Financial Services

General conditions of supply agreement

Further information

  • Terms and conditions – goods
  • Terms and conditions – services

All Purchase Orders generated by UWA have a set of rules (or terms and conditions) that apply to them.

This page sets out the general conditions of supply agreement.

1. Definitions

1.1 Definitions

Agreement
means the Commercial Terms, these General Conditions of Supply Agreement, the Purchase Order and any other document which is attached to, or incorporated by reference in, the Purchase Order, the Commercial Terms or in these General Conditions of Supply Agreement.
Agreement Price
is defined in Clause 13.
Business Day
means a day on which the University is open with the exclusion of those public holidays listed at the University's website.
Business Unit of the University
means a part of or an affiliate of the University that acts as a self-contained unit and without limiting the generality hereof may be known by various titles such as ‘Faculty’, ‘School’ or ‘Centre’ whose officers are authorised by the University to order the Supply.
Clause
means a clause of these General Conditions.
Confidential Information
means all technical and non-technical information provided by the University to the Supplier including information about third parties, and without limiting the foregoing such information includes information concerning research, development, engineering, financial information, procurement requirements, purchasing, supplier lists, investors, benefactors, employees, business and contractual relationships, forecasts, merchandising and marketing plans provided that it is information which at the time of disclosure by the University to the Supplier whether the disclosure is oral or in writing is identified by the University as confidential.
Delivery Point
means the location or address to which the Supply is to be delivered, as identified in the Commercial Terms and/or Purchase Order.
Force Majeure
means any act, matter or circumstance that is beyond the reasonable control of the University such as Acts of God, invasion, riot, civil commotion, strike, lock-out, labour, disturbance, revolution, conspiracy, civil war, mutiny, military, naval, or usurper power threatened or apprehended hostilities or warlike operations whether or not before or after declaration of war, fire, epidemic, inability of either party or parties to procure sufficient stocks of fuels, materials and/or parts of sufficient power, energy or transport to enable its normal operations to be maintained, restrictions or restraint by any Government or other authority, onerous regulations imposed by any Government, injury to or breakdown, appropriation or confiscation of any part of either party or parties, plant or facilities, accidents to or preventing the proper navigation of vessels, the imposition of restrictions or regulations affecting the transport of the Company’s products by sea or by land or the export of the Company’s products from Australia and any act, matter or thing of whatsoever nature beyond the immediate control of either party or both parties.
Goods
mean the goods, materials, supplies, equipment or other items identified in the Commercial Terms.
Gross Negligence
means any negligent act or omission (including a negligent error of judgement or mistake) not made in good faith
GST
means the tax imposed by the provisions of A New Tax System (Goods and Services Tax) Act 1999 and any substantially similar law in force at any time during the Term.
Intellectual Property
means intellectual property as defined in the Convention Establishing the World Intellectual Property Organisation concluded at Stockholm on July 14, 1967.
Liabilities
means damages, claims, losses, liabilities, costs and expenses of any kind.
Month
shall mean calendar month.
Party
means a party to the Agreement.
Purchase Order
means individual purchase orders as may be issued by the University to the Supplier in respect of the Supply which shall be subject to the terms of the Agreement.
Services
means the work identified in the Commercial Terms to be performed by the Supplier and (if applicable) includes the supply of associated goods in accordance with the Agreement.
Supplier
means the Party (as identified in the Commercial Terms) responsible for providing the Supply.
Supplier Representative
means the representative of the Supplier identified in the Commercial Terms.
Supply
means the supply of Goods and the provision of Services in accordance with the Agreement.
Term
is defined in Clause 3.
University
means the University of Western Australia of 35 Stirling Highway, Crawley, WA 6009 and includes Affiliates pursuant to Statute 13, not-for-profit organisations affiliated with the University under Centre Agreements, residential colleges affiliated to the University and the Guild of Undergraduates and Convocation of the University.
University Representative
is, initially, as defined in the Commercial Terms, and includes:
  1. such other person as the University may, in writing, substitute for that representative; or
  2. any person authorised by that representative to perform any of that representative’s powers, duties, discretions or authorities.
Wilful Misconduct
means any act or omission which was done or omitted to be done with reckless and utter disregard for its foreseeable and harmful consequences.

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2. Evidence of Contract

2.1 Agreement

The Agreement consists of the following documents:

  1. the Commercial Terms
  2. these General Conditions of Supply Agreement
  3. the Purchase Order
  4. any other document which is attached to, or incorporated by reference in, the Purchase Order, the Commercial Terms or these General Conditions of Supply Agreement.

2.2 Precedence of Agreement Documents

If there is any conflict or inconsistency between the documents constituting the Agreement, unless otherwise provided, the documents will rank in order of precedence in accordance with the order in which they are listed in Clause 2.1.

2.3 Entire Agreement

  1. The Agreement contains the entire agreement between the University and the Supplier with respect to its subject matter and supersedes all prior communications and negotiations between the University and the Supplier in this regards, unless those communications expressly form part of the Agreement.
  2. No terms or conditions submitted by either Party that are in addition to, different from or inconsistent with those contained herein or in the Purchase Order, including, without limitation, the Supplier’s printed terms and conditions and any terms and conditions contained in any Supplier’s quotation, invoice, order acknowledgement, confirmation, acceptance, bill of lading or other instrument, shall be binding upon either party unless specifically and expressly agreed to in writing signed by duly authorised representatives of both Parties.

2.4 Contract Severance

Should any part of the Agreement be held in law to be invalid, that part shall be severed from the Agreement and the remainder of the Agreement shall have full force and effect.

2.5 Amendment to be in Writing

No amendment or variation of the Agreement is valid or binding on a Party unless made in writing and signed by the Supplier and the University.

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3. Term

3.1

The Agreement will commence on the earlier of the date of commencement defined in the Agreement, or the date the Supplier commences to perform the Supply, and will remain in force, unless terminated earlier in accordance with the Agreement, until the completion by the Supplier of all its obligations under the Agreement (Term).

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4. Notices

4.1 Form of Notices

Any notice, demand, consent or other communication (Notice) given or made pursuant to the Agreement;

  1. shall be in writing;
  2. shall, where given by the University, be signed or authorised by the University Representative; and
  3. may be delivered by prepaid post, by hand or by facsimile to the Party to whom the Notice is addressed at its address shown in the Commercial Terms or such other address as that Party may have notified the other Party.

4.2 Notices deemed given

A Notice will be taken to be duly given:

  1. in the case of delivery by hand, when delivered
  2. in the case of delivery by post, two (2) Business Days after the date of posting (if posted to an address in the same country) or seven (7) Business Days after the date of posting (if posted in another country)
  3. in the case of facsimile, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax machine number or name of the recipient and indicating that the transmission has been made without error, but if the result is that a Notice would be taken to be given or made on a day that is not a Business Day or the Notice is sent or is later than 4 pm (local time) it will be taken to have been duly given or made at the commencement of the business on the next Business Day.

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5. Performance by the Supplier

5.1

The Supplier shall perform the Supply in accordance with the terms of the Agreement and in consideration of the payment of the Agreement Price by the University. 

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6. Supplier’s Warranties

6.1 Supplier’s Warranties

In addition to the warranty contained in Clause 6.3, the Supplier warrants that:

  1. all of the Supply will be provided in an efficient manner in accordance with all applicable legislation and laws or regulations
  2. all of the Supply will be of the highest possible standard and in accordance with the University’s specifications (where those specifications are made known to the Supplier) or in the absence of such specifications, in accordance with any applicable standards set by the Standards Association of Australia
  3. in relation to the performance of the Supply:   
    1. the Supplier and its personnel will exercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of comparable work; and
    2. any equipment used at any University site will be in safe working condition, will comply with all legislation which is applicable to such equipment and will be operated by suitably qualified and competent personnel, to the satisfaction of the University;
  4. in relation to the supply of Goods as part of the Supply:
    1. the Goods will be fit for purpose and of merchantable quality;
    2. the Goods will be free from defects in design, materials and workmanship, and suitable for the relevant purpose of those Goods;
    3. it has good and marketable title to the Goods and the University will receive title to the Goods free of any charge or encumbrance; and
    4. it will obtain at its cost all usual trade warranties and any warranties specifically requested by the University and that on completion of the Supply it will assign the benefit of any such unexpired warranties to the University including any warranties obtained from the Supplier’s Sub-contractors.

6.2 Copies of Trade Warranties

Copies of trade warranties referred to in Clause 6.1(d)(iv) must be supplied to the University with invoices issued by the Supplier.

6.3 Warranty

The Supplier warrants each Good against any defect which arises during the Manufacturer’s warranty period.

6.4 Rectification of Defects

Upon receipt of a notice from the University Representative of any defect in any Goods during the Manufacturer’s warranty period due to defective design, materials, workmanship, unmerchantable quality or unfitness for intended purpose, the affected items or parts must be redesigned, repaired or replaced as appropriate by the Supplier at no cost to the University prior to the expiration of the time specified in the notice.

If the Supplier fails to make the necessary redesign, repair or replacement within the time period specified, the University may perform or cause to be performed such redesign, repair, or replacement at the Supplier’s risk and cost and any cost and expenses incurred by the University will be recoverable from the Supplier as a debt due and payable.

6.5 Conflict of Interest

The Supplier warrants that in entering into this Agreement the Supplier does not have any conflict of interest in this Agreement and its interest in any commercial or other activity of the Supplier.

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7. Packing, Marking and Transport

7.1

The Supplier is responsible, at its cost, for properly and carefully packing, marking and transporting the Goods to the Delivery Point in accordance with the best industry practices, having regard to the method of carriage and handling to be used and to the climatic and road conditions through and over which the items will pass.

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8. Delivery, Title and Risk

8.1 Delivery

The Supplier shall deliver the Goods to the Delivery Point specified in the Commercial Terms and Purchase Order.

8.2 Title

Full unencumbered title to all Goods will pass to the University upon the earlier of:

  1. the University making payment in full to the Supplier for those Goods
  2. the Goods being delivered to the Delivery Point and as the case may be, inspected in accordance with Clause 9.1 and accepted by the University Representative.

8.3 Risk

Risk in each Good will remain with the Supplier until its delivery to the delivery point, and acceptance by the University Representative.

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9. Inspection and Testing

9.1 Inspection

The University Representative has the right to inspect any of the Supply at any time to determine whether the Supply has been provided in accordance with the Agreement and is to the standard provided for in the Agreement.

9.2 Defects

Any such inspections, examinations or tests carried out by the University or its authorised representatives shall not relieve the Supplier of any responsibility in respect of any item supplied or service rendered, and the Supplier remains liable for any defects which may afterwards become apparent.

9.3 Certification or Verification

The Supplier shall, if requested by the University, furnish to the University such certificates and other additional data as are deemed necessary by the University to establish that the Supply has been provided by the Supplier in accordance with the Agreement.

9.4 Rejections

The University may, within a reasonable time following delivery, reject any part of the Supply which is found to be defective, damaged prior to receipt, or is not in accordance with the Agreement, and may direct its replacement, repair or removal, notwithstanding that it has been the subject of a payment or that previously satisfaction may have been expressed in relation thereto, and such rejection or direction shall be made or given as soon as practicable after the discovery by the University of the defect, damage or non-compliance with the Agreement. All such replacements, repairs and removals shall be at the Supplier’s expense.

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10. Termination

10.1 Termination by Agreement of Parties

The Agreement may be terminated at any time by written agreement between the University and the Supplier.

10.2 Termination by the University

The University may terminate this Agreement by written notice to the Supplier in the event:

  1. the Supplier commits any act of bankruptcy or an application is made to wind up the Supplier or any time the Supplier suffers an insolvency event
  2. a receiver is appointed in respect of the assets of the Supplier
  3. the Supplier ceases business or stops payment generally to creditors
  4. any circumstance occurs which, in the reasonable opinion of the University, makes it unlikely that the Supply will be supplied by the Supplier in accordance with this Agreement
  5. the University serves a notice on the Supplier terminating the Agreement with effect on a date specified in the notice being not less than thirty (30) days from the date of the notice
  6. the Supplier or any Supplier personnel commits an act of gross negligence, wilful misconduct, fraud or dishonesty in respect of any matter undertaken or required to be undertaken under this agreement
  7. the Supplier or any Supplier personnel acts in a manner which the University considers to be substantially prejudicial or harmful to the University.

10.3 Supplier’s Entitlement Upon Termination Pursuant to Clause 10.2

In the event of the termination of this Agreement by the University pursuant to Clause 10.2 the University shall be liable to the Supplier only for:

  1. payment of the Supply provided by the Supplier to the University up to the date of termination
  2. the Supplier’s reasonable costs and expenses consequential on the termination but not including loss of profit, anticipated or otherwise.

10.4 Supplier’s Obligations Upon Termination

In the event of the termination of this Agreement the Supplier will be obliged to:

  1. cease performance of the Supply in accordance with, but only to the extent specified in the Supplier Default Notice
  2. immediately take all possible action at its cost to ensure the safety of all personnel and the protection of Goods
  3. immediately take all possible action to mitigate any Liabilities incurred by it as a result of such termination
  4. take any other action reasonably required by the University in relation to the termination.

10.5 Termination for Breach

If either of the parties to this Agreement is in breach of the terms of this Agreement and after thirty (30) days from service by the party not in breach upon the other of a notice of the breach, the breach has not been remedied the party not in breach may terminate this Agreement by written notice to the other and the termination shall be deemed to take effect on the date of the notice.

10.6 No Prejudice

No action taken by the University under this Clause 10 will prejudice the existence of any of its rights and remedies under the Agreement which the University may have as a result of the relevant breach.

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11. Retentions

11.1 Retentions

The University may:

  1. retain from any moneys due or becoming due to the Supplier pursuant to Clause 14.2 the following amounts
    1. all debts and moneys due from the Supplier or its personnel to the University
    2. all Liabilities which the University may have paid, suffered or incurred and which or for which the Supplier or its personnel is or are liable to bear, pay or reimburse to the University (including pursuant to any indemnity contained in the Agreement)
    3. the cost of remedying any performance of the Services, or defective or damaged Goods below a standard acceptable to the University
  2. without prejudice to the University’s rights pursuant to any other provision of the Agreement, if the Supplier fails to perform any of its obligations under the Agreement, without notice withhold payment of all or part of any amount payable to the Supplier under the Agreement, until the matter has been remedied.

11.2 Retentions and Withholdings Required by Law

  1. If the University is required by law to withhold or retain any amount (Retained Amount) from an amount payable under the Agreement, the Retained Amount will be treated as having been paid to the Supplier when it is withheld or retained and the University will not be liable to pay any amount on account of the Retained Amount to the Supplier.
  2. If the University fails to withhold or retain a Retained Amount, the University may:
    1. give notice to the Supplier demanding payment of an amount equal to the Retained Amount and the Supplier will pay that amount to the University within 30 days of receiving the notice;
    2. deduct an amount equal to the Retained Amount from any amounts payable by the University to the Supplier and the amount so retained will be treated as having been paid to the Supplier when it is deducted and the University will not be liable to pay any amount on account of the Retained Amount to the Supplier
    3. recover an amount equal to the Retained Amount by a combination of a demand under Clause 11.2(b)(i) and retaining an amount under Clause 11.2(b)(ii)

and in each case where the failure to withhold or retain the Retained Amount arises as a result of any act, omission or oversight of the Supplier, the Retained Amount will include any fines, penalties or interest payable by the University in respect of the Retained Amount.

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12. Dispute Resolution

12.1 Dispute

In the event of any dispute, question or difference of opinion between the University and the Supplier arising out of or under the Agreement (Dispute), a Party may give to the other Party a notice (Dispute Notice) specifying the Dispute and requiring its resolution under this Clause 12.

12.2 Resolution through Negotiation

The Parties agree to attempt in good faith to resolve through negotiation any dispute regarding the Agreement.

12.3 Resolution through Arbitration

If the Dispute is not resolved within seven days after a Dispute Notice is given to the other Party, the Dispute shall be referred to an independent arbitrator who shall be either:

  1. mutually agreed by both parties in writing
  2. in the absence of such an agreement one of at least three persons, none of whom shall be an employee of the University or the Supplier or have had any association with the work under the Agreement, whose names are submitted in writing by the University for selection by the Supplier
  3. in the absence of that selection; by an arbitrator nominated by the Chairman of the WA Chapter of the Institute of Arbitrators and Mediators Australia.

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13. Agreement Price

13.1

The Agreement Price means the aggregate amount payable in Australian Dollars ($AUD) excluding Goods and Services Tax (GST) by the University to the Supplier in relation to the Supply pursuant to Clause 14.2.

13.2

The Agreement Price includes all packaging, transport, insurance, loading, unloading, storage costs, expenses and any other costs incurred by the Supplier unless otherwise agreed in writing by the University and the Supplier.

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14. Invoicing and Payment

14.1 Invoices

  1. The Supplier shall, unless otherwise agreed with the University, render a Supplier’s Tax Invoice to the University in relation to the provision of the Supply during the period in which the Supply is provided and calculated by reference to the prices, fees or other amounts specified in the Agreement.
  2. Invoices must be in a form acceptable to the University and must contain the following information:  
    1. the number of the Purchase Order or Agreement to which the invoice relates;
    2. the number or reference of the Agreement to which the invoice relates;
    3. a brief description of the Supply provided in the period covered by the invoice
    4. separately itemised GST component
    5. the University Business Unit ordering the Supply; and
    6. any further verification or documentation in relation to the invoice as is reasonably required by the University.
  3. Notwithstanding Clause 14.1 (a), Supplier’s Tax Invoices to the University in respect of Goods supplied to a Business Unit of the University shall be sent to the billing address stated on the Purchase Order.

14.2 Payment of Invoices

Subject to Clause 14.3, the University, on receipt of the invoice, shall pay to the Supplier the amount shown on the invoice and within the number of days outlined in the Agreement.

14.3 Disputed Invoices

If the University disputes any amount shown on an invoice, it shall notify the Supplier within twenty (21) days of receipt of the invoice and must pay any amounts not in dispute in accordance with Clause 14.2, provided that the payment by the University of any amount the subject of a disputed invoice is not to be considered as an acceptance of the amount in dispute or of the University’s liability to make that payment.

14.4 Errors or Exceptions in Invoicing

Without limiting Clause 14.2, if the Supplier discovers or is advised of any errors or exceptions relating to its invoicing for the Supply, the Supplier and the University will jointly review the nature of the errors or exceptions, and the Supplier shall, if appropriate, take prompt corrective action and adjust the relevant invoice or refund overpayments.

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15. No Minimum Purchase, Guarantee of Commitment or Exclusivity

15.1 No Minimum Purchase

Nothing in the Agreement obliges the University to request or acquire any minimum level of Supply from the Supplier.

15.2 No Guarantee of Commitment

The University comprises of a number of semi-autonomous Faculties, Schools, and Business Units which will be strongly encouraged, but may or may not elect to participate in this Agreement, therefore, no guarantee of commitment can or is made by the University. The Agreement is not evidence of, nor does it create, an exclusive relationship between the University and the Supplier in respect of the Supply (or any aspect of it).

15.2 No Exclusivity

The Agreement is not evidence of, nor does it create, an exclusive relationship between the University and the Supplier in respect of the Supply (or any aspect of it).

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16. Assignment

16.1 Unless otherwise expressed and agreed in writing between the Supplier and the University and subject to anything else herein agreed the Supplier shall not assign the Supplier’s rights or obligations under this Agreement.

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17. Waiver

17.1

Except as is otherwise provided, none of the General Conditions shall be varied, waived, discharged or released without the prior consent in writing by the University, and no waiver or variation shall imply a release of the Supplier’s obligation to comply with the other conditions of the Agreement except as otherwise provided in the Agreement.

17.2

Neither party shall be deemed to have waived any of its rights under this Agreement by reason of neglect, forbearance or delay in the enforcement of its rights.

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18. Force Majeure

18.1

Neither the University nor the Supplier shall be responsible to the other for any failure, or any delay, in the performance of any obligation on the University’s or the Supplier’s part to be performed if such failure or delay is attributable to a Force Majeure Event.

18.2

Within fourteen (14) days of the occurrence of a Force Majeure Event the University or as the case may be the Supplier affected by the Force Majeure Event shall notify the other party describing the nature of the Force Majeure Event and advising the likely effects of the Force Majeure event on that party’s capacity to perform its obligations under this Agreement.

18.3

Either the Supplier or the University may terminate this Agreement if the Supplier and the University cannot within fourteen (14) days of a notice provided pursuant to Clause 18.2 reach a mutually satisfactory agreement for resolution of the circumstances presented by the Force Majeure Event.

18.4

The consequences of termination pursuant to Clause 18.3 shall be as for termination pursuant to Clause 10.

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19. Intellectual Property

19.1

Subject to Clause 19.2 the Supplier agrees and acknowledges that the Intellectual Property produced by the Supplier for the purposes of this Agreement shall belong exclusively and unconditionally to the University and that by entering into this Agreement the Supplier shall be deemed to assign to the University all of the Supplier’s right title and interest in the Supplier’s Intellectual Property created by the Supplier in the Supplier’s performance of its obligations under this Agreement.

19.2

The University acknowledges that it shall have no right title or interest in the Supplier’s Intellectual Property existing prior to the Supplier’s entry into this Agreement and used by the Supplier to enable the Supplier to provide the Goods or which constitutes know how, whether or not contained in material records, created by the Supplier to enable the Supplier to meet its obligations under this Agreement.

19.3

Without limiting the provisions in Clause 28 the Supplier will execute all documents and do all things necessary to vest in the University absolute title to the Intellectual Property referred to in Clause 19.1.

19.4

The Supplier agrees and undertakes to ensure that the Intellectual Property referred to in Clause 19.1 is used, copied and supplied only for the purposes of this Agreement.

19.5

The Supplier agrees and undertakes that in providing the Goods it shall not infringe any rights of third parties (including, without limitation, any Intellectual Property rights).

19.6

The Supplier shall fully indemnify and hold harmless the University from and against any loss, costs, expenses, demands or liability whether direct or indirect arising from any claim, suit, demand, action or proceeding by any person in respect of infringement of any Intellectual Property rights by the Supplier, its servants or agents in the course of, or incidental to, the Supplier’s provision of the Goods and the Services.

19.7

All patterns and drawings supplied by the University will remain its property and must be returned in good order and condition on completion of the Agreement. The Supplier agrees to replace free of charge any patterns, drawings, material or anything (the property of the University) which may be lost, damaged or destroyed whilst in custody of the Supplier. The Supplier shall maintain and use in strict confidence drawings, designs or technical information supplied by the University.

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20. Confidential Information

20.1

The Supplier shall only disclose Confidential Information to the extent necessary for the Supplier to competently perform its obligations under this Agreement Provided that such disclosure shall only be to employees or officers of the Supplier whom the Supplier has bound to obligations of confidentiality in respect of such disclosure by the University at least as strong as the Supplier’s obligation of Confidentiality under this Agreement.

20.2

The Supplier agrees that the University shall be entitled to require written undertakings of confidentially in any terms deemed reasonable by the University from any employee or officer of the Supplier directly or indirectly engaged upon the Goods.

20.3

The Supplier agrees and acknowledges that its obligations of confidentiality under this Agreement shall survive the termination of this Agreement.

20.4

The Supplier’s obligations of confidence under this Agreement with respect to any part of the Confidential Information shall terminate when the Supplier can establish that the information at any relevant time was in the public domain, or was developed or acquired by the Supplier independently of the University, or the information was not identified as Confidential Information of the University when it was disclosed by the University to the Supplier.

20.5

Upon termination of this Agreement pursuant to Clause 10 or by reason of any other event the Supplier shall immediately return to the University or dispose of as the University directs all of the Confidential Information in the possession of the Supplier that is in a material form.

20.6

The Supplier acknowledges the University’s right to publish, for its internal use, pricing information for the Supply offered by the Supplier. The University will treat details on pricing information from a Supplier as Commercial in Confidence and will not knowingly circulate such information to competitors.

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21. Survival of Clauses

21.1

The obligations of the Supplier under these Clauses 19 and 20 are continuing obligations and survive the expiration or termination of the Agreement.

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22. Occupational Health, Safety and Welfare

22.1

The University is committed to ensuring the safety of all employees, contractors, students and visitors. This commitment extends to ensuring the goods and services purchased meet or exceed all safety requirements and will not, in normal use, pose any unusual or unexpected risks for people on our campuses.

22.2

The Supplier will comply with all requirements under Statutory Occupational Health, Safety and Welfare Regulations in addition to Occupational Health, Safety and Environment Policies and Regulations of the University.

22.3

Prior to commencing work, the Supplier shall ensure that all workers on the site complete the University Contractor Safety Induction course and are in possession of a Contractor Safety Induction Card issued by the University.

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23. Insurance

23.1

The Supplier shall at its own expense effect and maintain for the Term and any additional period the University deems necessary, each of the insurances set out in the Agreement in relation to risks or occurrences arising, or which may arise, out of the performance of the Agreement.

23.2

The Supplier shall at the commencement of the Agreement and at any time during the Agreement period upon written request by the University, provide to the University evidence of cover and currency in respect of such insurance.

23.3

No provision contained within this Clause 23 will limit the Supplier’s liability in relation to the indemnities in the Agreement.

23.4

In the event that the Supplier fails to, or fails to ensure that its Sub-contractors, effect or keep in force any of the insurances required pursuant to the Agreement, the University may do one or more of the following:

  1. refuse the Supplier and its personnel access to all or any part of the University sites; and/or
  2. treat the failure to insure as a default under the Agreement.

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24. Indemnities

24.1

The Supplier agrees to indemnify the University and to keep the University indemnified against all claims, demands, damages and costs, including legal costs on a solicitor client basis, made or ordered against the University arising from any loss or injury to person or property caused by the Supplier’s performance of its obligations under this Agreement or any related conduct of the Supplier or of the Supplier’s servants, agents or assigns.

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25. Claims and Liens

25.1

The Supplier shall indemnify and hold the University harmless against all claims and liens in respect of items and/or services provided in connection with the Agreement.

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26. No Agency or Partnership

26.1

Nothing in this Agreement constitutes or shall be deemed to constitute a partnership or agency between the University and the Supplier for any purpose whatsoever and the University and the Supplier agree and acknowledge that neither the Supplier nor the University has the authority or power to bind the other or to contract in the name of and create a liability against the other in any way or for any purpose.

26.2

The Supplier agrees and undertakes that it will not use the name or marks of the University in any press release or product advertising, or for any other purpose, without the prior written consent of the University.

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27. Subcontracting

27.1

The Supplier must not subcontract to any third person any of its obligations in relation to the Supply without the prior written consent of the University.

27.2

The Supplier will not, as a result of any subcontracting arrangement, be relieved from the performance of any obligation under the Agreement and will be liable for all acts and omissions of a subcontractor as though they were the actions of the Supplier itself.

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28. Good Faith

28.1

In performance of their respective obligations under this Agreement, the University and the Supplier agree to act in the utmost good faith towards each other and each of the parties agrees and undertakes to enter into and execute all documents and deeds and do all acts and things as may be reasonably required by the other party to enter into, execute and do to give full effect to the terms and intent of this Agreement.

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29. Proper Law

29.1

The Agreement and all resulting Purchase Orders shall be deemed to have been made in the State of Western Australia and the University and the Supplier both accept that the law of that State shall be the proper law and they both hereby submit to the jurisdiction of the Courts of that State.

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30. Acts, Regulations, By-Laws, Licences and Duties

30.1

The Agreement shall be discharged in accordance, and the Supplier warrants that it shall comply, with the requirements of all Acts of the Commonwealth, all Acts of the State of Western Australia, and with all ordinances, regulations, by-laws, orders and proclamations made or issued under any such Acts, and with the lawful requirements of public, municipal and other authorities in any way affecting or applicable to the Agreement.

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