STANDARD PURCHASE ORDER TERMS AND CONDITIONS
Supply of Goods and Services
1. Application
These terms apply to each purchase order issued by the Vantris Energy Australia entity named in the Purchase Order.
The Purchase Order and these terms form the contract between Company and the Supplier.
The Supplier accepts the contract by signing or acknowledging the Purchase Order, starting the work, supplying any Goods or Services, or issuing an invoice.
2. Definitions
In these terms:
Company means the Vantris Energy Australia entity named in the Purchase Order.
Company Group means the Company, its related bodies corporate, its client, and their respective directors, officers, employees, contractors and representatives.
Contract means the Purchase Order, these terms, and any documents incorporated by the Purchase Order.
Delivery Point means the delivery location stated in the Purchase Order or otherwise notified by the Company.
Goods means all goods, equipment, materials, parts, consumables, software, documents, deliverables and other items to be supplied under the Contract.
Purchase Order means the purchase order issued by the Company to the Supplier for the Goods and/or Services.
Services means all services, work and activities to be performed under the Contract, including any services reasonably necessary to complete the stated scope.
Supplier means the person or entity named as supplier in the Purchase Order.
Worksite means any site, vessel, facility, yard, port, office or other location where Goods are delivered or Services are performed.
3. Contract documents and order of precedence
The Contract documents apply in the following order, unless the Purchase Order states otherwise:
a) special conditions stated in the Purchase Order;
b) the Purchase Order;
c) the scope, specifications, drawings and other documents expressly incorporated in the Purchase Order;
d) these terms.
Supplier terms and conditions do not apply, even if attached to a quotation, invoice, delivery docket, order acknowledgement or other Supplier document.
If a Supplier quotation is referred to in the Purchase Order, it is incorporated only for the description of Goods, Services, pricing or other commercial details expressly accepted by the Company. Any Supplier terms in that quotation are excluded.
4. Supplier obligations
The Supplier must supply the Goods and perform the Services:
a) in accordance with the Contract;
b) by the dates stated in the Purchase Order;
c) using properly qualified, experienced and supervised personnel;
d) with due care, skill and diligence;
e) in a safe, professional and workmanlike manner;
f) in accordance with all applicable laws, standards, codes, permits and approvals;
g) in accordance with all Company and client requirements notified to the Supplier; and
h) so as not to delay, disrupt or interfere with the Company’s operations or the Company’s obligations to its client.
The Supplier must provide all labour, supervision, plant, equipment, tools, materials, consumables, transport, permits, licences and other things required to supply the Goods and perform the Services, unless the Purchase Order states otherwise.
5. Health, safety, environment and offshore requirements
The Supplier must comply with all applicable health, safety and environmental laws, and all Company and client HSE requirements notified to the Supplier.
The Supplier must ensure that its personnel comply with all Worksite rules, vessel rules, inductions, permits to work, isolation procedures, drug and alcohol requirements, security requirements and lawful directions from the Company or its client.
The Supplier must immediately notify the Company of any incident, injury, near miss, environmental spill, unsafe condition, breach of law, or other event that may affect the Goods, Services, Worksite, or Company Group.
6. Delivery and performance
The Supplier must deliver the Goods and perform the Services at the time, place and in the manner stated in the Purchase Order.
Unless the Purchase Order states otherwise, Goods must be delivered DDP Delivery Point, Incoterms 2020, unloaded at the Supplier’s cost.
If the Supplier becomes aware of any actual or likely delay, it must notify the Company immediately and provide details of the cause, impact, mitigation plan and earliest achievable delivery or completion date.
7. Packing, marking and documents
The Supplier must properly pack, preserve, protect and mark all Goods to prevent damage, deterioration or loss during handling, transport, lifting, loading, unloading and storage.
Each delivery must include all documents required by the Contract or reasonably required by the Company, including delivery dockets, packing lists, certificates, manuals, inspection records, test certificates, material certificates, drawings, safety data sheets, customs documents and warranty documents.
The Supplier is responsible for all loss, damage, cost and delay caused by inadequate packing, marking, documentation or shipping arrangements.
8. Price
The price stated in the Purchase Order is fixed and complete.
Unless the Purchase Order states otherwise, the price includes all costs of supplying the Goods and performing the Services, including labour, supervision, management, plant, tools, equipment, materials, consumables, packing, testing, inspection, documentation, insurance, transport, customs, duties, taxes other than GST, travel, accommodation, meals, mobilisation and demobilisation.
The Supplier is not entitled to any increase in price unless the Company issues a written revision or variation to the Purchase Order.
9. GST, taxes and withholding
Unless the Purchase Order states otherwise, prices are exclusive of GST.
The Supplier must issue a valid tax invoice for any taxable supply.
The Supplier is responsible for all taxes, duties, levies, charges and contributions payable by the Supplier in connection with the Contract.
The Company may deduct or withhold any amount required by law. If the Supplier is entitled to an exemption, reduction or variation, the Supplier must provide the required evidence before payment is due.
10. Invoicing and payment
The Supplier may invoice only after:
a) Goods have been delivered and accepted by the Company; or
b) Services have been completed and accepted by the Company; or
c) the relevant payment milestone stated in the Purchase Order has been achieved.
Each invoice must:
a) be addressed to the correct Company entity;
b) quote the Purchase Order number;
c) describe the Goods or Services supplied;
d) state the relevant delivery, completion or milestone date;
e) include all supporting documents reasonably required by the Company;
f) include the Supplier’s ABN, if applicable, or any equivalent tax registration details, together with the Supplier’s bank details; and
g) comply with applicable tax law.
Unless the Purchase Order states otherwise, the Company will pay the undisputed amount of a correctly rendered invoice within 30 days after receipt.
The Company may reject or query an invoice that is incorrect, unsupported, not in accordance with the Contract, or not a valid tax invoice. The Company must pay any undisputed part of the invoice.
The Supplier should submit all invoices within 30 days after delivery, completion or achievement of the relevant milestone.
The Supplier must not suspend performance because an invoice is disputed in good faith.
11. Changes
The Company may change the Goods, Services, delivery requirements, Worksite, schedule, quantity, specification, method of performance or other Contract requirements by written notice.
The Supplier must not proceed with a change unless the Company has issued a written revision or variation to the Purchase Order, or has otherwise directed the Supplier in writing to proceed.
If a Company-directed change affects price or time, the Supplier must notify the Company promptly and provide reasonable supporting details. If the Supplier does not notify the Company before proceeding, the Supplier is not entitled to additional payment or time except to the extent approved by the Company.
12. Inspection, testing and acceptance
The Company and its client may inspect, test or witness testing of Goods or Services at any time.
The Supplier must provide reasonable access, facilities, records and assistance for inspection and testing.
Inspection, testing, payment, use or signing of a delivery docket does not constitute final acceptance and does not relieve the Supplier from any obligation, warranty or liability.
The Company may reject any Goods or Services that do not comply with the Contract, are defective, are unsafe, are late, are incomplete, are incorrectly documented, or are otherwise not fit for purpose.
If Goods or Services are rejected, the Company may require the Supplier, at the Supplier’s cost, to promptly repair, replace, reperform, refund, remove or otherwise remedy the non-compliance.
13. Title and risk
Title to Goods passes to the Company on the earliest of payment by the Company or delivery and acceptance at the Delivery Point, free from all liens, charges and encumbrances.
Risk in Goods remains with the Supplier until the Goods are delivered to, and accepted by, the Company at the Delivery Point.
Risk in rejected or non-conforming Goods remains with the Supplier, or reverts to the Supplier, until the non-conformance is remedied and the Goods are accepted.
Goods in which title has passed to the Company must be clearly marked as Company property and, where practicable, stored separately and protected from loss or damage.
14. Warranties
The Supplier warrants that:
a) Goods are new, unused, genuine, free from defects, fit for purpose and of good quality;
b) Goods comply with the Contract, specifications, drawings, samples, standards and applicable laws;
c) Services will be performed with due care, skill and diligence by competent and qualified personnel;
d) Goods and Services will be suitable for the purpose stated in, or reasonably apparent from, the Contract;
e) the Supplier has all licences, permits, approvals, expertise, resources and capacity required to perform the Contract;
f) all documents, drawings, manuals and deliverables will be accurate, complete, and suitable for their intended use; and
g) the Goods and Services will not infringe any intellectual property rights.
Unless the Purchase Order states otherwise, the warranty period is:
a) for Goods: 12 months from first use or commissioning, or 18 months from delivery, whichever occurs first; and
b) for Services: 12 months from completion of the Services.
If the Supplier repairs, replaces or reperforms any defective Goods or Services, the warranty period for the repaired, replaced or reperformed part restarts for 12 months from completion of the remedy.
The Supplier must pass through to the Company the benefit of all manufacturer, subcontractor, and third-party warranties.
15. Intellectual property
The Supplier must ensure that the Company and Company Group may use the Goods, Services and all deliverables for the purposes for which they are supplied.
Intellectual property created specifically for the Company under the Contract vests in the Company on creation.
The Supplier retains ownership of its pre-existing intellectual property, but grants the Company and Company Group a perpetual, irrevocable, royalty-free licence to use it to the extent required to use, maintain, modify, repair, operate or dispose of the Goods, Services or deliverables.
The Supplier must indemnify the Company Group against any claim that the Goods, Services or deliverables infringe any intellectual property right.
16. Confidentiality and records
The Supplier must keep confidential all information provided by or on behalf of the Company or its client.
The Supplier may use confidential information only for the purpose of performing the Contract and may disclose it only to personnel and subcontractors who need to know it for that purpose and are bound by equivalent confidentiality obligations.
The Supplier must keep complete and accurate records relevant to the Contract and provide copies to the Company on request.
These confidentiality obligations survive expiry or termination of the Contract.
17. Compliance
The Supplier must comply with all applicable laws and all Company policies notified to the Supplier, including policies relating to anti-bribery and corruption, sanctions, trade controls, modern slavery, privacy, workplace behaviour, health and safety, environment and security.
The Supplier must not offer, give, request or accept any bribe, secret commission, facilitation payment, improper benefit or conflict of interest in connection with the Contract.
The Supplier must not supply Goods or Services involving any sanctioned person, sanctioned country, prohibited transaction or breach of applicable trade control laws.
The Supplier must promptly notify the Company of any actual or suspected breach of this clause.
18. Insurance
The Supplier must maintain insurances appropriate for its obligations and liabilities under the Contract.
Unless the Purchase Order states otherwise, the Supplier must maintain:
a) workers compensation and employers liability insurance as required by law;
b) public and products liability insurance for not less than AUD 10 million or equivalent per occurrence;
c) professional indemnity insurance for not less than AUD 5 million for any design, engineering, consultancy, advisory, inspection, certification or other professional services;
d) motor vehicle, plant, equipment, marine, transit and cargo insurance as applicable;
e) environmental or pollution liability insurance where the Goods or Services involve pollution risk; and
f) any other insurance required by law or stated in the Purchase Order.
The Supplier must provide certificates of currency on request.
The Supplier’s insurance does not limit its liability under the Contract.
19. Indemnity
The Supplier indemnifies the Company Group against all claims, losses, liabilities, damages, penalties, costs and expenses arising out of or in connection with:
a) breach of the Contract by the Supplier;
b) defective, unsafe or non-conforming Goods or Services;
c) negligence, wilful misconduct or unlawful act or omission of the Supplier or its personnel;
d) personal injury, illness or death caused or contributed to by the Supplier or its personnel;
e) loss of or damage to property caused or contributed to by the Supplier or its personnel;
f) pollution or environmental harm caused or contributed to by the Supplier or its personnel;
g) breach of law by the Supplier or its personnel; or
h) any claim by Supplier personnel or subcontractors relating to employment, remuneration, tax, superannuation, immigration, injury or workers compensation.
The Supplier’s liability under this clause is reduced to the extent the relevant claim, loss or liability is caused by the negligence or wilful misconduct of the Company.
20. Consequential loss
Neither party is liable to the other for indirect or consequential loss, including loss of profit, loss of revenue, loss of production, loss of opportunity or loss of contract.
21. Subcontracting and assignment
The Supplier must not subcontract any material part of the Contract without the Company’s prior written approval.
Approval to subcontract does not relieve the Supplier from any obligation or liability.
The Supplier must ensure that each subcontractor complies with obligations equivalent to those imposed on the Supplier.
The Supplier must not assign, transfer, novate, charge or otherwise deal with the Contract, any right under the Contract, or any payment due under the Contract, without the Company’s prior written approval.
The Company may assign or novate the Contract to a related body corporate or client by written notice to the Supplier.
22. Suspension
The Company may suspend all or part of the Contract by written notice.
The Supplier must comply with the suspension notice, protect the Goods and Services, minimise costs, and resume performance when directed by the Company.
If the suspension is caused by the Supplier, or is required for safety, legal, compliance or client reasons connected with the Supplier, the Supplier is not entitled to additional payment.
If the Company suspends for convenience, the Supplier is entitled to reasonable and unavoidable direct costs caused by the suspension, to the extent those costs are properly evidenced, mitigated and approved by the Company. The Supplier is not entitled to loss of profit or overhead on suspended work.
23. Termination
The Company may terminate all or part of the Contract immediately by written notice if:
a) the Supplier breaches the Contract and does not remedy the breach within the reasonable time specified by the Company;
b) the Supplier fails to deliver Goods or complete Services on time;
c) Goods or Services are defective, unsafe or non-conforming;
d) the Supplier fails to perform safely, properly or diligently;
e) the Supplier breaches any HSE, compliance, anti-bribery, sanctions, confidentiality or intellectual property obligation;
f) the Supplier becomes insolvent or appears unable to pay its debts;
g) the Supplier abandons the Contract;
h) the Supplier assigns or subcontracts in breach of the Contract; or
i) the Company’s relevant client contract is terminated, suspended or reduced.
The Company may also terminate all or part of the Contract for convenience by giving written notice to the Supplier.
On termination, the Supplier must stop work as directed, protect all Goods and Company property, minimise costs, and follow the Company’s reasonable directions.
If the Contract is terminated for Supplier default, the Company may recover from the Supplier all additional costs reasonably incurred in completing the Contract or obtaining replacement goods or services.
If the Contract is terminated for convenience, the Company must pay the Supplier for Goods delivered and accepted, Services completed and accepted, and reasonable unavoidable direct costs incurred before termination, provided those costs are evidenced and could not reasonably have been avoided. The Supplier is not entitled to loss of profit, loss of opportunity or overhead on terminated work.
24. Force majeure
A party is not liable for delay or failure to perform to the extent caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome.
Force majeure does not include lack of funds, shortage of labour or materials that could reasonably have been managed, failure of a subcontractor, industrial action limited to the Supplier or its subcontractors, or market price increases.
The affected party must promptly notify the other party, mitigate the effect of the event, and resume performance as soon as reasonably possible.
The Supplier is entitled only to an extension of time for force majeure, not additional payment.
If force majeure continues for more than 14 days, the Company may terminate the affected part of the Contract by written notice.
25. Company property
All property, materials, equipment, documents, data and other items provided by or paid for by the Company remain the Company’s property.
The Supplier must use Company property only for the Contract, keep it secure and in good condition, and return it on request.
The Supplier is responsible for loss or damage to Company property while it is in the Supplier’s possession or control, except to the extent caused by fair wear and tear or the Company’s negligence.
26. Notices
Notices must be in writing and sent to the address or email stated in the Purchase Order, or any other address notified by a party.
Email notices are deemed received when sent, unless the sender receives an automated delivery failure notice.
27. Disputes
If a dispute arises, either party may give written notice describing the dispute.
The parties must first try to resolve the dispute through good faith discussions between their nominated representatives.
If the dispute is not resolved within 14 days, either party may refer the dispute to senior management.
The Supplier must continue performing the Contract while the dispute is being resolved, unless the Company directs otherwise.
Nothing in this clause prevents a party from seeking urgent injunctive relief or exercising rights under applicable security of payment legislation.
28. Governing law
The Contract is governed by the laws of Western Australia.
The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts competent to hear appeals from those courts.
29. General
A waiver is effective only if given in writing and only for the specific matter waived.
A failure or delay in exercising a right is not a waiver of that right.
If any part of the Contract is invalid or unenforceable, that part is severed to the extent necessary and the remainder continues in force.
Clauses dealing with warranties, indemnities, insurance, confidentiality, intellectual property, compliance, disputes and governing law survive expiry or termination of the Contract.