Purchasing Terms and Conditions
1.1 This Agreement applies to all orders for goods and services (Supplies) placed by the Rookwood General Cemeteries Reserve Land Manager (RGCRLM) to you, the supplier.
1.2 There may be additional terms and conditions in the order or in the contract between you and RGCRLM. If there is any inconsistency, the provisions of the order, then the contract prevail over this Agreement.
1.3 No other terms or conditions, nor any variations, apply unless agreed in writing.
1.4 Your provision of the Supplies constitutes your acceptance of this Agreement.
2. Price and Payment
2.1 Your quoted price is fixed and inclusive of all taxes, including GST, insurance, freight and delivery costs including costs associated with the return of Supplies wrongly supplied or defective Supplies.
2.2 Provided that RGCRLM has accepted the Supplies, RGCRLM will pay you within 30 days of receiving a valid tax invoice and any other information requested. Please include purchase order number in all your invoices.
2.3 Please send tax invoices by email to firstname.lastname@example.org
2.4 To register as a small business supplier, visit the Department of Finance, Services & Innovation (https://www.finance.nsw.gov.au/doing-business-ofs/registering-industry-small-business-supplier) website.
2.5 Please address any complaints about late payments by contacting us on (02) 8575 8100.
3. Delivery and Acceptance
3.1 You must provide the Supplies on the date, time and place specified by RGCRLM. Time is of the essence. You must use all reasonable commercial endeavours to ensure that any delivery is made on time.
3.2 RGCRLM reserves the right to cancel any order at any time prior to delivery.
3.3 You assume all risk in the Supplies until the RGCRLM accepts them. RGCRLM will usually inspect the Supplies on delivery and, if satisfied that they meet the specifications, will accept them. Title to the Supplies transfers to RGCRLM when RGCRLM accepts the Supplies.
3.4 You bear the cost of storing, handling and returning any Supplies that RGCRLM does not accept.
3.5 You must ensure that all invoices, packing slips and other documents have an order number, description and the name of the RGCRLM representative. RGCRLM will not accept the Supplies nor pay for them unless the order number is included on your documentation.
4.1 You warrant that, when title in the Supplies passes to RGCRLM, the Supplies will be free from any charge, liability or defect; comply with all applicable standards; be fit for purpose; and conform to the description ordered.
4.2 You must provide RGCRLM with the benefit of any third party warranties for the Supplies.
4.3 You warrant that the Supplies do not infringe the intellectual property rights of any third party.
4.4 You warrant that all personnel engaged to provide the Supplies are appropriately qualified, competent and experienced and hold all necessary licences, permits and authorisations.
5.1 You must, at your own cost, remedy any defect in the Supplies within 30 days of being notified by RGCRLM . If you fail to do so, RGCRLM may, at your expense, arrange for a third party to undertake the remedial work or return the Supplies to you. You must refund the full price of the returned Supplies.
5.2 If you fail to provide any agreed deliverable, or complete any agreed milestone, you must use all reasonable endeavours to correct the issue which caused the failure, at no additional cost to RGCRLM .
6. Work, Health and Safety (WHS)
6.1 You must undertake your own identification and analysis of all WHS risks associated with the Supplies.
6.2 You must ensure the health and safety of all people whom your activities may affect under this Agreement, in compliance with WHS laws.
6.3 You warrant and represent that you have (and will ensure that your subcontractors have) the necessary resources in place to comply with WHS laws; and taken all necessary measures to assess and eliminate or control risks arising from hazards associated with the Supplies.
6.4 You must comply with RGCRLM's WHS policy and report to RGCRLM any incidents and near misses.
7. Insurance and Indemnity
7.1 You must hold appropriate insurance, including public liability insurance, to cover all risks for the Supplies provided.
7.2 You indemnify RGCRLM, its employees and agents and the State of NSW against any claim, loss or expense (including arising out of personal injury, death, damage to property or infringement of intellectual property rights) which any of them pays, suffers or is liable for (including reasonable legal costs on a solicitor client basis) arising out of your or any of your employees, contractors or agents unlawful, negligent, reckless or deliberately wrongful acts or omissions in providing the Supplies, performing this Agreement or breaching this Agreement.
7.3 You agree to co-operate with RGCRLM (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of you providing the Supplies including but not limited to disputes, complaints, investigations or litigation that arise out of or relate to incorrect information you have given RGCRLM. This clause will survive termination of this Agreement.
8.1 RGCRLM may terminate this agreement if you breach this Agreement and do not remedy the breach within seven days of RGCRT notifying you of that breach.
8.2 RGCRLM will not in any circumstances be liable for any consequential loss or loss of profits suffered by you as a result of this Agreement terminating.
9.1 You may not transfer this Agreement, nor subcontract your obligations, without RGCRLM's prior written consent.
9.2 The rights and remedies under this Agreement are in addition to, and do not limit, any other rights of RGCRLM at law.
10. Governing Law
10.1 This Agreement is to be interpreted according to the laws in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of New South Wales