Supplier Registration Form (FOR CURRENTLY ENGAGED CONTRACTORS OR SUPPLIERS)

These Standard Terms and Conditions of purchase are between the Sorell Council ('Council') and the supplier or contractor (‘Supplier’) named on the Purchase Order (the 'Purchase Order').

1. AGREEMENT
Unless otherwise agreed in writing, the agreement between the parties consists of the Purchase Order and these Standard Terms and Conditions.

2. ACCEPTANCE
2.1 The Supplier is deemed to have accepted the Agreement upon acknowledgement of a Purchase Order or upon any supply pursuant to a Purchase Order, whichever occurs first.
2.2 In the case of any inconsistencies between these Standard Terms and Conditions and a Purchase Order, the Purchase Order will prevail.
2.3 In the case of any inconsistencies between these Standard Terms and Conditions and any other agreement between the parties, or any terms and conditions of the Supplier, these Standard Terms and Conditions will prevail.
2.4 Council may, at any time before the delivery, change or cancel the Purchase Order and the Supplier must mitigate their costs and expenses incurred in that case.

3. PRICE AND PAYMENT
3.1 Price
a) Each Purchase Order is placed on a firm basis in accordance with the price(s) of the goods (‘Goods’) and/or services specified in the Purchase Order ('Goods or Services') and is not subject to any increase in price without the prior written agreement of the Council.
b) The price(s) must include all costs payable by the Council for the Goods or Services, including (where applicable):
i. delivery charges to the destination stated on the Purchase Order ('Destination'), if delivery is specified on the Purchase Order;
ii. the unloading of the Goods by the Supplier at the Destination, if delivery is specified on the Purchase Order;
iii. any applicable taxes, duties and fees payable, including the training levy payable under the Building & Construction Industry Training Act 1990 that the Contractor is liable to pay;
iv. insurance;
v. packaging and the use of pallets and containers.
3.2 Payment
a) The Supplier must provide a valid tax invoice within thirty (30) days of the provision of the Goods or Services.
b) Invoices that do not comply with the Australian Taxation Office requirements or do not reference the Purchase Order number may be returned to the Supplier unpaid.
c) Invoices must be in the same format as, and detail individual line items in line with the Purchase Order.
d) Subject to clauses 3.2a, 3.2b and 3.2c, as above, compliant invoices will be paid thirty (30) days after the receipt of the invoice by Council.

4. DELIVERY
4.1 The Goods must be appropriately packed and delivered to the address specified on the Purchase Order in accordance with any instructions issued by the Council in conjunction with the Purchase Order.
4.2 The Goods specified in the Purchase Order must be delivered:
a) in accordance with the Purchase Order;
b) on or before the delivery date specified on the Purchase Order, and time is of the essence;
c) to the Destination specified on the Purchase Order;
d) accompanied by a delivery note stating the date of issue, Supplier's details, the Goods delivered and the Purchase Order details;
e) in good condition and without damage;
f) delivery of Goods will not have occurred unless the Council has acknowledged receipt of any Goods which are delivered.

5. INSPECTION AND REJECTION
5.1 Council reserves the right to reject within fourteen (14) days any Goods found not to be in accordance with the Agreement ('Defective Goods').
5.2 If the Defective Goods are rejected by the Council, the Supplier agrees to reimburse the price the Council has paid for the Defective Goods (if any) plus any costs incurred by the Council in returning the Defective Goods. All title and risk associated with the Defective Goods reverts to the Supplier upon notice by Council to the Supplier that the goods are Defective Goods pursuant to clause 5.1.

6. TITLE AND RISK
6.1 Title to and, subject to clause 5, all risk associated with the Goods will pass to the Council on delivery of the Goods in accordance with the Agreement.
6.2 The Goods are at the Supplier's risk until risk passes to the Council in accordance with this Agreement.

7. INSURANCE
7.1 The Supplier must take out and maintain at its own expense:
a) workers compensation insurance (if Services are supplied by the Supplier);
b) public liability insurance for not less than $20 million;
c) product liability insurance for not less than $20 million (if Goods are supplied by the Supplier);
d) professional indemnity insurance for not less than $5 million (if Services are supplied by the Supplier);
e) all insurances must be current during the period in which Goods or Services are supplied.

8. WARRANTIES
8.1 The Supplier warrants that:
a) the Goods or Services are of merchantable quality and free from any defect of material or workmanship;
b) the Goods or Services will comply with all specification provided by the Council;
c) any Services are provided with due care and skill;
d) any works undertaken in connection with the provision of Goods or Services will be subject to a twelve (12) months defects liability period, during which time, if any defect is found, the Supplier must, promptly and at its cost, repair, replace or otherwise make good (in consultation with the Council) the defect as well as any damage caused by the defect;
e) the Supplier will bear all incidental costs, including any costs of removal associated with the repair, replacement or making good of the defect or damage, pursuant to paragraph 8.1 (d);
f) the Goods or Services are fit for the purpose for which goods or services of the same kind are commonly supplied and for any other purpose made known to the Supplier;
g) where sold by sample, the Goods in bulk correspond with the sample in quality;
h) where sold by description, the Goods correspond with the description;
i) the Goods carry any applicable manufacturer's warranty, which passes to the Council without liability, and the Supplier will either assign to Council or hold on trust for Council the benefit of any applicable warranty or guarantee that the Supplier has received from any supplier of the Supplier;
j) the Goods are free from lien, charge or other encumbrance or security;
k) the Goods or Services do not infringe any patent, trade mark, copyright or other property right of a third party;
l) the Supplier has obtained and maintains all necessary licenses, permits and consents required in connection with the supply of the Goods or Services;
m) the Supplier has all the necessary rights and title to sell the Goods; and
n) the Supplier has all the necessary skills and training to perform the duties required to fulfill the Purchase Order.
8.2 These warranties apply in addition to any warranties implied by law and are not a waiver of any such implied warranties.
8.3 This clause 8 survives delivery, inspection, acceptance and payment by Council.

9. INTELLECTUAL PROPERTY AND CONFIDENTALITY
9.1 Any information provided by Council to the Supplier for the purposes of a Purchase Order is confidential, must not be disclosed and remains the property of Council.
9.2 All proprietary rights in any document, data, program, software or other material:
a) prepared by the Supplier and forming part of the Services;
b) developed by the Supplier while providing or undertaking the Services; or
c) prepared specifically and solely for the Council;
vest in the Council.
9.3 The Supplier agrees to take all reasonable steps to ensure that its officers, employees, contractors and agents comply with the obligations in this clause 9.
9.4 This clause 9 survives delivery, inspection, acceptance and payment by Council.

10. CANCELLATION
10.1 The Council reserves the right to cancel a Purchase Order or any part thereof within a reasonable time if the full amount of Goods or Services ordered is not delivered in accordance with the Agreement or if the Purchase Order is not fulfilled in any other way.
10.2 The Supplier releases Council from any and all claims against it in relation to the cancellation of a Purchase Order under this clause 10.
10.3 The Supplier must remove or pay to Council the cost of removing or returning any Goods to the Supplier as a result of cancellation under this clause 10.

11. TERMINATION
11.1 Without limitation to its other rights and remedies as set out in the Agreement, if the Supplier breaches or defaults in any of its obligations under the Agreement or becomes insolvent or if a receiver, administrator, or other controller is appointed to the Supplier, Council may cancel the Purchase Order and have no continuing obligation to the Supplier.
11.2 Clauses 6, 8, 9, 11 and 12 survive termination of the Purchase Order and the contract between the parties created by these terms.

12. INDEMNITIES
12.1 The Supplier agrees to indemnify and hold harmless the Council in respect of all claims, losses and expenses in connection with the use of the Goods or Services or any other acts or omissions of the Supplier in connection with its obligations under the Agreement. The Supplier's liability to indemnify Council is reduced proportionally to the extent that Council has contributed to the claims, losses or expenses.
12.2 This clause 12 survives delivery, inspection, acceptance and payment by Council.

13. NOTICES
13.1 A communication under the Agreement is only effective if it is in writing, signed by or on behalf of the party giving it and is received in full and legible form at the addressee's address or fax number.

14. GENERAL PROVISIONS
14.1 The Supplier may not assign, delegate or subcontract the Agreement or any part of it without the prior written consent of Council.
14.2 No waiver of a right or remedy under the Agreement is effective unless in writing and signed by Council and will not constitute a waiver of any other right or remedy under the Agreement.
14.3 The Agreement is governed by the laws of Tasmania and the parties irrevocably and unconditionally submit to the jurisdiction of the courts of Tasmania.
14.4 The Agreement may not be modified except with the written agreement of Council.
14.5 Any terms of the Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the Agreement is not affected

15. WORK HEALTH AND SAFETY (WHS)
15.1 The supplier will comply with Council’s WHS requirements and directions.
15.2 The Supplier must comply with all laws and regulations in respect of workplace health and safety which apply to the Supplier or their employees, contractors or agents and the Supplier indemnifies and holds harmless Council in respect of any claim, loss or liability arising out of or in connection with the Supplier’s breach of this clause.