Vision Australia Purchase Order Conditions for Suppliers

This Purchase Order is subject to Vision Australia’s Standard Purchase Order Term and Conditions for the purchase of Goods (attached).  By accepting the Purchase Order you agree to be bound by those Terms and Conditions.  The Purchase Order will be deemed to be accepted if you do not notify Vision Australia of non-acceptance within three Business Days of receiving this Purchase Order.

1. INTERPRETATION

1.1      Meanings: (a) ACL: Australian Consumer Law as applicable as a law of the Commonwealth and in each State and Territory of Australia; (b) Acts: the Competition & Consumer Act 2010 (Cth), the ACL and the Goods Act 1958 (Vic) and any regulations under them; (c) Default Interest Rate: 4% above the rate in the Penalty Interest Rates Act (Vic) 1983; (d) Delivery Address: the address specified in the Purchase Order Form where we direct you to deliver the Goods; (e) Delivery Date: the date you are to deliver the Goods or Services to us as we stipulate in the Purchase Order Form; (f) Force Majeure Event: any matter outside the control of a party; (g) Goods: the products to be supplied by you to us of the type and in the quantity specified under this Order; (h) GST and Tax Invoice each has the meaning given to that term in the New Tax System (Goods and Services Tax) Act 1999 (as amended) (Cth) and any regulation made under that Act; (i) Order: the contract between us and you for the supply of the Goods Services comprising these Terms and our Purchase Order Form to which these Terms are attached; (j) our Rep: each of our directors, officers and managers; (k) Supplier/you: the supplier referred to in this Purchase Order Form and its directors, officers, employees, agents and representatives; (l) these Terms: these Standard Purchase Order Terms and Conditions; (m) We / us: Vision Australia Limited ABN 67 108 391 831.

1.2      Unless the context otherwise requires, words importing the singular shall include the plural and vice versa. Headings are for convenience only and must be ignored in construing this document. References to any person include references to any individual, company, body corporate, association, partnership, firm, joint venture, trust and government. References to any party include references to its respective successors and permitted assigns. The word “include” in any form is not a word of limitation.

2. BINDING ORDERS

We are not bound by an Order unless it is on our Purchase Order Form and signed by our Rep.

3. CONTRACT PRICE

3.1      Unless otherwise stated, all prices are firm, not subject to rise and fall, exclude GST and in Australian dollars.

3.2      If payment of any money you owe us is overdue, it incurs interest at the Default Interest Rate.

4. QUALITY

4.1      The Goods must be equal in quality in all respects to any samples, patterns and specifications (Specifications) you supplied but where no Specifications are provided with the Goods must be of the best material and workmanship fit for their purpose and comply with the Acts.  Our decision as to whether the Goods comply with the Specifications and the Acts shall be binding and conclusive.

4.2      We reserve the right to make a claim against you on account of any Goods which are not in our opinion satisfactory, are defective, damaged, of inferior quality or workmanship or in breach of the Acts.

5. SUPPLIER'S WARRANTIES

You warrant:

(a)         the Goods will satisfy clause 4.1;

(b)        you will obtain and pass to us (or hold on trust for us) all usual and trade warranties and any further warranties we may request;

(c)         the Goods are free of all liens, encumbrances, attachments or similar claims (Claims) and you have good and marketable title to them;

(d)        you will either defend for us or allow us to defend (at our absolute discretion), at your cost, any Claims arising out of or in connection with the Goods;

(e)         the sale or use of the Goods does not and will not infringe any patent, copyright, trademark or trade secret related to them; and

(f)         we and our Reps have made no representations to you prior to this Order upon which you have relied in entering into this Order.

6. PACKAGING
7. A minimum Board Grade 2C cartons should be used for packing print material. This will ensure that stock quality is maintained during transit and manual handling. 
8. Stock items to be packed into cartons in the unit of issue (UOI)specified. 
9. Cartons must be designed to suit the size and quantity of the stock item. 
10. Cartons must not exceed 15kgs in weight. If carton weight exceeds 15kgs, a “HEAVY” warning label is to be applied to each carton. 
11. Do not pack multiple items in one carton; each item must have its own carton/packaging. A strict one product per carton policy applies. 
12. All packaging to be carried out in such a manner so as to preclude or negate any damage whilst in transit and during storage & handling, with a strong preference for using plain cartons for easy identification. 
13. All cartons in the consignment must be labelled, including outer and innercartons. 
14. Cartons must be clearly labelled at the small end of the carton with the following information (please refer to label template below): 
    o Suppliers Name
    o Customers Name
    o Customer Purchase Order Number – including a CODE 128 BARCODE o Item Number / Product Code – including a CODE 128 BARCODE
    o Version Date / ID
    o ItemDescription
    o Unit of Measure (UOM)
    o Units per Carton
    o Number of cartons e.g. 1 of 10 cartons, 2 of 10 cartons etc. 
15. DELIVERY NOTES

A delivery note quoting the order number and part numbers of the Goods (if any) must be sent with all Goods, firmly attached in an envelope on the outside of the crate or package.

8. DELIVERY

8.1      All Goods must be delivered free of carriage and handling charges to the Delivery Address by the Delivery Date.

8.2      Goods must not be delivered in instalments or batches unless we otherwise request.

9. ADDITIONAL COSTS AND CHARGES

If we pay any extra costs including but not limited to premium air or road freight charges (Costs) because of your failure to deliver the Goods in accordance with this Order, the Costs will at our option be deducted from any money we owe to you at any time, or shall be a debt immediately due by you to us (Debt).

10. INSPECTION AT DELIVERY ADDRESS

Goods are subject to our inspection upon arrival at the Delivery Address.  If we find them unsatisfactory, defective, of inferior quality or workmanship, have been damaged in transit as a result of defective packaging, are in breach of the Acts, or fail to meet any other requirements of this Order, we may return them Goods to you, any costs we incur in connection with such shipment of Goods shall be repaid to us by you immediately, and we need not pay for such Goods.

11. RISK AND TITLE & INSURANCE

Goods shall be at your sole risk until we accept them. Title passes to us on our acceptance of the Goods. You must fully insure them until title passes to us.

12. DEFAULT AND CONSEQUENCES

12.1   In addition to any other termination rights we may immediately cancel this Order if you:

(a)         do not fulfil it in accordance with any of these Terms; or

(b)        become bankrupt, or (being a company) are wound up compulsorily, pass or purport to pass a resolution to enter into liquidation (whether compulsory or voluntary), have execution levied on your goods, or enter into any arrangement for the benefit of its creditors.

12.2   If you fail to supply any Goods by the Delivery Date, or otherwise breaches this Order, we may:

(a)         purchase elsewhere and charge you with any difference between the cost of such goods and the price in the Order; and

(b)        deduct any money you owe us from any money which may at any time become due to you, or the amount of such difference may be recovered as a debt due by you to us. 

13. TERMINATION AND SUSPENSION

13.1   We may also at any time, in our absolute discretion, terminate this Order on 24 hours prior written notice, and you must then immediately cease delivery of the Goods in accordance with and to the extent specified in the notice and immediately do everything possible to mitigate any costs you incur arising from such cancellation.

13.2   Where we terminate this Order under clause 13.1, we shall pay the value of the Goods accepted by us up to the time of the cancellation.  No compensation shall be paid to you to cover any loss or damage, actual or anticipated profits or any consequential, special, contingent or other damages. 

13.3   We may suspend the Order at any time.  We shall not be liable for any loss or damage to you whether direct or indirect as a result of suspension of the Order.

14. RISK AND INDEMNITY

14.1   To the extent permissible by law you deliver the Goods to us at your own risk and undertake the risk until full completion of the delivery of the Goods. You shall be liable for and indemnify and keep indemnified us and our directors, officers, agents, employees and invitees (the Indemnified) against all actual, direct, indirect or alleged claims, damages, demands, losses, costs, liabilities, suits, actions, expenses or proceedings of whatsoever nature whether arising under any statute or at common law arising out of or in connection with:

(a)         injury to (which shall include illness) or death of any person (including the Indemnified) in, on or near any part of the Delivery Address or elsewhere;

(b)        damage to or destruction of any property real or personal (including property of the Indemnified, you or any third party);

(c)         any loss of or damage to any plant, equipment or materials in undertaking the delivery of the Goods (whether of the Indemnified or you or any third party); and

(d)        any and all claims arising out of or in connection with the Goods;

caused directly or indirectly by:

(e)         the delivery of the Goods;

(f)         your failure to fully and properly deliver the Goods in accordance with this Order and to a sufficiently high standard;

(g)         your failure to observe or perform any obligation, term, condition or stipulation in this Order;

(h)        your negligent acts or omissions; or

(i)          your presence on or about the Delivery Address,

except to the extent that such injury, death, damage or destruction is the result of the negligence of the Indemnified.

14.2   To the extent permissible by law you release us and our Reps from and against any claims, suits, demands, actions now or at any time in the future by anybody relating directly or indirectly to this Order, the delivery of the Goods or the termination of this Order.

15. Code of Conduct and/or modern slavery statement

Our Supplier Code of Conduct (SCOC), sets out the minimum standards of behaviour that Vision Australia expects its suppliers to meet in the areas of labour and human rights, health and safety, environment, business integrity, privacy and supplier diversity

16. Notices

Any notice or communication under an Order will be effective if it is in writing, signed and delivered to the us or you as the case may be, at the address or facsimile number set out in Purchase Order Form.

17. MISCELLANEOUS

17.1   Time is of the essence of this Order.

17.2   A Tax Invoice with the order number and product numbers (if any) must be sent to us at our address as stated in this Order, immediately after delivery of the Goods to the Delivery Address.  A full detailed statement must be sent to our address as stated in this Order within one month of the date of delivery of the Goods to the Delivery Address.

17.3   Payment will be made no later than 30 days from the end of the calendar month during which we accept the Goods and have received a Tax Invoice.  Your failure to comply with clauses 9 and 19.2 will delay payment.

17.4   The implied conditions and warranties contained in the Acts are incorporated in this Order.  This Order otherwise constitutes the entire agreement and understanding between us and you regarding its subject matter and supersedes any prior Order or understanding on anything connected with it and may not be modified except by written agreement of us and you.

17.5   To the extent permissible by law all implied warranties and conditions imposed upon us are expressly excluded from this Order.

17.6   The law of Victoria is the proper law of this Order and the parties submit to the jurisdiction of Courts of Victoria and Courts which may hear appeals therefrom.

17.7   If either party is unable wholly or in part, by reason of a Force Majeure Event to carry out any obligation under this Order it shall promptly give notice to the other party specifying the Force Majeure Event and the likely duration of its inability to perform and that obligation shall be suspended so long as the Force Majeure Event continues.

17.8   A waiver of a breach of this Order is not effective unless it is in writing and shall not constitute a precedent or a waiver of any succeeding or other breach of this Order or any other order between us and you.

17.9   If any provision of this document is or becomes invalid, illegal or unenforceable, in whole or in part, then the provision will apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

17.10    To the extent that it is not possible to delete or modify the provision, in whole or in part, under clause 15.9, then such provision or part of it will, to the extent that it is illegal, invalid or unenforceable, be deemed to not form part of this document and the legality.