RETAIL DIMENSION LIMITED
PURCHASE ORDER TERMS
1. CONTRACT FORMATION
1 Subject to clause 1.2, this contract for the sale and purchase of Goods and/or Services (Contract) will arise upon the person or entity supplying the Goods and/or Services (Supplier) accepting a purchase order placed by Retail Dimension Limited (RD) with the Supplier (Order) (whether by written acknowledgement or by delivery) and will comprise the terms of the relevant Order (including any ‘conditions of order’ displayed on the Order) and these terms. For the purposes of the Contract, Goods and Services are the goods and/or services described in the Order.
1.2 If there is any inconsistency between the terms of the relevant Order and these terms, the terms of the relevant Order will prevail.
1.3 The Contract comprises the entire agreement of the parties in relation to the supply of Goods and/or Services.
1.4 If the Order is not accepted by the Supplier within 10 working days of the date of the Order, RD may cancel an Order.
2. PRICE AND TERMS OF PAYMENT
2.1 The price of the Goods and/or Services will be as set out in the Order and includes all costs and expenses incurred by the Supplier in relation to provision of the Goods and/or Services. If no price is specified in the Order, the Supplier must confirm the price with RD before supplying the Goods and/or Services.
2.2 The Supplier must, following delivery of the Goods and/or Services, send valid GST invoices to RD.
2.3 Subject to compliance with these terms and there not being manifest errors or discrepancies, RD will pay the Supplier’s invoice on the 20th of the month following the date of the invoice. However, if RD disputes an invoice, RD may withhold payment until the dispute is resolved.
2.4 RD may withhold, deduct or set off any amount that was previously overpaid or any amount recoverable by RD from the Supplier.
3. PACKING AND DELIVERY
3.1 The Supplier will adequately pack and protect the Goods against damage and deterioration, at the Supplier’s expense.
3.2 The Supplier must deliver the Goods and/or Services to the location nominated by RD not later than the date/s and time/s specified in the Order or, if no date and/or time is specified in the Order, within a reasonable time of the date and/or time specified in the Order.
3.3 Unless otherwise agreed in writing, the Supplier shall be responsible for the cost of and arranging delivery (including all packaging, transportation, insurance and handling costs).
4. PASSING OF TITLE AND RISK
4.1 Subject to RD’s rights under clauses 3 and 6.1, risk and title to the Goods will pass to RD on delivery. The Supplier will not register a security interest in the Goods.
5.1 In addition to all other warranties, conditions or other terms expressed or implied by law or otherwise, the Supplier warrants to RD and to any subsequent purchaser of the Goods and/or Services that:
(a) the Goods and/or Services will comply and conform with any specifications supplied by RD or agreed between the parties, will be fit for any purpose that RD makes known to the Supplier and will comply with all laws;
(b) the Goods will, where applicable, be properly installed and integrated;
(c) at the time of delivery, the Goods will be free of any security interest, lien or other encumbrance;
(d) the Supplier has all intellectual property rights relating to the Goods and/or Services required for the Goods and/or Services to be provided to RD and neither the Goods and/or Services, nor the provision or use of the Goods and/or Services will breach any intellectual property rights;
(e) the Services will be carried out with reasonable care, diligence and skill and performed by persons with the requisite skill and experience in accordance with good industry practice as would be expected from a leading supplier in the relevant industry; and
(f) the Supplier will comply with all applicable legislation, regulation and industry codes of practice.
6. DEFAULT AND CANCELLATION
6.1 If the Supplier breaches any term of the Contract then, without prejudice to any other remedy or right, RD may:
(a) If the term relates to Goods, reject the Goods in whole or in part and return the Goods to the Supplier at the Supplier’s risk and expense and the Supplier must immediately reimburse RD for any monies paid in respect of the returned Goods;
(b) If the term relates to Goods, require the Supplier to replace, repair, reinstate or re-supply the Goods at the Supplier’s expense so that they conform to the Contract or have the Goods replaced, repaired or re-supplied by another person and recover the cost of doing so from the Supplier;
(c) If the term relates to Services, require the Supplier to perform the Services again to the required standard at the Supplier’s expense or have the Services re-supplied by another person and recover the cost of doing so from the Supplier;
(d) If the term relates to health and safety, immediately terminate (or suspend Supplier’s performance of) this Contract and/or any Order by written notice to Supplier;
(e) Suspend payment for the Goods and/or Services until the breach has been remedied to RD’s reasonable satisfaction;
(f) Terminate the Contract or cancel any Order effective immediately if the Supplier fails to remedy any breach of the Contract within 10 working days of giving written notice to the Supplier specifying the breach and requiring it to be remedied; and/or
(g) Terminate the Contract or cancel any Order effective immediately if the Supplier becomes bankrupt, ceases to carry on business, goes into liquidation, becomes insolvent, appoints a receiver or enters into a formal proposal for a compromise with its creditors.
7. INDEMNITY AND LIABILITY
7.1 The Supplier indemnifies, and will keep indemnified, RD and its officers, employees and agents from and against any liability, losses, damages, actions, proceedings, claims, demands, costs and expenses (including solicitor and own client costs) which RD incurs or is subject to as a direct or indirect result of any failure by the Supplier to perform its obligations under the Contract or any willful or negligent act or omission of the Supplier in the course of performing its obligations under the Contract.
7.2 RD will not be liable to the Supplier for any liability, loss or damage caused or contributed to, by RD or in the course of the Supplier providing the Goods and/or Services. Notwithstanding this, if RD is found to be liable, RD’s liability will be limited to the purchase price of the relevant Goods and/or Services.
8. HEALTH AND SAFETY
8.1 Each party and its employees, agents and subcontractors will comply with the Health and Safety at Work Act 2015 (HSWA) in connection with the supply of Goods and/or Services. RD will consult, cooperate and coordinate with the Supplier regarding the parties’ overlapping obligations under the HSWA to the extent reasonably required to ensure the parties’ respective compliance with the HSWA as it relates to, or affects the Contract.
8.2 Prior to supplying Services (where applicable), the Supplier will prepare a site specific risk assessment and site specific health and safety plan appropriate to the scope of the Services
9. INTELLECTUAL PROPERTY
9.1 All intellectual property owned by either party and existing prior to the commencement of the supply of Goods and/or Services will remain the exclusive property of that party.
9.2 New intellectual property that arises or is created by the Supplier in the course of supplying the Goods and/or Services will be owned by the Supplier.
9.3 The Supplier grants to RD a perpetual, irrevocable, worldwide, transferable, sub-licensable, royalty free and non-exclusive license to use all intellectual property owned by the Supplier under clause 9.2.
1 Survival: Clauses 5, 7, 9 and 10 survive completion, expiry or termination of the Contract and/or cancellation of an Order.
2 Relationship of the parties: Nothing in the Contract constitutes either RD or the Supplier, an agent, partner or employee of the other and neither party will have the authority to act for or to incur any obligation on behalf of the other party except as expressly provided for in the Contract.
3 Force majeure: Neither RD nor the Supplier shall be liable to the other for default or delay in performing its obligations under this Contract caused by any occurrence beyond its reasonable control.
4 Assignment and subcontracting: The Supplier may not assign or subcontract any of its rights or obligations under the Contract without RD’s prior written consent. If RD consents to any assignment or subcontracting, the Supplier will remain fully responsible to RD.
5 Variation: This Contract may not be varied unless such variation is made in writing and agreed by each party.
6 Disputes: The parties will attempt to settle any disputes arising from or relating to this Contract or the delivery of the Goods and/or Services by negotiation or other informal means. In the event that any such dispute cannot be negotiated and amicably resolved between the parties within 20 working days after the dispute was first raised, then either party may issue court proceedings. In the event of a dispute, the adjudication procedure in the Construction Contracts Act 2002 may also apply.