Terms & Conditions of Purchase Order
These Standard Purchase Terms apply to purchase orders issued by WDC, and constitutes the entire agreement between the parties. No agreement or understanding in any way changing, modifying or amending this order or any of the terms will be effective or binding upon the Purchaser unless made in writing by an authorised representative of the Purchaser.
- In the event that any terms and conditions of any acceptance document or terms and conditions of trading or account given by the Supplier relevant to the goods described in this quotation vary or conflict with the terms and conditions contained in this document, then the terms and conditions contained in this document shall prevail.
The following words have the following meanings: WDC means WDC Pty Ltd or any of its wholly owned subsidiaries.
Supplier: means the person, firm or corporation from whom WDC has ordered the goods and/or services under a purchase order.
Goods and/or Services: means the goods and/or services ordered by WDC from the Supplier pursuant to a purchase order.
Purchase Terms: means the terms on which WDC purchases the Supplier’s goods and/or services and comprise the Standard Terms and Conditions any other terms written on or annexed to a WDC purchase order.
Supplier shall render to WDC within seven (7) days of despatch of the goods and must quote this order number. WDC will pay the supplier under its standard payment terms of net 30 days from the end of the month in which the goods and/or services are supplied, provided a valid tax invoice has been received.
For Australian Suppliers, the supplier must have an Australian Business Number at the time of supply. The Supplier must provide a valid tax invoice identifying the GST for each component of the goods and/or services supplied and identify the relevant WDC order number.
Before commencement of the supply of Goods and/or services, the Supplier shall obtain provide proof to WDC of the following insurance:
• Workers Compensation
• Public Liability to a minimum of $20,000,000
• Product Liability Insurance to a minimum of $10,000,000
• Professional Indemnity Insurance to a minimum of $5,000,000 (where services include the provision of advise or design work)
• All insurance must be current during the period in which the goods and/or services are supplied.
- Delivery requirements:
(a) Supplier shall include one (1) copy of the packing list with each delivery. Delivery documents must quote the order number and must be accompanied by copies of daily dockets counter-signed by a WDC Site-Foreman. Purchasers count will not be accepted as final and conclusive on all deliveries not accompanied by a packing list.
(b) Materials delivered in error or over shipment in quantity will be returned at the Suppliers expense. Supply of the goods and/or services shall be at the price as listed in this purchase order and are not subject to rise and fall. Such price/s shall include packing and crating together with the cost of delivery to the destination stated on the purchase order, together with off-loading at the destination unless a contrary intention is specifically stated on the order.
(c) The signature of any Purchasers employees for goods delivered is not to be taken as accepted of either the quantity of the quality of the goods indicated on delivery receipts. Reasonable time must be given for examination of the goods as comprised in delivery and shall be subject to established claims for shortage, discrepancies or non-conformity with specifications.
(d) Failure of the Purchaser to insist upon strict performance of any of the Terms and Conditions herein shall not be deemed a waiver of any rights or remedies that the Purchaser has or shall have, and shall not waiver any subsequent default of the Terms and Conditions.
(e) The Supplier shall be responsible for such documentation as my be required by Government authorities to effect shipments of the goods subject to this order, including but not limited to commercial invoices, certificates of origin, bills of lading (land and marine), special customs invoices, special consular invoices in the quantities to the destinations and at the designated times required by such laws and regulations in force together with coples of each document to the Purchasers address as noted on the face of this order.
(f) Purchase order number and ‘marks’ are to be shown on all invoices, shipping papers, containers and packing lists. Failure by the Supplier to provide such could delay payment of invoice. If shipment moves on commercial Bill of Lading, Supplier must submit with invoice, the original and one (1) copy of the Bill of Lading. Transportation charges are to be to the Suppliers account, however, if they are expressly indicated on this order otherwise, then the original and one (1) copy of the receipted transportation bill must be submitted and shipment must be by the route and method designated on the face of this order and in the event of no such designation, then the shipment shall be by the least expensive route and method. By acceptance of this order, the Supplier represents that he has complied with all laws applicable to the materials and/or services ordered.
(a) The Supplier warrants that the goods and/or services shall comply with the order and all relevant laws, codes, standards and Supplier’s trade literature and shall not infringe any other party’s rights, that the Goods shall be new, of merchantable quality, free from defects in materials and workmanship and fit for the purpose for which they are sold; and the services shall be performed in skilful and workmanlike manner.
(b) The Supplier shall indemnify WDC against any loss, costs, damages sustained by WDC as result of a breach of this warranty. In addition, WDC may reject all non-conforming Goods. Rejected materials will be returned at the Suppliers expense including all transportation charges paid by Purchaser. Purchaser shall not be liable for goods and services taxes levied against rejected materials.
- In addition to all warranties implied by law, Supplier expressly warrants that all articles, materials and work covered by this order will conform to the specifications, drawings, samples or other descriptions furnished or adopted by Purchaser.
- Supplier guarantees the workmanship and material of Goods manufactured by it and described on this order and agrees to replace or repair within a reasonable period of time without cost to Purchaser any item in which defect workmanship or materials is found, provided claim is made within one (1) year from the date of delivery and the Supplier shall be liable for any and all losses (but excluding consequential loss) sustained by Purchaser by reason of such defect. In the event that the materials are furnished by Supplier but not manufactured by the Supplier then the Supplier guarantees same to the extent of and on the terms of the manufacturer’s warranty.
- All plans, drawings designs and specifications supplied by Purchaser to Supplier shall remain the property of Purchaser and any information derived there from or otherwise communicated to the Supplier, shall be regarded as strictly confidential, and shall not be released without the consent of Purchaser and any information or made use of by Supplier except in connection with furnishing any article or performing any work at the direction of Purchaser.
- In accepting this order the Supplier undertakes to provide all materials and/or perform all services (herein called “the work”), shown or described in the contract plans, drawings, designs and specifications and in strict compliance therewith, and the Supplier further undertakes and agrees that all persons other than employees of the Purchaser, engaged upon the work or entering the premises of the Purchaser for the purpose of performing the contract shall be considered servants or agents of the Supplier and not the Purchaser.
- If the materials furnished hereunder are to be specifically manufactured in accordance with drawings, plans and specifications, the Purchaser may be written order, make such changes in drawings or specifications any difference in price or time for performance resulting from such changes shall be equitably adjusted and the order modified in writing accordingly.
- Safety and Quality:
WDC reserves the right to enter the Supplier’s premises for the purpose of quality audit. Where the Supplier has a quality system, it is WDC’s preference that it conforms to ISO 9001, AS/NZS 4801 or its equivalent and should be utilised in that order. The Supplier shall provide all relevant safety, health and environmental information to WDC such as Material safety data sheets for materials; Information on product recalls (when they occur) and/or instructions for the safe installation, commissioning, operation and maintenance of plant and equipment.
- Termination and Default:
If in the opinion of Purchaser the work is delayed by Supplier for any reason, whether or not for causes beyond the Suppliers control, or if the Supplier at any time advises the Purchaser of its inability to deliver materials on delivery date or perform any terms of this contract or if Supplier fails to deliver on scheduled date the specified quantity or quality of materials, or if the services to be performed by the scheduled date are not fully performed by such date, or if the work is in the opinion of the Purchaser being jeopardised by reason of faulty workmanship of the Supplier, the same shall be deemed a default hereunder and the Purchaser, in addition to any other remedy may on seven 97) days written notice, addressed to the Supplier at its last known address, terminate the contract. If the contract is terminated for other reasons beyond the control of the Supplier then the Purchaser shall be entitled to recover any loss sustained by reason of such termination.
- Purchaser may elect to cancel and order with respect to undelivered Goods (other than those in transit at the time of cancellation) and/or unperformed services at WDC’s convenience. To the extent that the cancellation covers non-standard goods or materials for the performance of services, which may have been manufactured or purchased at WDC’s request, the Supplier shall, upon receipt of notice of cancellation, immediately cease manufacture and supply in accordance with the notice. WDC shall pay the Supplier for the reasonable costs of such goods and materials (after taking into account any amount which the Supplier could retrieve from their reuse or resale) and shall not be liable for any other loss, costs or damages sustained by the Supplier in relation to such cancellation.
The Purchaser may offset any amount owing by the Purchaser to the Supplier (whether liquidated or unliquidated). All rights, including implied rights of the Supplier to offset against any amounts owing by the Purchaser are excluded.
The agreement created hereby shall not be assigned nor shall works required to be performed hereunder be sub-let without the Purchasers consent being obtained in writing first.
- Title and Risk:
Title to and property in and ownership of materials shall remain with Supplier at Suppliers risk until Purchaser has accepted the materials. Materials other than those specified shall not be supplied without the Purchasers written approval. The Supplier warrants that it owns the goods free from encumbrances and any third party claims.
- Time shall be of the essence of this contract and the right is reserved to return for credit any items delivered later than stipulated times and dates.
- These conditions and all matters pertaining to the contract and dale shall be construed in accordance with the laws in force in the jurisdiction where the order originated.