Terms and Conditions

UnitingCare Queensland and ARRCS General Terms and Conditions Of Purchase Order

1. Definitions

In these terms and conditions, ‘Goods’ means the products, goods, consumables and/or materials to be supplied under this contract, ‘Licence’ means a licence, qualification, permit or registration issued or granted by a government agency or professional body or any statutory requirement, necessary for the supply of the Goods or Services under this contract and includes a current National Criminal History Record Check or a Positive Notice, Yellow Card or Blue Card under any applicable legislation, ‘Modern Slavery’ has the meaning given in section 4 of the Modern Slavery Act 2018 (Cth), ‘Order’ means this Purchase Order for the supply of Goods or Services, ‘Services’ means any services or works to be supplied under this Order, ‘Supplier’ means the party engaged to supply Goods and/or Services under this Order, ‘Supplier Code of Conduct’ means the UnitingCare Supplier Code of Conduct, which is available on the UnitingCare website at www.unitingcareqld.com.au/get-involved/join-us/procurement, and may be updated from time-to-time, ‘Customer’ means the organisation requesting a supply under this Order, UnitingCare Qld Limited (ABN 84 675 001 493) or Australian Regional & Remote Community Services Limited (ARRCS) (ABN 88 167 926 132).

 

2. General

Except where a contract or agreement is in place between the parties, these terms and conditions govern the supply of Goods and Services as specified by this Order and shall be the only terms and conditions relating to the supply. Upon acceptance of this Order by the Supplier, these terms and conditions form part of a binding contract between the Customer and the Supplier for the supply of the Goods and/or Services stated on the Order. By supplying the Goods and/or Services stated on this Order, the Supplier is deemed to accept the Order, unless the Supplier has notified the Customer within 7 days of receiving the Order and the Customer agrees to alternative terms and conditions for the supply.

3. Prices

The price for the Goods and/or Services stated on this Order is firm and cannot be varied except with the prior written consent of the Customer. The price includes all costs and expenses incurred in the supply, including travel and delivery charges and consumables, unless otherwise itemised and stated on the Order.

4. Licences

Prior to supplying the Goods or Services, the Supplier must obtain, at its own expense, all necessary Licences and at the Customer’s request, provide a copy to the Customer.

5. Performance

The Supplier must, in performing any Services on a premises/site controlled by the Customer, or one of its clients, not interfere with any of the Customer’s activities or the activities of any person on the premises/site and all applicable laws, regulations and contracts. The Supplier must not engage any subcontractors or agent to perform any or all of its obligations under this Agreement without the prior written consent of the Customer.

6. Invoices and payments

All invoices issued by the Supplier must quote the Order number and provide details of the Goods or Services supplied (including details of time worked if charged on a time costing basis). Invoices are to be forwarded to the address on the Order. The price on the invoice must show the amount owing ex-GST, the GST component and a total price inclusive of GST. Invoices will be paid 30 days from invoice date month end, except where the Customer disputes the invoice, in which case:
1) the customer will pay the undisputed portion of the relevant invoice (if any) and dispute the balance; and
2) if the resolution of the dispute determines that the Customer must pay an amount to the Supplier, the Customer will pay that amount upon resolution of that dispute.
The Supplier must comply with any reasonable request by the Customer regarding any audit or review, including to promptly supply to the Customer any information and documents requested by the Customer in connection with any such audit or review.  The Customer is responsible for costs incurred by it in relation to an audit unless the audit reveals material non-compliance by the Supplier with the Supplier's obligations under this Agreement, in which case the Supplier is liable to the Customer for the costs incurred by the Customer in relation to the audit.

7. Delivery

The Supplier shall provide a delivery advice with each delivery of Goods. All advices must quote the Order number. All Goods shall be suitably packed to ensure they are delivered in good condition to the address on the Order.

Where the Goods are not received by the delivery date specified in the Order or as agreed between the parties, the Customer may cancel the Order in respect of all or part of the incomplete supply and pay only for the supply received. Where the Supplier's inability to supply on time is due to causes beyond its control, the Supplier may request an extension of time as it deemed reasonable, such extension shall not be unreasonably withheld by the Customer. Goods delivered in error, or failing to comply with the terms of the Order, will be returned to the Supplier at the Supplier's expense.

 

8. Warranties

The Supplier agrees to perform its obligations under this Order and contract in a competent and professional manner and to ensure its personnel performing any work are appropriately qualified, skilled and supervised. The Supplier agrees to comply with all laws and regulations and any reasonable requests by the Customer. The Supplier shall ensure the Goods and Services conform to any relevant specifications, be undertaken in accordance with any relevant Australian standards, be fit for their intended purpose and any other purpose made known by the Customer, be new (unless otherwise agreed), be of merchantable quality and free from any defect in design, materials and workmanship for a minimum of twelve months or for the period of warranty specified in a manufacturer warranty or guarantee. Any defective Goods or Services shall be returned to the Supplier and shall be repaired or replaced or re-supplied at the Supplier's expense.

The Goods may be subject to inspection, testing and acceptance by the Customer at all times and places. 

9. Indemnity

The Supplier is liable and shall indemnify the Customer and its personnel from any claim (including without limitation costs, expenses and legal fees) arising from or in respect of (a) claims that any product infringes any intellectual property rights; (b) the failure of the Supplier to comply with its obligations under this Order and contract, or (c) any personal injury or damage to person, property whether real or personal, insofar as that injury or damages arises out of the Supplier’s negligence, or such negligence of its employees, agents or sub-contractors. The Supplier’s liability and indemnity under this clause is reduced proportionately to the extent that any loss or damage is caused by a negligent act of omission of the Customer or its employees. The Customer holds the Supplier’s indemnity on trust and for the benefit of its employees and affiliates.

10. Limitation of liability

The Customer accepts liability for its negligence and any negligent act or omission of its employees. The Customer’s liability under this clause is reduced proportionately to the extent that any loss or damage is caused by a negligent act of omission of the Supplier or its employees.

To the extent permitted by law, neither the Customer nor the Supplier will be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.

11. Title and risk in goods

Title to Goods, free of encumbrances and other adverse interests, shall pass to the Customer upon delivery or payment, whichever is the earlier. Risk in Goods remains with the Supplier until the Goods have been delivered (or where appropriate, installed) at the location specified in the Order and accepted by the Customer.

12. Ownership of intellectual property

Where Goods supplied in respect of this Order have been prepared specifically for the Customer and are not available to the general public, the Customer shall own any copyright subsisting in the Goods, all plans, designs, computers programs and other works created by the Supplier in the course of and for the purpose of this Order. The Supplier grants the Customer a non-exclusive, irrevocable, perpetual, free licence (including a right to sublicense) to use, modify, adapt and publish any Goods for any purpose, other than commercial exploitation, to the extent that the Goods embodies any of the Supplier’s intellectual property rights.

13. Governing law

These terms and conditions shall be construed in accordance with the laws of the State of Queensland and the parties submit to the courts of that jurisdiction.

14. Workplace Health & Safety & Child and Client Safety

The Supplier will ensure that any of its employees, agents and subcontractors that enter on any of the Customer’s premises comply with all:

• reasonable directions given by the Customer,
• applicable workplace health and safety policies and requirements, and
• child & client safety policies and requirements (see the Supplier Code of Conduct for more information).

15. Safety and hazardous material

The Supplier must ensure that it and its personnel, including subcontractors observe at all times safe work practices when supplying the Goods or Services. The Supplier is responsible for ensuring that its personnel and subcontractors have undertaken any necessary hazard awareness training for the supply of the Goods and Services and must supply suitable and appropriate safety clothing and equipment for undertaking any work relating to this Order.

16. Confidentiality

The Supplier agrees to keep Confidential Information of the Customer as confidential and agrees not to use the information other than for the purposes of this Order; or directly or indirectly disclose the information to any third party, beyond those reasonably involved in the contract on a need to know basis; without the prior written consent of the Customer. For the purpose of this clause, "Confidential Information" means any information designated by the Customer as confidential, or which is by its nature is confidential. No information will be regarded as confidential if it is already in the public domain; is received by the Supplier from a third party who is lawfully in possession and has the power to disclose the information; becomes available to the Supplier by any means other than a breach of this agreement by the Supplier.

17. Privacy

The Supplier acknowledges that it must comply with the Privacy Act 1988 (Cth) and any laws governing privacy or personal or sensitive information and must not engage in any act that would cause the Customer to be in breach of any privacy legislation. The Supplier must establish effective measures to safeguard personal and sensitive information from unauthorised access, modification, use, loss or disclosure and ensure that any personal or sensitive information is only used or disclosed in accordance with the privacy legislation. The Supplier must immediately notify the Customer of any breach relating to the Customer’s personal or sensitive information.

18. Modern Slavery

In performing its obligations under the Order, the Supplier will and will ensure all of its agents, contractors and sub-contractors comply with all applicable laws, statutes, regulations in force from time to time, including but not limited to the Modern Slavery Act 2018 (Cth). The Supplier will take reasonable steps to ensure that there is no Modern Slavery in the Supplier’s agents, contractors and/or sub-contractors supply chains or in any part of their business.

The Supplier represents and warrants that it conducts its business in a manner that is consistent with the principles of the Modern Slavery Act 2018 (Cth). The Supplier also represents and warrants that neither the Supplier, nor any of its officers, employees or others persons associated with the Supplier has been convicted of (or is the subject of any investigation, inquiry or enforcement proceedings in relation to) any offence involving Modern Slavery.

The Supplier will notify the Customer as soon as it becomes aware of any actual or suspected Modern Slavery in a supply chain which has a connection to the Order. The Customer may request the Supplier to provide information and/or complete surveys relating to its supply chain.

19. Supplier Code of Conduct

In performing its obligations under the Order, the Supplier will, and will ensure its agents, contractors, and subcontractors, comply with the Supplier Code of Conduct. The Supplier will notify the Customer, in writing, within 10 business days, of such non-compliance with the Supplier Code of Conduct.

The Customer may request the Supplier to provide information and/or complete surveys relating to the conduct of its business generally.

20. Insurances

The Supplier shall obtain and maintain all applicable and appropriate insurances, (including public liability, workers' compensation, vehicle, professional indemnity and general commercial insurance) in an amount sufficient to cover the Supplier’s liabilities under this Order.

21. Conflicts of interest

It is the Supplier’s responsibility to avoid any actual or apparent conflicts between the Supplier’s duties or obligations to the Customer and other parties. The Supplier must not release any advertising material using the Customer’s name or logo.

22. Termination

Termination for cause - Customer

22.1. The Customer may terminate this Agreement by giving written notice to the Supplier if the Supplier:

1) materially breaches the terms and conditions of the Agreement and the breach cannot be remedied, or the breach can be remedied but the Supplier has not remedied the breach within 30 days of the Customer issuing a notice of the breach to the Supplier;

2) the Supplier is found to have given any bribe or gratuity, bonus, or discount of any sort to any officer, employee or agent of the Customer; or

3) is Insolvent.

22.2. If the Customer terminates the Agreement pursuant to clause 22.1, the Supplier shall be indebted to the Customer for the loss, cost and damage incurred by the Customer as a consequence of the breach and the termination.

22.3. On termination of this Agreement pursuant to clause 22.1:

1) the Customer must, within 15 Business Days of the date of the notice of termination, pay the Supplier the amount due to the Supplier for the Goods supplied and the Services performed in the relevant period up to the date of termination; and

2) except as set out in clause 22.3, the Supplier is not entitled to any other payment, including for any loss of profit or other consequential costs, losses or damage.

The Customer's rights under this clause 22 are without prejudice to any right of action or remedy at Law which has accrued or may accrue in favour of the Customer under this Agreement or otherwise at Law.

 

Termination for cause - Supplier

22.4 The Supplier may terminate the Agreement immediately upon written notice only if the Customer materially breaches the terms and conditions of the Agreement and the breach cannot be remedied, or the breach can be remedied but the Customer has not remedied the breach within 30 days of the Supplier issuing a notice of the breach to the Customer.

 

Termination for Convenience
22.5 Notwithstanding any other provision of this Agreement, if permitted by law, the Customer may at its sole convenience, terminate the whole or any part of this Agreement by giving 30 days written notice to the Supplier.  Upon receipt of a termination notice, the Supplier must cease to manufacture or deliver the Goods or provide the Services and mitigate the Supplier’s costs.  

22.6 Upon termination of the Agreement, any outstanding Orders will also be automatically terminated.  If the Customer terminates the Agreement under this clause, the Customer's liability to the Supplier in relation to this Agreement shall be limited to: 

(1) the amounts already owing pursuant to this Agreement for Goods delivered and Services performed up to the date of termination; 
(2) the Supplier's reasonable and documented expenses directly relating to the termination, including any reasonable expenditure incurred prior to termination which is directly attributable to the supply of the Goods and Services not otherwise recoverable by the Supplier from third parties.

22.7 Upon any payment being made under clause 22.6, title in property, material, parts and/or complete or incomplete Goods will pass to the Customer and the Supplier must upon demand make the items available for collection by the Customer or, at the Customer’s cost, deliver any such property, material, parts and/or complete or incomplete Goods to the Customer.

23. Relationship

Nothing in this contract constitutes a relationship of partnership or employer and employee between the parties. The parties expressly deny any such relationship.