Reliance Worldwide Corporation (Aust.) Pty Ltd (“Purchaser”) Purchases Terms and Conditions
(a) Except as otherwise expressly agreed upon in writing by Purchaser, these Purchases Terms and Conditions shall apply to every purchase of goods or services by Purchaser from Vendor notwithstanding any provisions to the contrary that may appear on a sales order form, invoice or other document issued by Vendor. Purchaser may modify these Purchases Terms and Conditions at any time and the modified Purchases Terms and Conditions shall apply to any Purchase Order placed by Purchaser after Vendor has been provided notice of the modification by Purchaser.
(b) If Purchaser expressly agrees in writing to any special terms (“Special Terms”), then Purchases Terms and Conditions shall be construed as consistent with and in addition to any such additional terms except when the Special Terms specifically vary or override any provision of the Purchases Terms and Conditions.
2. Acceptance – These Purchases Terms and Conditions and Special Terms referred to in section 1(b) form an integral part of the Purchase Order issued by Purchaser. Purchase Order constitutes the entire agreement between the parties relating to the products or services ordered and all negotiations, understandings and agreements prior to the date of Purchase Order are superseded. Written acknowledgement of or performance by shipment or otherwise against Purchase Order (which expression shall include these Purchases Terms and Conditions (unless contrary to the context)) by Vendor constitutes formal acceptance of these Purchases Terms and Conditions and Special Terms. Any additional or conflicting terms and conditions stated by Vendor in accepting or acknowledging this Purchase Order shall not be binding and are expressly rejected.
3. Specifications – If this Purchase Order relates to a drawing and/or specification produced by Purchaser or a related or associated company then all goods or services supplied must conform in all respects to the requirements of that drawing and/or specification and unless otherwise agreed in writing such drawing and/or specification and these Purchases Terms and Conditions and any Special Terms shall be legally dominant. Similarly any quality, attribute, disclaimer, warranty or guarantee qualification limitation or other such restricting clause documented by Vendor is deemed to be contractually unacceptable and rendered null and void.
4. Changes – Purchaser may make changes to Purchase Order, including but not limited to the quantities of items ordered, the time or place of delivery, the method of shipment, the drawings or specifications for the products or the scope of work by signing a written change order. Should any such change affect the pricing set forth, Vendor shall promptly notify Purchaser before proceeding and receive Purchaser’s agreement thereto. No modification or amendment to Purchase Order shall be effective unless in a written change order signed by Purchaser and acknowledged by Vendor. Purchaser shall not be obligated to pay or in any other way be responsible for any products or services furnished without a written Purchase Order from Purchaser.
5. Delivery –
(a) Time is of the essence with respect to Purchase Order. No acts of Purchaser, including without limitation, changes to Purchase Order or acceptance of late deliveries or acceptance of late performance of the scope of work, shall constitute a waiver of this provision. Should Vendor anticipate a delay, it shall notify Purchaser in writing of the anticipated delay and the cause thereof. If requested by Purchaser, Vendor shall cooperate with Purchaser in expediting shipping methods or escalating the performance of the scope of work at Vendor’s expense to avoid delay. Vendor shall bear all risk of loss or damage and otherwise be responsible for all products until they are delivered at the point of delivery specified in Purchase Order. Purchaser reserves the right to refuse or return at Vendor’s risk and expense, shipments made in excess of Purchase Order or received more than seven (7) days prior to the date specified or at Purchaser’s discretion, Purchaser may defer payment until the scheduled delivery date.
(b) All goods must be delivered in a safe condition for handling by Purchaser’s personnel.
(c) All packing shall be suitably marked as to its contents and goods will be accepted into Purchaser’s store or other place of business subject to count and inspection.
(d) All deliveries of goods must be accompanied by relevant delivery docket(s) quoting the particular Purchase Order No.(s). This information must appear on any associated invoice(s) and all correspondence relating to Purchase Order.
6. Inspection – Any products or services provided to Purchaser under Purchase Order shall be subject to inspection by Purchaser at any time prior, during or after use in manufacture or other use by Purchaser. Notwithstanding any inspection, passage of title or any payments hereunder, all products and services shall be subject to final inspection and acceptance by Purchaser.
7. Return of goods or further work by Purchaser – Purchaser reserves the right to return any goods or batch of goods containing faulty or unsuitable items, or not to Purchaser’s drawings and/or specifications or not received by the specified time for delivery or otherwise are in breach of or do not conform with any of these Purchases Terms and Conditions and any Special Terms. In addition, if goods are supplied that do not adhere to drawings and/or to specifications which due to production demands within Purchaser’s factory require additional work by Purchaser to bring them to adhere to drawings and/or specification then the cost of such additional work will be invoiced to Vendor or credited/deducted against Vendor’s invoice. Such additional work by Purchaser shall not invalidate or void or in any way adversely affect the benefit of any warranty provided by Vendor.
8. Payment – Purchaser’s payment shall be in accordance with Purchaser’s standard terms of payment unless a special arrangement is made prior.
9. Quality Assurance –
(a) Vendor acknowledges to Purchaser that the goods or services to be supplied under this Purchase Order are for use in Purchaser’s accredited quality assurance system to ISO 9001.
(b) Vendor agrees and warrants that the goods or services to be supplied shall comply with the relevant national and international product standards.
(c) In addition, if specified on Purchase Order, but also produced by Vendor under the control of a quality system conforming to ISO 9001 or relevant equivalent standard, then this quality system must be specified by Vendor.
10. Cancellation or Termination – If Vendor fails to perform any of its obligations under Purchase Order, Purchaser will notify Vendor of such default, and Purchaser may terminate Purchase Order, without penalty, if such default is not cured by Vendor within ten (10) days of its receipt of written notice from Purchaser. Purchaser may also terminate Purchase Order at any time upon notice and without penalty or liability in the event Vendor is insolvent or a voluntary petition has been filed to declare Vendor bankrupt, a Receiver or Trustee has been appointed for Vendor, or Vendor has executed an assignment for the benefit of Creditors. Termination pursuant to this section shall be without prejudice to any other rights or remedies available to Purchaser at law or in equity. Purchaser may also cancel Purchase Order in whole or in part for convenience. In the event Purchaser cancels for convenience, Purchaser shall pay Vendor for those products delivered or services performed and accepted by Purchaser prior to cancellation. In no event shall Purchaser be liable for lost profits, direct or indirect, incidental or consequential costs or damages
11. Warranty – Vendor warrants the products supplied or services performed under Purchase Order to be free of defects in design, workmanship and materials and to strictly conform with specifications, drawings and samples in all respects and warrants that the products or services will perform in accordance with the drawings and/or specifications set forth in Purchase Order. Vendor warrants that it will perform all services in a professional, workmanlike manner that is consistent with or exceeds industry standards for such services. This warranty is in addition to any other express, statutory or implied warranties under applicable law. All warranties shall survive delivery, performance, acceptance or payment. Vendor expressly extends this warranty to Purchaser, its successor(s), assigns, and its customers or users of the products or services. Vendor acknowledges that, notwithstanding any drawings, specifications or other express descriptions of products set forth in Purchase Order, Purchaser is relying upon Vendor’s skill and judgment to furnish suitable material or skilled workers for the purposes described herein.
12. Confidential Information – Any specifications, drawings, technical information or data (“Confidential Data”) furnished to Vendor hereunder shall remain the sole and exclusive property of Purchaser. Confidential Data shall be kept confidential by Vendor and be used by Vendor only to fulfill Vendor’s obligations to Purchaser under Purchase Order or as expressly authorized in writing by Purchaser, and shall be returned to Purchaser upon request.
13. Intellectual Property – Vendor shall defend any claim, suit, action or proceeding brought against Purchaser or its customers based upon a claim that the products, services or any part thereof infringe upon any patent, trademark or copyright or misappropriate any trade secret, and Vendor shall pay all costs and expenses of investigation, defense and/or settlement or judgment (including, without limitation, all damages and costs awarded therein) of any such claim, suit, action or proceeding. In the event of a claim of infringement, or misappropriation, Purchaser will notify Vendor and provide assistance (at Vendor’s expense) with defending such claims. Additionally, Purchaser may cancel any or all of the unfilled portion of Purchase Order and may return to Vendor for full credit any unused products which have been delivered to Purchaser. All products or any parts thereof and all work product resulting from services provided that are first created by Vendor pursuant to Purchase Order shall be the proprietary information of Purchaser and subject to the confidentiality provisions contained herein. Vendor hereby assigns all right, title and interest in all such products or parts thereof or work product to Purchaser and agrees to cooperate with Purchaser and execute such documents as may be reasonably requested to record, secure and perfect such assignment.
14. INDEMNITY AND INSURANCE – VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS PURCHASER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, CLAIMS, SUITS, COSTS, EXPENSES OR LIABILITY (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL LOSS) ATTRIBUTABLE TO ANY BODILY INJURY, PERSONAL INJURY, SICKNESS, DISEASE OR DEATH, OR TO DAMAGE OR DESTRUCTION OF PROPERTY (INCLUDING LOSS OF THE USE THEREOF), CAUSED IN WHOLE OR IN PART BY, ARISING OUT OF OR RESULTING FROM:
(i) ANY NEGLIGENCE OF VENDOR IN PERFORMING PURCHASE ORDER;
(ii) ANY DEFECT OR ALLEGED DEFECT IN MATERIALS OR PRODUCTS SUPPLIED PURSUANT TO PURCHASE ORDER;
(iii) ANY ACT OR OMISSION BY VENDOR IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER PURCHASE ORDER, OR
(iv) ANY FAILURE OF VENDOR TO PERFORM ANY OBLIGATION UNDER PURCHASE ORDER.
Vendor shall maintain appropriate sufficient General Liability, Property Damage, Product Liability, Employer’s Liability Insurance and Professional Indemnity Insurance (if supplying services) (copies of Certificates of Currency of these Insurance policies are to be provided without delay by Vendor upon request by Purchaser) as will protect Vendor and Purchaser from risk associated with the performance of Purchase Order and the fulfilment of these indemnification obligations.
The obligations in this paragraph shall survive cancellation, termination or fulfilment and acceptance of Purchase Order with respect to the products or services furnished hereunder.
15. Laws – Vendor represents and warrants that the products and/or services set forth will be produced, manufactured, delivered and performed in compliance with all federal, provincial, state, municipal and local laws, and Vendor agrees to comply with all labour laws and governmental requirements pertaining to non-discrimination and ensure that any subcontractors comply with same. Vendor shall provide Purchaser with all documentation, including without limitation, certificates of origin which are necessary to support Purchaser’s application for any applicable import or export authorisation or as otherwise requested by Purchaser to confirm compliance with applicable law. Vendor shall hold Purchaser harmless from all fines, costs of compliance, penalties and other costs and expenses resulting from noncompliance.
16. Assignment – Vendor shall not assign or transfer its rights, or delegate or subcontract its obligations in whole or in part, without the prior written consent of Purchaser. Any attempted assignment or delegation without Purchaser’s written consent shall be void and shall constitute a material breach of Purchase Order.
17. Governing Law – Purchase Order shall be construed and enforced according to the laws of Victoria, Australia excluding its conflicts of laws provision. The products covered under Purchase Order may be part of a federal contract and may be within the jurisdiction of a federal entity.
18. Independent Contractor – Vendor shall be deemed to be an independent contractor in the performance of Purchase Order and shall not be deemed to be an agent, servant, joint venturer, or partner of Purchaser or any of its affiliates. All persons furnished, used, retained, or hired by or on behalf of Vendor shall be considered to be solely the employees or subcontractors or consultants of Vendor, and Vendor at all times shall maintain such supervision and control over its employees as is necessary to preserve its independent contractor status. Vendor shall be responsible for payment of any and all unemployment, social security, withholding, and other payroll taxes for its employees, as applicable, including any related assessments or contributions required by law.
19. PPSA – For goods ordered from an Australian Vendor
(a) Vendor acknowledges and agrees with Purchaser that it will not register any security interest in relation to this Agreement under the Personal Property Securities Act 2009.
(b) ‘Security interest’ has the meaning which it is given in Section 12 of the Personal Property Securities Act 2009.
20. Availability of these Purchases Terms and Conditions – These Purchases Terms and Conditions as amended from time to time are available on Purchaser’s website, the details of which are: www.rwc.com.au