Tyre Purchase Standard Terms and Conditions
Incorporation of Terms
1. These are the Terms and Conditions of Purchase referred to in the Purchase Order.
2. Subject to Clause , these Terms and Conditions apply to any Contract entered into by the Purchaser issuing a Purchase Order to the Supplier, whether as an offer or acceptance of an offer where that Purchase Order refers to the Purchaser’s standard Terms and Conditions.
3. In these Standard Terms and Conditions of Purchase:
“Contract” means the legal relationship between the Purchaser and the Supplier created when the Supplier accepts a Purchase Order.
“Goods™ means the goods specified in the Purchase Order. Manufacture™ includes grow, extract, produce, process and assemble.
“Purchaser” means KEELANGIE NOMINEES PTY LTD ACN 005 226 497 as trustee for the DG & CV Jewell Family Trust trading as “Jewell Tyres”.
“Purchase Order” means any offer by the Purchaser to purchase Goods from the Supplier for the Price.
“Price” means the price of the Goods specified in the Purchase Order.
“Supplier” means the Supplier of Goods named in the Purchase Order.
“Terms and Conditions” means these Terms and Conditions of Purchase which form part of the Contract.
4. Headings are not part of these Terms and Conditions.
Conditions to Prevail
5. Subject to Clause , in the event of any inconsistency between these Terms and Conditions and any other document, these Terms and Conditions prevail.
6. The Contract conditions include any special conditions referred to in the Purchase Order and if any such special conditions are inconsistent with these Terms and Conditions, the former will, to the extent of this inconsistency, prevail.
7. The Price for the Goods includes:
(a) all taxes and duties for which the Supplier is liable;
(a) all pre-delivery costs including insurance and freight to the place of delivery; and
(c) all amounts payable for the use (whether in course of performance of the services or their enjoyment) of patents, copyright, registered designs, trademarks and other intellectual property rights.
8. The Goods must be:
(a) free from defects in materials and workmanship, and
(b) of merchantable quality.
9. The Purchaser may:
(b) inspect the Goods at any time and reject those not in accordance with the Contract; and
(c) reject Goods after acceptance if they do not comply with the Contract.
10. The Supplier must use its best endeavours to assist the Purchaser to inspect the Goods.
11. The Purchaser is not liable to pay for:
(a) rejected Goods;
(b) Goods damaged by inspection, or
(c) or costs of the Supplier associated with inspection or rejection.
12. If the Goods are rejected by the Purchaser, the Supplier must, without prejudice to the Purchaser’s rights:
(a) replace or repair, without cost to the Purchaser, the rejected Goods; or
(b) remove the rejected Goods and refund payment made for the rejected Goods.
13. The Supplier must not manufacture or order Goods in bulk until the Purchaser has provided the Supplier with a Purchase Order.
14. Subject to clause , the date, time, method and place of delivery will be as specified in the Purchase Order.
15. The Purchaser may specify in writing a later time for delivery.
16. Either a delivery docket, packing note or invoice shall accompany all deliveries and shall specify the Purchase Order number, description and quantities of Goods delivered and the consignment details.
Title and Risk
17. Property in, title to, and risk of loss of or damage to the Goods, passes to the Purchaser only upon delivery.
18. The Supplier will insure the Goods until delivery.
19. Upon request by the Purchaser, the Supplier will provide the Purchaser with proof of insurance acceptable to the Purchaser.
Warranty by the Supplier
20. If the Purchaser gives reasonable notice of any defect or omission discovered in the Goods during any warranty period, the Supplier must correct that defect or omission without delay and at no cost to the Purchaser.
21. Where no warranty is otherwise specified, the warranty period shall be 90 days from acceptance by the Purchaser.
22. The Supplier must meet all costs of, and incidental to, the discharge of warranty obligations, including any packing, freight, disassembly and re-assembly costs.
23. The Supplier indemnifies the Purchaser, its officers, employees and agents against all loss, damage, injury or expense the Purchaser may sustain or incur as a result, whether directly or indirectly, of any breach of this Contract, including any action or claim for alleged infringement of any patent, copyright, registered design, trademark or any other intellectual property rights, by reason of the Purchaser’s receipt or enjoyment of the Goods.
24. The Purchaser must pay for the Goods no later than 30 days after title to the Goods has passed to it or upon receipt of a correctly rendered invoice, whichever is the later.
25. An invoice will be correctly rendered if it is addressed in accordance with the Purchase Order, identifies the Purchase Order number, is a tax invoice for GST purposes and identifies the Goods referred to in the Purchase Order.
26. Any rights or obligations provided in these Terms and Conditions may not be assigned or transferred by the Supplier without the prior written permission of the Purchaser.
27. The Supplier must not sub-contract the whole or any part of the manufacture or supply of the Goods without the Purchaser’s consent in writing.
28. The Supplier will be liable to the Purchaser for the acts and omissions of any sub-contractor as if those were the acts or omissions of the Supplier.
29. No right under these Terms and Conditions is waived or deemed to be waived except by notice in writing signed by the party waiving the right.
30. A waiver by one party does not prejudice its rights in respect of any subsequent breach of these Terms and Conditions by the other party.
31. A party does not waive its rights under these Terms and Conditions because it grants an extension, indulgence or forbearance to the other party.
32. This Contract may only be varied by written agreement between the Purchaser and the Supplier.
33. The Purchaser and the Supplier shall act reasonably in deciding whether to agree to a variation requested by the other party.
34. If the Supplier:
(a) fails to deliver the Goods by the date required by the Contract,
(b) is in breach of any other material term of the Contract,
(c) being an individual, commits an act of bankruptcy, becomes a bankrupt, executes a deed of assignment or deed of arrangement under Part 10 of the Bankruptcy Act 1966 as amended or a creditor accepts a composition under that Act or any analogous overseas law, or
(d) being a corporation (other than for the purpose of a reconstruction or amalgamation):
(i) is the subject of a compromise or arrangement with its creditors,
(ii) in respect of property of which a receiver or a receiver and manager is appointed, or
(iii) in respect of which an administrator, a provisional liquidator or liquidator is appointed,
the Purchaser may, without prejudice to any other rights and remedies it has under the Contract or otherwise, terminate the Contract in whole or part by notice in writing to the Supplier.
35. On such termination the Purchaser may:
(a) cease payment under the Contract;
(b) recover from the Supplier all sums paid for undelivered Goods; and
(c) purchase similar Goods from alternative Suppliers and claim by way of indemnity from the Supplier any loss it may occur in doing so.
No Partnership or Agency
36. This Contract does not create a relationship of agency or partnership between the Supplier and the Purchaser.
Govering Law & Jurisdiction
37. This Contract is governed by the laws of the state of Victoria.
38. The parties irrevocably submit to the exclusive jurisdiction of the courts of the state of Victoria.
39. These Terms and Conditions form part of the Contract and comprise the entire agreement between the parties.
40. Any communication to be given by a party under the Contract must be in writing addressed in accordance with the particulars for that party appearing in the Contract as may be notified in writing by that party to the other parties.
41. Each communication must be delivered by hand, prepaid post, fax transmission or email.
42. A communication is deemed to be received:
(a) if hand delivered: on the same business day;
(b) if posted: on the second business day after posting; and
43. if sent by facsimile or email: at the time of transmission recorded on the fax or email and otherwise on the same business day unless the receiving party has requested re-transmission before the end of the business day.