Terms and Conditions

By accepting this Purchase Order, the Supplier accepts these Terms and Conditions. Where there is any inconsistency between the following Terms and Conditions and the matters described on the face of this Purchase Order, then the latter shall prevail.

In these Terms and Conditions:

SMCT” means Southern Metropolitan Cemeteries Trust (ABN: 74 275 063 688).

Supplier” means the party described as Supplier on the (Purchase Order) front page.

1. PRICE: The price specified in this Purchase Order shall include the costs of any stamp duty, freight, delivery, packaging, handling, storage and insurance and any other expense relating to the goods or services. Any change to this Purchase Order must be in writing by SMCT in order to be effective.

2. TIME: Time is of the essence for the provision by the Supplier of goods or services (as the case may be) to SMCT. SMCT shall be entitled in its absolute discretion to refuse to accept any goods or services that are delivered or tendered for delivery after the “Date of Delivery” specified in this Purchase Order.

3. DELIVERY: Unless otherwise directed on the face of this Purchase Order, or later agreed, deliveries are to be made to the site address listed on the front of this Purchase order, only between 10.00am and 3.00pm Monday to Friday (excluding public holidays in Victoria) and all goods must be in first class order and condition.

4. ACCEPTANCE: Goods delivered by the Supplier shall not be deemed to be accepted by SMCT until the goods have been inspected or verified by SMCT provided that such inspection shall be made within a reasonable time after delivery. Orders or acceptance of orders, as well as any alteration or amendment thereof, must be made in writing in order to be effective. Subsequent agreements made verbally on completion of a Purchase Order shall only be valid when confirmed in writing by SMCT to the Supplier. If the Supplier does not accept a Purchase Order within 7 days of its submission, SMCT shall be entitled to revoke the Purchase Order in writing.

The signing of delivery dockets or similar documents by SMCT employees or agents shall not constitute acceptance of goods specified in such docket or document. SMCT may reject all or any goods or batches of goods that are found to be defective after inspection or that do not conform to the requirements of this Purchase Order. SMCT shall promptly notify the Supplier of any defect or non-conformity and shall allow the Supplier to collect the goods.

Services delivered by the Supplier shall not be deemed to be accepted by SMCT until the delivery of the services has been verified in writing by SMCT provided that such verification shall be made within a reasonable time after delivery of service.

Industrial actions including without limitation, strike, short-time working, shutdown and interruption of business shall release SMCT from it contractual obligations of accepting the goods or services for the duration of the disruption and to the extent of its effect. Both SMCT and the Supplier shall agree upon a suitable alternative date of delivery. If possible, SMCT shall notify the Supplier within a reasonable amount of time of a suitable alternative date of delivery.

5. TERMS OF PAYMENT: SMCT will pay for goods and services specified herein 30 days (unless otherwise agreed) from date of a valid tax invoice(s) which complies in all respects with A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended from time to time) being provided by the Supplier to SMCT.

6. BLUE PRINTS, TOOLS, ARTWORK, etc: All tools, dies and other equipment and all drawings, blue prints and specifications and other documents supplied without charge to the Supplier by SMCT or purchased by the Supplier at SMCT ’s cost, shall be and remain the property of SMCT and shall not be copied or used for any purpose other than to fulfil orders made by SMCT. Such equipment and documents shall be returned to SMCT on completion or cancellation of this Purchase Order.

7. QUALITY REQUIREMENTS: The Supplier warrants that its goods and services will remain free from defects for the duration of the warranty period. The duration of the warranty period is determined by the statutory period of limitation for claims for defect of quality.

At no time do SMCT’s requirements represented by this Purchase Order, relieve the Supplier from the responsibility of ensuring that the quality of materials, components and assemblies supplied meets or exceed SMCT’s requirements, including relevant Australian Standards and/or engineering requirements as appropriate.

8. HAZARDOUS CHEMICALS: It is the responsibility of the Supplier to ensure that any chemical substances brought on to any SMCT site in the provision of any goods or services to SMCT are cleared for use on that site against SMCT’s Chemicals Register. Delivery of a chemical substance will be accompanied by a Safety Data Sheet. For any chemicals in question (i.e. chemical substances that are not usually supplied) the Supplier must contact SMCT’s Risk and Compliance Manager located at Springvale Botanical Cemetery to ensure clearance for use has been granted for the site receiving the delivery.

The Supplier shall comply with the latest accepted technical rules, safety regulations and the agreed technical data in respect of the goods or services to be provided. The specification encompassed in this Purchase Order does not relieve the Supplier from the responsibility of ensuring that all materials, components and assemblies meet all requirements of this Purchase Order. The Supplier’s Quality Assurance Specification is part of this Purchase Order.

9. WORKPLACE HEALTH & SALETY: The Supplier must comply with and ensure that its employees, subcontractors and agents comply with any Workplace Health & Safety (WHS) Acts, Regulations, Local laws and By-laws, Standards and SMCT policies and procedures that are in any way applicable to this contract or the performance of the services under this Purchase Order.

10. INTELLECTUAL PROPERTY: The Supplier warrants that the goods or services supplied pursuant to this Purchase Order do not infringe any licences, patents, trademarks, copyright, moral rights or registered designs. The Supplier indemnifies and keeps indemnified SMCT, its customers and the users of SMCT products against any action, suit, proceeding, demand or claim (including any third party claim) for actual or alleged infringement of any licences, patents, trademarks, copyright, moral rights or registered design brought or made against any of them by reason of the use of the goods and services supplied against this Purchase Order.

11. CONFIDENTIALITY: SMCT and the Supplier undertake to treat as confidential and not to disclose to any third person or entity any commercial and technical information which is not yet publicly known and which comes to their knowledge during or in connection with their business relationship. Neither SMCT nor the Supplier shall make public the business relationship of the other party for advertising purposes unless it has received the prior written consent of the other party.

12. PRIVACY: The Supplier will abide by the Information Privacy Principles in the Information Privacy Act 2000, and in respect to all services to be performed under this Agreement. The Supplier will ensure that any record (as defined in the Act) containing personal information provided to the Supplier pursuant to this Agreement shall, at the expiration or earlier termination of the Agreement, be either returned to SMCT or deleted or destroyed. SMCT may require confirmation in writing that this has been completed

13. LIABILITY: The Supplier shall indemnify SMCT for any liability which SMCT may incur as a result of any injury, death, loss or damage including to any third party or property arising out of any defect in the goods or services that are the subject of this Purchase Order.

14. INDEMNITY: The Supplier will defend, indemnify and hold SMCT harmless from and against any and all claims, liabilities, costs, expenses, losses, damages and settlement expenses, including legal costs that SMCT incurs directly or indirectly, for injury or death of any person and damage or loss of any property resulting from, in connection with or arising out of a breach of any of the Supplier’s obligations or performance of the goods and/or services under these Terms and Conditions or of any applicable law or regulation, or any negligent or wilful act, omission, default, breach of contract or fraud of the Supplier, its employees, agents, or subcontractors. This Clause 13 [Indemnity] will survive the expiration or termination of these Terms and Conditions.

15. GOVERNING LAW: These Terms and Conditions shall be governed by the laws of the State of Victoria, and except in so far as it is varied by this Purchase Order the sale of goods consequent upon this Purchase Order shall be governed by the Goods Act 1958 (Vic) as amended from time to time.

16. COMPLIANCE WITH LAWS: By supplying the goods or services that are the subject of this Purchase Order, the Supplier represents, undertakes and warrants that it complies will all laws applicable to the supply of the goods or the provision of the services.

17. VARIATIONS: Goods or services delivered by the Supplier shall be deemed to be so delivered subject to these Terms and Conditions. No variation of these Terms and Conditions shall be binding unless such variations have been specifically agreed upon in writing by a duly authorised employee of SMCT.

18. WAIVER: SMCT shall not, by granting any indulgence, allowing any time, or not exercising any right of remedy arising out of any default or defaults by the Supplier be deemed to have waived its rights or remedies under the contract.

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