1 DEFINITIONS
In these terms and cnditions:
“Agreement” means an agreement between CWM and the Vendor for the supply of Goods or
Services constituted by a Purchase Order, these Conditions and any agreed variation in writing;
“Conditions” mean these Terms and Conditions of Purchase;
“CWM” means Corio Waste Management Pty Ltd (ABN 34 007 443 807) and any related body
corporate (within the meaning of section 50 of the Corporations Act 2001 (Cth)) as specified in the
Purchase Order;
“Goods” means the goods described in the Purchase Order;
“GST” means any tax imposed on the supply of or payment for Goods or Services which is imposed
or assessed under any GST Law;
“GST Law” means A New Tax System (Goods and Services Tax) Act 1999 (Cth), and all related and
subordinate legislation;
“Loss” means any loss, liability, costs (including legal costs) or expenses incurred by CWM relating
to, arising out of or in connection with this Agreement;
“Purchase Order” means the contract for the purchase of Goods or Services by CWM from the
Vendor;
“Representative” of a party means that party’s director, authorised officer, employee or agent;
“Services” means the services described in the Purchase Order;
“Specifications” means any technical or other specification relating to the Goods or Services
referred to in the Purchase Order;
“Vendor” means the person who supplies the Goods or Services to CWM.
2 BINDING TERMS AND CONDITIONS
2.1 Entire Agreement
The Agreement for the purchase by CWM and supply of the Goods or Services by the
Vendor comprises:
(a) these Conditions;
(b) the Purchase Order (including the Specifications); and
(c) any agreed variation.
2.2 Precedence
These Conditions shall apply to the exclusion of any express or implied terms and conditions
contained in any other materials, correspondence or documents issued by either party except
to the extent that those terms and conditions are agreed to in writing and signed by the
parties.
2.3 Acceptance
Acceptance of a Purchase Order by the Vendor constitutes acceptance of these Conditions. A
copy of these Conditions is published on CWM’s website (Terms and Conditions of Purchase |
Corio Waste Management (coriowm.com.au)).
3 PRICE
3.1 Price of Goods or Services supplied
The price specified in the Purchase Order is fixed (Price). That Price includes all costs of
testing, inspection, labelling, packing, freight and delivery to and off-loading at the destination
specified in the Purchase Order.
3.2 GST
The Price includes (unless otherwise agreed in writing) GST, if applicable.
3.3 Freight
Unless otherwise agreed in writing, the Vendor is responsible for freight and delivery to the
destination specified in the Purchase Order.
4 PAYMENT
4.1 Payment Terms
Payment for Goods or Services supplied by the Vendor to CWM will be made within 45 days
from the end of the month in which CWM:
(a) receives a correctly submitted invoice in accordance with clause 4.2; or
(b) accepts the Goods in accordance with clause 6 of these Conditions,
whichever is later.
4.2 Invoices
In addition to any other information specified in the Purchase Order or in these Conditions,
invoices must contain the following information (where applicable): Purchase Order Number,
Item Number, Description of Goods or Services, Sizes, Quantities, Weight, Unit Prices, GST
Payable and Extended Totals.
5 DELIVERY
The Goods or Services must be delivered to CWM on the date and at the location (as
applicable) specified in the Purchase Order. Time is of the essence.
6 TITLE AND QUALITY
6.1 Final inspection
All Goods shall be subject to a final inspection by CWM, to be completed within two days of
the date of delivery.
6.2 Acceptance
Based on the final inspection conducted in accordance with clause 6.1, CWM must within
seven days of the date of delivery notify the Vendor whether:
(a) it accepts the Goods, in which case title and risk in the Goods passes to CWM; or
(b) rejects the Goods in accordance with clause 6.6, in which case CWM must specify in
reasonable detail the basis for that rejection (for example, by specifying a failure of the
Goods to meet the Specifications in relation to the Goods). In that event, the Goods will
be returned to the Vendor at its cost.
6.3 No Waiver
If CWM accepts any Goods, this does not waive or extinguish any of CWM’s rights under this
Agreement or at law, including but not limited to in respect of any latent defects in the Goods.
6.4 Vendor’s warranties
The Vendor warrants that the Goods and/or Services (as applicable):
(a) are safe;
(d) are free from encumbrances, defect or fault;
(e) are of merchantable quality;
(f) comply with any mandatory standards and include appropriate and correct warnings
and instructions;
(g) are fit for the purpose for which purchased (as communicated by CWM before the
Purchase Order or as should be reasonably understood by the Vendor of the Goods
or Services who is experienced in such technical and specific matters relating to the
Goods or Services and the purpose they are intended for);
(h) comply with the Specifications (if applicable);
(i) comply with any representations, descriptions or samples, including as to quality,
function, performance or design; and
(j) include any applicable Vendor’s warranty that passes to the consumer from CWM
without liability to CWM.
6.5 Vendor’s indemnities
The Vendor must indemnify CWM against any Loss incurred by CWM arising under or in
connection with a breach by the Vendor of clause 6.6, except to the extent that the Loss is
caused or contributed to by CWM.
6.68 Rejected Goods or Services
CWM may, within seven days of the supply of Goods or Services to CWM, reject any Goods
or Services which do not comply with the Agreement. CWM must provide the Vendor with
notice of any such rejection, specifying in reasonable detail the basis for rejection (Rejection
Notice).
Once the Goods or Services are rejected, CWM may require:
(a) in the case of either Goods or Services, the Vendor to refund any payment within 7
days from the Rejection Notice; or
(k) in the case of Goods, the Vendor to replace the Goods to CWM’s reasonable
satisfaction; or
(l) in the case of Services, the Vendor to re-supply of the Services to CWM’s reasonable
satisfaction.
The Vendor is liable for all Loss reasonably incurred by CWM due to the rejection of the
Goods or Services. The Vendor must, at its cost, remove from the rejected Goods any of
CWM’s intellectual property or any other distinguishing features such as names or symbols.
If the Vendor disputes CWM’s rejection of the Goods or Services in accordance with this
clause, it must provide notice to CWM outlining the basis of that dispute (Dispute Notice)
within seven days of the date of CWM’s Rejection Notice, failing which it is taken to have
accepted CWM’s rejection.
The parties will in good faith seek to resolve any dispute in relation to CWM’s rejection of the Goods
or Services within 14 days of the Dispute Notice. If the dispute is not resolved in that period, either
party can commence proceedings.
7 INTELLECTUAL PROPERTY RIGHTS
The Vendor may sell Goods containing CWM’s intellectual property only to CWM or as
permitted by CWM in writing.
8 CONFIDENTIALITY
The Vendor agrees to keep confidential all of CWM’s information concerning or arising from
the performance of the Purchase Order (Information). This clause does not apply to
Information which is lawfully obtained from a third party, is public knowledge, or is already
known to the Vendor.
8.1 Information remains CWM’s property
All Information supplied by CWM remains the property of CWM and may only be used by the
Vendor in fulfilling its obligations under the Agreement. The Vendor must not disclose any
Information without the prior written consent of CWM.
9 WORK ON CWM’S PREMISES
If any Services are to be performed on CWM’s premises, the Vendor must comply with all
applicable environmental, occupational health and safety laws and CWM’s then current safety
and other applicable policies (which will be supplied by CWM to the Vendor).
At the time of delivery of the Services, the Vendor shall provide CWM with a complete list of
all chemicals, hazardous materials, and ingredients in the composition of goods used in the
performance of the Services and a copy of the material safety data sheet for such chemicals,
hazardous materials and ingredients.
The submission of the safety data sheet by the Vendor shall not relieve the Vendor of its
responsibility for the safe transportation, use, storage and disposal of such materials. All
chemicals, hazardous materials and ingredients brought by the Vendor to CWM’s premises
shall bear a label stating the identity of the material and the hazards associated therewith.
10 INDEMNITY AND RELEASE
The Vendor must indemnify CWM, its affiliated companies, and their Representatives,
successors, and assigns against any Loss, arising from or in connection with:
(a) the negligence or willful misconduct of the Vendor;
(m) a material breach by the Vendor of any of the Vendor’s warranties;
(n) the Vendor’s negligent, unauthorised or wrongful acts or omissions with regards to
the use or installations of hazardous materials;
(o) a claim that any Goods or Services supplied to CWM by the Vendor infringe upon or
misappropriate any patent, copyright, trademark, trade secret or other intellectual
property interest of another; or
(p) a claim of any lien, security interest or other encumbrance made by a third party in
relation to any Goods supplied to CWM by the Vendor.
11 TERM AND TERMINATION
11.1 Term
This Agreement shall commence and end on the dates specified in the Purchase Order
unless otherwise terminated earlier in accordance with this clause 11.
11.2 Without cause
Either party may, acting reasonably and having regard to their legitimate business and operational
requirements, terminate the Purchase Order, in whole or in part, without cause by giving [one month]
written notice to the other party. Following any such termination, the Vendor shall stop all work on the
Purchase Order, and cause its vendors and subcontractors to stop work. Charges for any such
termination of the Purchase Order will be limited to actual non-recoverable costs incurred by the non-
terminating party which it can demonstrate were properly incurred prior to the date of termination.
11.3 With cause
Either party may terminate the Purchase Order, in whole or in part, if the other party:
(a) materially breaches any term of this Agreement and that breach is not remedied
within seven days of the terminating party providing written notice identifying and
requiring remedy of that breach; or
(q) becomes insolvent, files or has filed against it a petition in bankruptcy, or makes an
assignment for the benefit of creditors.
12 CWM’S PROPERTY
All drawings, specifications, artwork, data, material, supplies, equipment, tooling, dyes,
moulds, fixtures and patterns furnished or paid for by CWM, shall be CWM’s exclusive
property, and shall be used by the Vendor only in performance of the Purchase Order. Such
property, while in the Vendor’s custody and control, shall be held at the Vendor’s sole risk
and, upon CWM’s request, shall be returned to CWM in good condition, normal wear and tear
accepted.
CWM retains all of its intellectual property and nothing in this Agreement shall result in the
transfer or assignment of its intellectual property.
13 MISCELLANEOUS
13.1 Conditions of assignment, subcontracting or advertising
The Vendor must obtain CWM’s consent in writing before it:
(a) assigns its rights or subcontracts any obligation under the Agreement; or
(r) advertises or publishes anything concerning the Agreement.
13.2 Vendor must maintain insurance
During the period of the Agreement, while the Vendor has the risk in the Goods, the Vendor
must, at its own expense:
(a) maintain product liability insurance with a reputable insurer for at least $10,000,000 or
greater amount specified in the Purchase Order; and
(s) insure the Goods with a reputable insurer for their full replacement cost.
The Vendor must on CWM’s request, produce satisfactory evidence of the insurance.
13.3 Relationship
The Vendor is an independent contractor of CWM. Nothing in this Agreement constitutes any
other type of relationship between the parties.
13.4 No waiver
Failing to insist on strict performance on any term of the Agreement is not a waiver of any
later breach or default.
13.5 Provisions are severable
Each provision of the Agreement is severable. Severance does not affect any other provision.
13.6 Variation must be in writing and notified
CWM may amend any Purchase Order, Specification or these Conditions by giving of one
month written notice to the Vendor. Any such amendment will not operate retrospectively.
13.7 Governing law
The law of Queensland, Australia governs this Agreement.
13.8 Compliance with laws and standards
The Vendor must ensure that any Goods it supplies to CWM comply with all laws and the
standards relating to the manufacture and supply of the Goods in Australia, including those
relating to packaging, labelling and transportation.
13.9 Social procurement
Social procurement is the process of generating positive social outcomes through the delivery
of goods, services and works. Social procurement is a key mechanism by which to generate
wider social benefits by providing a mechanism for linking and integrating social and
economic agendas.
CWM is committed to adding value to local communities, including social benefits through
local economic and social contribution. Social procurement can effectively contribute to
building stronger communities and meeting social objectives and in particular facilitating
employment opportunities to target communities.
CWM is committed to buying from local businesses where such purchases may be justified on
value for money grounds, while remaining compliant with the Competition and Consumer Act
2010 (Cth) and other fair trading legislation requirements.
Wherever practicable, CWM will fully examine the benefits available through purchasing
goods, services or works from Vendors locally.