of patents, copyright, registered designs, trademarks and other intellectual property rights
    1. All charges for performances of Services, including those in association with the preparation of Goods.
  2. Unless otherwise stated within a Purchase Order, the Supplier will provide at their own expense all labour, materials, tools, implements, plant and all other necessary things to complete the proper performance of the Order.
  3. Unless the applicable Purchase Order states contrary, where any price is to be calculated at a rate, that rate shall be on a fixed price basis and shall not be varied due to any rise or fall in the cost of labour and/or materials or any other costs or expenses incurred by the Supplier. Prices in the Purchase Order do not apply in any other Purchase Order unless agreed otherwise in writing.
  4. Unless Outdoor Fabrications consents in writing, any Order for the provision of Goods/Services may not be invoiced at a price higher than that set out in an Order.
  5. Save in the event of breach by the Supplier of this Agreement or the delivery of   inadequate Goods/Services by the Supplier, payment for Goods/Services shall be made by Outdoor Fabrications to the Supplier no later than 30 days from the Service Date unless specified otherwise by Outdoor Fabrications.
  6. Payment will only made after the receipt of invoice which will be considered correctly rendered if it is addressed in accordance with the Purchase Order, identifies the Purchase Order number, is a tax invoice for GST purposes, is address to Outdoor Fabrications correctly, includes the Suppliers contact and ABN details and is, if considered applicable, accompanied by documentation substantiating the amount claimed.
  7. Outdoor Fabrications reserves the right to request a payment plan with payment instalments to be supplied at agreed milestones with the Supplier.
  8. In the event that the Supplier breaches this Agreement, the Supplier must refund to Outdoor Fabrications any monies paid pursuant to this Agreement within 14 days of a notification of breach.
  • GST
  1. In addition to the price for the Goods/Services, Outdoor Fabrications must pay (to the Supplier) an amount equal to any GST the Supplier must pay for any Goods/Services supplied by the Supplier under this Agreement.
  2. Outdoor Fabrications must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as Outdoor Fabrications pays the price (or the corresponding first part of it if the Supplier agrees to Outdoor Fabrications paying the price by instalments).
  1. The Supplier acknowledges that both Goods and Services are considered “consumer” supplies, under applicable State, Territory and Commonwealth law(s) (including, without limitation, the Competition and Consumer Act 2010)andcertain statutory express and implied guarantees and warranties will be implied into this Agreement (Non- Excluded Guarantees).
  2. The Supplier acknowledges that nothing in this Agreement purports to modify or exclude the Non-Excluded Guarantees.
  3. In addition to the Non-Excluded Guarantees, the Supplier hereby agrees that the Goods/Services will be provided:
    1. in compliance with any applicable laws;
    1. to the same standard to which a prudent and experienced provider would normally provide the Goods/Services;
    1. diligently, competently, with care and skill and in a proper and professional manner; and
    1. in compliance with Outdoor Fabrications’ reasonable directions, standards, policies, procedures and methodologies notified to the Supplier by Outdoor Fabrications from time to time.
  1. the payment of the cost of having the Goods/Services supplied again.
  2. Notwithstanding clause 10.1, the Supplier is liable for all liabilities and losses incurred by Outdoor Fabrications in connection with a demand, action, arbitration or other proceeding, arising directly or indirectly as a result of or in connection with:
    1. a breach by the Supplier of any representation or warranty or guarantee provided in this Agreement or implied by law; or
    1. a breach or non-performance of any obligation of the Supplier under this Agreement, whether express or implied.
  3. The Supplier is liable for all legal costs and other expenses, on a full indemnity basis, incurred by Outdoor Fabrications in connection with matters referred to in clause 10.2.
  4. The provider of the warranties under this Agreement is the Supplier.
  5. Other than as expressly provided for in this clause 10 and subject to the limitations in clause 9, Outdoor Fabrications, its contractors and/or agents will not be liable for any loss or damage (including consequential loss or damage, which includes without limitation, loss of profit and loss of revenue) suffered in connection with the Goods/Services except in circumstances where such loss or damage is due to the gross negligence of Outdoor Fabrications, its contractors and/or agents.
  1. Supplier Indemnity
  1. Subject to clauses 9 and 10, the Supplier indemnifies Outdoor Fabrications from every liability, loss, damage, cost or expense directly or indirectly incurred or suffered by Outdoor Fabrications that is caused by or contributed to by any of the following:
    1. Outdoor Fabrications’ compliance with any of the Supplier’s instructions about the Goods/Services or any Goods being the subject of Services;
    1. the Supplier’s or its employees’ failure (or any third party associated with its failure) to:
      1.     adequately provide safety information;
      1. comply with any relevant laws;
      1. take any reasonable precaution to detect any matters to which Outdoor Fabrications may become liable in any way (for example, under the Competition and Consumer Act); and
      1. provide correct information to Outdoor Fabrications;
    1. any negligence or breach of duty by the Supplier or any breach by any third party of this Agreement;
    1. any workmanship or procedure performed by the Supplier or a third party in connection with the supply of Goods/Services; and
    1. any misuse, neglect or alteration by the Supplier, its agents, its employees or any third party or the property of Outdoor Fabrications in connection with supplying Goods/Services.
  1. Supplier must:
  2. Supplier may disclose Confidential Information:
  1. must maintain insurance coverage for providing all Goods/Services for the minimum amounts in relation to the following areas:
  1. Any of the following events or conditions shall constitute an event of default by the Supplier under this Agreement:
  2. 1, in addition to any other remedies Outdoor Fabrications has under this agreement, the Supplier agrees that Outdoor Fabrications may terminate this Agreement without prior notice.
  1. Any provision of these terms which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these terms enforceable, unless this would materially change the intended effect of these terms.
  1. Assignment
  1. The Supplier may not sub-contract, assign, transfer or otherwise deal with its rights, interests or obligations under this Agreement without Outdoor Fabrications’ prior written consent.
  2. In the event that Outdoor Fabrications grants its prior written consent for the Supplier to sub-contract, assign, transfer or otherwise deal with its rights or obligations under this Agreement in accordance with clause 16.1, the Supplier must ensure that the third-party assignee supplies the Goods/Services to Outdoor Fabrications in accordance with the terms of this Agreement. The Supplier acknowledges and agrees that any sub-contracting, assignment or transfer of its rights, interests or obligations permitted under this clause 16 does not discharge the Supplier from its obligations and/or liabilities under this Agreement.
  3. Outdoor Fabrications may assign, transfer, novate or otherwise deal with its rights, interests and obligations under this Agreement, or any document entered into pursuant to it without the consent of, or notice to, the Supplier.
  1. Variation
  1. Outdoor Fabrications is entitled to vary this Agreement in respect of future orders for Goods/Services at any time by providing the Supplier with 5 Business Days prior written notice.
  1. Entire Agreement
  1. These terms, the Supplier’s quotation and the Purchase Order constitute the entire agreement between the Supplier and Outdoor Fabrications concerning the subject matter and supersede all prior representations, contracts, statements and understandings, whether verbal or in writing. All other terms and conditions are excluded to the fullest extent permitted by law including any terms and conditions which the Supplier may from time to time seek to impose.
  1. Further Assurance
  1. Each party will promptly execute all documents and do all things that another party from time to time reasonably requires of it to effect, perfect or complete the terms and conditions of this Agreement and any transaction contemplated by it.
  • Non-Exclusive
  1. Outdoor Fabrications reserves the rights to acquire Goods and/or Services from a third party or parties at any time.
  • Relationship
  1. Unless this Agreement expressly provides otherwise, nothing in this Agreement may be construed as creating a relationship of partnership, joint venture, employment agreement, relationship of principal and agent or of trustee and beneficiary. For the avoidance of doubt, the Supplier acknowledges and agrees that nothing in this Agreement grants the Supplier with the right or authority to enter into any agreement or arrangement on Outdoor Fabrications’ behalf and that the Supplier must not represent or hold itself out to a third party to have such authority.
  • Waiver
  1. A single or partial exercise or waiver of a right relating to this agreement will not prevent any other exercise of that right or the exercise of any other right.
  2. A party will not be liable for any loss, cost or expense of any other party caused or contributed to by any waiver, exercise, attempted exercise or failure to exercise, or any delay in the exercise of, a right.