1. The Contract
1.1 These general terms and conditions and the Purchase Order together form the Contract (Contract) between the Organisation and the Supplier/Contractor.
1.2 No other terms and conditions or other documents form part of the Contract unless expressly acknowledged and referred to. If any special conditions are specified in the Purchase Order, they form part of the Contract and prevail over the balance of the Contract to the extent of any inconsistency.
1.3 The Supplier/Contractor agrees to supply the Goods or Services to the Organisation on the terms of this Contract.
In this Contract:
2.1 Authorisation means all authorisations, licences, permits, consents, qualifications and accreditation by or with a government agency;
2.2 Supplier/Contractor means the Supplier/Contractor named in the Purchase Order and includes its employees and agents;
2.3 Organisation means Northern Adelaide Waste Management Authority (NAWMA) and its employees and agents;
2.4 GST means goods and services tax pursuant to GST law;
2.5 GST law includes A New Tax System (Goods and Services Tax) Act, 1999 and all associated legislation;
2.6 Term means the period commencing on the Commencement Date and expiring on the Date and Time of delivery.
2.7 Force Majeure Event means an unforeseeable and unknown event occurring after the date of this agreement beyond the reasonable control of the parties which precludes a party from performing on time an obligation under this agreement. Such circumstances include: acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; and
(a) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution;
(b) a pandemic is declared by a Governmental Agency and measures are implemented by the Governmental Agency to address the pandemic; and/or
(c) a suspension or termination of services or works is necessitated by legislative requirement or is ordered by a Governmental Agency; but does not include any event or circumstance which the Supplier/Contractor ought to have reasonably foreseen from or as a result of the existing conditions.
2.8 Purchase Order means the Purchase Order on the front page of these Terms and Conditions.
2.9 Supplier means the supplier named in the Purchase Order and includes its employees and agents.
3.1 Applies to all Goods or Services supplied by the Supplier/Contractor to the Organisation and the Supplier/Contractor is deemed to have read and agreed to this Contract prior to undertaking any order for the Goods or Services; and
3.2 Prevails over the Supplier/Contractor’s terms and conditions or any other documents provided by the Supplier/Contractor.
4. Provision of Goods or Services
4.1 The Supplier/Contractor must provide the Goods or Services at a date and time as specified in the Purchase Order.
4.2 The Supplier/Contractor must provide the Goods or Services with all the skill, care and diligence to be expected from a qualified, competent and experienced provider of goods or services of a similar nature to the Goods or Services.
5. Warranties By Supplier/Contractor
5.1 The Supplier/Contractor warrants that:
5.1.1 it holds all Authorisations required to provide the Goods or Services;
5.1.2 it will provide the Services in accordance with all applicable laws and statutes;
5.1.3 it has all skills, qualifications, experience and knowledge necessary to provide the Services;
5.1.4 in providing the Goods or Services, the Supplier/Contractor will not infringe on any intellectual property rights or moral rights.
6. Price Payable by the Organisation
6.1 The Organisation must, unless otherwise specified , pay the sum specified in the Purchase Order within 30 days of the end of the month in which the invoice is issued, provided that the invoice is issued after full delivery of the Goods or Services.
6.2 The Organisation is entitled to deduct from amounts otherwise payable to the Supplier/Contractor any amount whatsoever due from the Supplier/Contractor to the Organisation under any other contracts between the Organisation and the Supplier/Contractor.
6.3 The Supplier/Contractor must provide the Organisation with a tax invoice or receipt that complies with the requirements of the GST law in relation to the Services.
7. Supplier/Contractor Indemnities
The Supplier/Contractor shall indemnify and keep indemnified the Organisation from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from or in relation to the provision of the Goods or Services under this Contract. The indemnity is reduced by the extent to which the Organisation contributes to the event giving rise to the claim of the indemnity.
8.1 The Supplier/Contractor must maintain at all times during the term the necessary insurances.
8.2 The Supplier/Contractor must ensure that all insurance policies maintained cover events occurring during the policy’s currency regardless of when the claims are made.
8.3 The insurances required for contracts will be outlined in the relevant contract.
All disputes or differences between the Organisation and the Supplier/Contractor shall be referred to an arbitrator who shall be mutually agreed by the parties.
The Organisation may immediately terminate the Contract by giving notice to the other party if the Supplier/Contractor:
(a) ceases to carry on business or becomes otherwise unable to perform the obligations under this Contract;
(b) breaches a material provision of this Contract and fails to remedy the breach within a specified reasonable time after receiving notice requiring it to do so;
(c) becomes and externally-administered body corporate or and insolvent under administration or becomes insolvent (each within the meaning of the Corporations Act 2001).
Termination under this clause does not affect any accrued rights or remedies of either party.
11. Warranties by Supplier or Contractor
11.1 The Supplier/Contractors warrants that the Goods or Services will:
11.1.1 be of good merchantable quality and fit for their purpose;
11.1.2 be new, unless otherwise notified in writing by the Supplier/ Contractor;
11.1.3 conform with the description and the specifications in the Purchase Order; and
11.1.4 throughout the Warranty Period, operate in accordance with the specifications, and otherwise in accordance with the operation of similar products.
11.2 If any Goods or Services are found to be defective or do not comply with clause 11.1.1 to 11.1.4 and the organisation notifies the Supplier/Contractor of the defect during the Warranty Period, the Supplier/Contractor must, at its own cost, promptly replace the Goods or rectify any defects in the works within the Warranty Period.
11.3 Failing rectification by the Supplier/ Contractor, the Organisation may rectify defects at the cost of the Supplier/Contractor.
11.4 The Supplier/Contractor:
11.4.1 acknowledges and agrees that it enters into this agreement with knowledge of the existence and impact of the COVID-19 pandemic in the State of South Australia, Australia and the world as at the date of this agreement (Existing Conditions), and has had regard to those Existing Conditions in entering into this agreement;
11.4.2 warrants to the Organisation that is has entered into this Contract with full knowledge of the Existing Conditions, has not relied on any advice or statements by the Organisation regarding the Existing Conditions and has taken appropriate advice in respect of the Existing Conditions or chosen not to seek or receive such advice; and
11.4.3 acknowledges that the Organisation has relied on the Supplier’s/Contractor’s warranties in entering into this Contract.
12. Transfer or Assignment
The Supplier/Contractor must not transfer or assign all or any part of this Contract without the prior written approval of the Organisation.
13. Force Majeure
If a party is unable, wholly or in part, by reason of an Act of God or any other cause which is not reasonably within the control of the party affected (Force Majeure), to carry out any obligation under this Contract, that obligation is suspended so far as it is affected by Force Majeure during the continuance thereof provided that an obligation to pay money is never excused by Force Majeure.
14.1 In addition to any other method of service permitted by law notices shall be deemed to be properly served if sent to the recipient by prepaid post or email.
14.2 No waiver of, or any consent to any departure by either party from, a provision of this Contract is of any force or effect unless it is confirmed in writing, signed by the parties and then that waiver or consent is effective only to the extent to which it is made or given.
14.3 If any provision of this Contract is invalid and not enforceable in accordance with its terms, all other provisions which are capable of enforcement shall be and continue to be valid and enforceable in accordance with their terms.
14.4 This Contract is governed by the laws of the State of South Australia and the Supplier/Contractor must comply with all laws applicable to this Contract, including the WHS Act 2012.
14.5 This Contract binds and ensures for the benefit of the parties and their respective successor, permitted assigns, administrators and personal representatives.
Northern Adelaide Waste Management Authority (NAWMA)
71-75 Woomera Avenue, Edinburgh SA 5111
Phone: 8259 2100
ABN: 33 781 472 643