SALES TERMS & CONDITIONS
Outdoor Fabrications Pty Ltd are concluded on the under mentioned STANDARD TERMS AND CONDITIONS OF SALE TERMS
1.1 Outdoor Fabrications Pty Ltd (ABN 26 092 591 814) (“OFPL”) agrees to supply the requested goods (“Products”) and/or services (“Services”) to the Customer only on these standard terms and conditions (“these Terms”)
2.1 Quotations expire within 30 days or at the end of the current month, whichever comes first unless otherwise specified in the quotation. Product specifications and availability are subject to change without notice.
3. Purchase Orders
3.1 Only these Terms (not other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement be- tween the parties. Outdoor Fabrications Pty Ltd acceptance of a purchase order will not be acceptance of any such terms or conditions.
4. Prices and Payment
4.1 Payment terms are strictly 30 days from the date of Products and pre-delivery Services will be invoiced on delivery of the Products. Other Services will be invoiced monthly and on completion.
4.2 The following forms of payments are accepted: (a) bank cheque (b) electronic funds transfer (EFT) to account name: Outdoor Fabrications Pty Ltd; BSB: 201; account no: 905682325, (for EFT payments, goods will be released on receipt of cleared funds).
5. Interest and Other Charges
5.1 Any amount not paid by the due date for payment will carry interest from that date until payment is made in full at the rate being 2 percentage points above the overdraft rate charged on overdraft accounts over $100,000 by ANZ bank from time to time. All legal fees, collection charges and tracing agents’ fees as between solicitor and client shall be borne by the Customer. All payments received will be applied towards such fees and charges and then to interest and finally to principal.
6.1 Outdoor Fabrications Pty Ltd makes no warranty in relation to the Products or Services other than as contained in these Terms or as prescribed by a law which cannot be excluded or, in the case of Products, as provided by the Products’ respective Defects in Services which are
reported to Outdoor Fabrications Pty Ltd within 7 days of delivery of the Service will be rectified by Outdoor Fabrications Pty Ltd at no charge to the Customer. Outdoor Fabrications Pty Ltd will not provide claimed warranty services for defects or deficiencies in Products or Services which are caused by:
(a) external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike;
(b) the use of a Product for other than its intended purpose;
(c) the use with or connection of a Product to items not approved by Outdoor Fabrications Pty Ltd ;
(d) the performance of maintenance or attempted repair by persons other than Outdoor Fabrications Pty Ltd or as authorised by Outdoor Fabrications Pty Ltd;
(e) any configuration or reconfiguration by the Customer.
6.2 Products validly returned will only be credited to the Customer’s account if they are returned in the same condition as delivered to the Customer and if received by Outdoor Fabrications Pty Ltd within 7 days from delivery.
7.1 Outdoor Fabrications Pty Ltd will use its reasonable endeavors to deliver the Products and supply the Services by the date agreed but is not liable for any delays in delivery caused by matters beyond its Freight charges incurred by Outdoor Fabrications Pty Ltd in delivering Products to the Customer will be invoiced to the Customer at cost unless agreed otherwise.
8.1 Unless the Customer gives Outdoor Fabrications Pty Ltd written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications within 3 days of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery.
9.1 Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of: (a) delivery to the address nominated by the Customer; (b) the taking of possession by the Customer or its nominee; and (c) the delivery to any carrier contracted to the Customer for delivery.
10.1 Until such time as all Products have been paid in full or any other monies due to Outdoor Fabrications Pty Ltd have been paid in full:
(a) the Products remain Outdoor Fabrications Pty Ltd property;
(b) Outdoor Fabrications Pty Ltd authorises the Customer to sell the Products as fiduciary agent for Outdoor Fabrications Pty Ltd in the ordinary course of its business;
(c) the Customer must not represent to any third party that it is acting for , Outdoor Fabrications Pty Ltd and Outdoor Fabrications Pty Ltd will not be bound by any contracts with third parties to which the Customer is party;
(d) the Customer, in holding the Products, will act as Outdoor Fabrications Pty Ltd fiduciary agent and as bailee;
(e) the proceeds of sale of the Products by the Customer must be paid into a separate account and held in trust for Outdoor Fabrications Pty Ltd from which all amounts which may be owing by the Customer to Outdoor Fabrications Pty Ltd from time to time must be paid; (f) the Customer must store the Products in such a manner as to show clearly that it is the property of Outdoor Fabrications Pty Ltd; and (g) the Customer irrevocably agrees and undertakes that Outdoor Fabrications Pty Ltd (its servants or agents) will have the right without prejudice to any other rights Outdoor Fabrications Pty Ltd may have without notice or demand to immediately enter upon the Customer’s premises and retake possession and remove the Products in the possession of the Customer or wherever situated.
11.1 Outdoor Fabrications Pty Ltd and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorized disclosure by Outdoor Fabrications Pty Ltd or the Customer.
12. Intellectual Property
12.1 The Customer acknowledges that all intellectual property rights attaching to the Products or arising out of the provision of Services are and will remain the property of Outdoor Fabrications Pty Ltd (or its supplier, where such rights are owned by that supplier).
13.1 If the Customer:
(a) makes default in any payment or breaches any of these Terms;
(b) becomes unable to pay its debts as and when they fall due; or
(c) commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up, Outdoor Fabrications Pty Ltd may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:
(a) suspend further supply and require payment in advance for future supply;
(b) recover possession of any Product for which payment has not been made;
(c) terminate all or any purchase orders for Products or Services which have been accepted by Outdoor Fabrications Pty Ltd ;
(d) claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by Outdoor Fabrications Pty Ltd ; and/or
(e) continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.
14. No Representations
14.1 The Customer acknowledges that Outdoor Fabrications Pty Ltd has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to Outdoor Fabrications Pty Ltd or not), unless provided in writing.
15. No Implied Terms
15.1To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of Outdoor Fabrications Pty Ltd for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of Outdoor Fabrications Pty Ltd: (a) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and (b) if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.
16. Limitation Of Liability
16.1 Outdoor Fabrications Pty Ltd is not liable to the Customer for any indirect or consequential damages, loss of profits, revenue, data or use arising out of or in relation to the supply of Products and/or Services, even if Outdoor Fabrications Pty Ltd knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.
16.2 Except in relation to liability for personal injury (including sickness and death), or damage to tangible property, Outdoor Fabrications Pty Ltd liability to the Customer in respect of any loss or damage (including consequential or indirect loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of Products and/or Services or in respect of a failure or omission on the part of Outdoor Fabrications Pty Ltd to comply with its obligations is, in aggregate, limited to an amount equal to the amount paid by the Customer to Outdoor Fabrications Pty Ltd under the relevant order.
17.1 Any variation to these Terms must be in writing. Variations to any of the Services agreed to be supplied will be charged by Outdoor Fabrications Pty Ltd at its then current rates for those additional services, unless otherwise agreed in writing.
18.1 No leniency, indulgence or extension of time granted by Outdoor Fabrications Pty Ltd to the Customer will prejudice any of Outdoor Fabrications Pty Ltd rights in any way or constitute a waiver of any of Outdoor Fabrications Pty Ltd rights.
18.2 If any of these Terms are for any reason declared to be or become unenforceable, invalid or illegal, the remaining Terms will remain in full force and effect
18.3 These Terms are governed by the laws of New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales
19. Taxes & GST
19.1 The amount payable to Outdoor Fabrications Pty Ltd is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Customer is liable for any new or varied taxes, duties or charges imposed subsequent to Outdoor Fabrications Pty Ltd quotation in respect of the supply of the Products and Services. Outdoor Fabrications Pty Ltd will issue a valid tax invoice where GST is to be recovered
Terms & Conditions of Purchase
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.
- These are the terms and conditions referred to in the Purchasing Policy, Procurement of Services Policy and Sub-contracting Agreements.
- 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
- 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
- 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.
- 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
- 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.
- 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.
- The Supplier must not, without Outdoor Fabrications consent in writing, assign whole or any part of the Services to sub-contract.
- 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.
- The Supplier must deliver the Services to Outdoor Fabrications on the Service Date and in accordance with the delivery terms specified in the Order.
- 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
- Minimal packaging material must be used to package goods, without compromising safe delivery. Environmentally friendly material shall be used where practicable.
- 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.
- 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.
- All Goods must be free from defects in materials and workmanship and at least of merchantable quality.
- 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
- 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.
- Outdoor Fabrications is not liable to pay for:
- rejected Goods
- Goods damaged by inspection or
- costs associated with inspection or rejection.
- The Supplier will not manufacture Goods in bulk until Outdoor Fabrications has approved the purchase of such Goods.
- 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
- 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
- Contract price for Goods/Services includes:
- All taxes, duties and other imposts for which the Supplier is liable
- All insurance costs
- All amounts payable for the use of patents, copyright, registered designs, trademarks and other intellectual property rights
- All charges for performances of Services, including those in association with the preparation of Goods.
- 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.
- 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.
- 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.
- 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.
- 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.
- Outdoor Fabrications reserves the right to request a payment plan with payment instalments to be supplied at agreed milestones with the Supplier.
- 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.
- 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.
- 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).
- 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).
- The Supplier acknowledges that nothing in this Agreement purports to modify or exclude the Non-Excluded Guarantees.
- In addition to the Non-Excluded Guarantees, the Supplier hereby agrees that the Goods/Services will be provided:
- in compliance with any applicable laws;
- to the same standard to which a prudent and experienced provider would normally provide the Goods/Services;
- diligently, competently, with care and skill and in a proper and professional manner; and
- in compliance with Outdoor Fabrications’ reasonable directions, standards, policies, procedures and methodologies notified to the Supplier by Outdoor Fabrications from time to time.
- Supplier Liability
- Subject to clause 9 and to the extent permitted by law, the liability of the Supplier and its employees or agents for a breach of any warranty or liability implied by this Agreement, is limited, at Outdoor Fabrications’ option, to the supplying of the Goods/Services again or the payment of the cost of having the Goods/Services supplied again.
- 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:
- a breach by the Supplier of any representation or warranty or guarantee provided in this Agreement or implied by law; or
- a breach or non-performance of any obligation of the Supplier under this Agreement, whether express or implied; or
- the supply of, or failure by the Supplier to supply any Goods to Outdoor Fabrications or any person at Outdoor Fabrications’ direction.
- 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.
- The provider of the warranties under this Agreement is the Supplier.
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 by the supplier:
(a) 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; or
(b) in connection with Supplier’s entity into, performance or non-performance of this Agreement in whole or in part.
- 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:
- adequately provide safety information;
- comply with any relevant laws;
- 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.
- The supply of or failure by the Supplier to supply, any goods to Outdoor Fabrications or any person at Outdoor Fabrications’ direction
- the Supplier’s entry into, performance of or failure to perform this Agreement in whole or in part.
- The Supplier must:
- keep all Confidential Information private and secret;
- not access, use or reproduce Confidential Information for any purpose other than in connection with the Goods/Services supplied to Outdoor Fabrications by the Supplier, nor assist or permit any other person to do so;
- not disclose Confidential Information except as permitted under this Agreement; and
- take all steps reasonably necessary to safeguard the Confidential Information from unauthorised access, use or disclosure.
- The Supplier may disclose Confidential Information:
- to their representatives on a need to know basis provided that the Supplier ensures that their representatives do not use, reproduce or disclose the Confidential Information other than in accordance with this Agreement and the Supplier accepts liability for any failure of their representatives to do so;
- if disclosure is required by law or the rules of any stock exchange, provided that the Supplier first notifies Outdoor Fabrications of the required disclosure (where practicable); or
- with Outdoor Fabrications’ prior written consent.
- The Supplier must maintain insurance coverage for providing all Goods/Services for the minimum amounts in relation to the following areas:
- Public Liability Insurance to $20,000,000;
- Workers Compensation to the minimum amount required by the law;
- Professional Indemnity to the minimum amount required by the law; and
- any other insurance as nominated by Outdoor Fabrications from time to time.
- Event of Default: Any of the following events or conditions shall constitute an event of default by the Supplier under this Agreement:
- the Supplier becomes affected by one or more Insolvency Event;
- the Supplier violates any term of this Agreement and fails to correct such violation within 14 days after written notice from Outdoor Fabrications; and
- the Supplier consolidates with or merges with or into any entity, or sells or otherwise transfers a majority of its assets or stock to any entity, or incurs a substantial amount of indebtedness other than in the ordinary course of its business, unless in each case and before the event in question, the Supplier’s obligations are assumed or guaranteed in a manner satisfactory to Outdoor Fabrications (in Outdoor Fabrications’ sole and absolute discretion).
- Upon the occurrence of an event of default by the Supplier described in clause 14.1, 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.
- Without prejudice to any other rights or remedies of Outdoor Fabrications, the Supplier shall pay to Outdoor Fabrications on demand any costs and expenses incurred by Outdoor Fabrications in relation to a default and/or termination of this Agreement.
- The Supplier has no right to terminate this Agreement.
- Termination of this Agreement shall be without prejudice to the rights and obligations of the parties accrued up to the date of termination.
- 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.
- 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.
- 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.
- 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.
- 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.
- Entire Agreement
- 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.
- Further Assurance
- 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.
- Outdoor Fabrications reserves the rights to acquire Goods and/or Services from a third party or parties at any time.
- 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.
- 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.
- 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.
- Governing Law
- These terms will be governed by and construed in accordance with the laws in force in New South Wales, Australia.
- Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia, and any court that may hear appeals from any of those courts, for any proceedings in connection with these terms, and waives any right it might have to claim that those courts are an inconvenient forum.
- The Supplier shall, in its dealings with its employees, have due regard to Commonwealth policies on employment opportunity, access and equity, affirmative action, occupational health and safety and workplace diversity.