Financial Services

Terms and conditions for UWA purchase orders for services

Further information

Terms and conditions – goods

1. Definitions

Associated Services
means the services (if any) identified in the Purchase Order and which are to be performed by the Supplier.
Business Day
means a day on which the University is open with the exclusion of those public holidays listed at the University's website.
Clause
means a clause of these General Conditions.
Agreement
is defined in Clause 2.1
Agreement Price
is defined in Clause 7.1.
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 Goods.
Delivery Point
means the place identified in the Purchase Order for delivery of the Goods.
F.I.S.
means Free Into Store as referenced in Incoterms 2000.
Force majeure
means 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
means the goods, materials, supplies, equipment or other items identified in the Purchase Order.
Month
shall mean calendar month.
Purchase Order
means individual purchase orders as may be issued by the University to the Supplier in respect of the supply of Goods or the performance of Associated Services which shall be subject to the terms of the Agreement.
Supplier
means the Party (as identified in the Purchase Order) responsible for providing the Supply.
Supplier Representative
means the representative of the Supplier identified in the Agreement.
Supply
means the supply of Goods and the performance of any Associated Services in accordance with the Agreement.
University
means the University of Western Australia of 35 Stirling Hwy, 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 Purchase Order, 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.

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2. Precedence of documents

2.1 Agreement

The Agreement consists of the following documents:

  1. the Purchase Order
  2. these General Conditions
  3. any other document which is attached to, or incorporated by reference in, the Purchase Order or these General Conditions.

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 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. Performance by the supplier

The Supplier shall perform the Services 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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4. Supplier warranties

4.1 Supplier’s warranties

In addition to the warranty contained in Clause 4.3, the Supplier warrants that:

  1. all of the Services will be provided in an efficient manner in accordance with all applicable legislation and laws or regulations
  2. all of the Services 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 Services:  
    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
    2. any equipment used at all University sites 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 provision of Associated Goods as part of the Services:
    1. the Associated Goods will be of merchantable quality
    2. the Associated Goods will be free from defects in design, materials and workmanship, and suitable for the relevant purpose of those Associated Goods
    3. it has good and marketable title to the Associated Goods and the University will receive title to the Associated Goods free of any charge or encumbrance
    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 Services it will assign the benefit of any such unexpired warranties to the University including any warranties obtained from the Supplier’s Sub-contractors.

4.2 Copies of trade warranties

Copies of trade warranties referred to in Clause 4.1(d)(iv) must be supplied to the University with invoices issued by the Supplier.

4.3 Warranty

The Supplier warrants all Associated Goods against any defect which arises during the Manufacturer’s warranty period.

4.4 Rectification of defects

Upon receipt of a notice from the University Representative that any of the Services do not comply with the Agreement or are defective in any way (Unsatisfactory services) the Supplier must re-supply those Services at no cost to the University prior to the expiration of the time specified in the notice. If the Supplier does not re-supply the Unsatisfactory Services within the time period specified, then the University may obtain substitute services from another supplier.

The University does not have to pay the Agreement Price for the Unsatisfactory Services may recover from the Supplier any amount by which the cost of substitute services exceeds the Agreement Price for the Faulty Services; and any cost and expenses incurred by the University will be recoverable from the Supplier as a debt due and payable.

Upon receipt of a notice from the University Representative of any defect in any Associated 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.

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5. Term

The Agreement will commence on the earlier of the date of acknowledgement of receipt of the Purchase Order by the Supplier or the date the Supplier commences to perform the Services, 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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6. Delivery, title and risk

6.1 Delivery

The Supplier shall deliver the Associated Goods (if applicable) to the Delivery Point. Where the Delivery Point falls within the Perth Metropolitan Area, those Goods shall be delivered F.I.S. (Incoterms 2000) to that Delivery Point.

6.2 Title

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

  1. the University making payment in full to the Supplier for those Associated Goods or
  2. the Associated Goods being delivered to the Delivery Point, (if applicable) inspected in accordance with Clause 11.1 and accepted by the University Representative

6.3 Risk

Risk in all Associated Goods will remain with the Supplier until its delivery to, and acceptance by the University Representative.

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7. Agreement price

7.1 Agreement price

  1. The Agreement Price means the aggregate amount payable in Australian Dollars ($A) (excluding Goods and Services Tax (GST)) by the University to the Supplier in relation to the Services pursuant to Clause 8.2.
  2. The Supplier must separately disclose to the University details of any customs duties included in the Agreement Price.

8. Invoicing and payment

8.1 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 Services or Associated Goods at the end of each month during the period in which the Services or Associated Goods are provided and calculated by reference to the prices, fees or other amounts specified in the Purchase Order.
    1. the number of the Purchase Order or Agreement to which the invoice relates
    2. a brief description of the Services provided in the period covered by the invoice
    3. separately itemised GST component
    4. the University Business Unit ordering the Services and
    5. any further verification or documentation in relation to the invoice as is reasonably required by the University.
  2. Invoices must be in a form acceptable to the University and must contain the following information:
  3. Notwithstanding Clause 8.1(a), Supplier’s Tax Invoices to the University in respect of Services or Associated Goods supplied to a Business Unit of the University shall be sent to the relevant Business Unit of the University.

8.2 Payment of invoices

  1. Subject to Clause 8.3, the University shall pay to the Supplier the amount shown on the invoice, 30 days from the end of the month in which the invoice was received.

8.3 Disputed invoices

  1. If the University disputes any amount shown on an invoice, it shall notify the Supplier within 21 days of receipt of the invoice and must pay any amounts not in dispute in accordance with Clause 8.2, 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.

8.4 Errors or exceptions in invoicing

Without limiting Clause 8.2, 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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9. No minimum purchase or exclusivity

9.1 No minimum purchase

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

9.2 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 Services (or any aspect of it).

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10. Packing, marking and transport

The Supplier is responsible, at its cost, for properly and carefully packing, marking and transporting any Associated 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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11. Inspection and testing

11.1 Inspection

The University Representative has the right to inspect any of the Services and Associated Goods at any time to determine whether they are in accordance with the Agreement and are to the standard provided for in the Agreement.

11.2 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.

11.3 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 Services and any items supplied by the Supplier are in accordance with the Purchase Order.

11.4 Rejections

The University may, within a reasonable time following delivery, reject any item which is found to be defective, damaged prior to receipt, or is not in accordance with the Purchase Order, 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 Purchase Order. All such replacements, repairs and removals shall be at the Supplier’s expense.

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12. Assignment

The Supplier shall not, without the prior written approval of the University and except on such terms and conditions as are determined in writing by the University, sub-contract its obligations under the Agreement, or assign or mortgage, charge or encumber the benefit of the Agreement or any part thereof or any benefit or moneys or interest thereunder.

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13. Waiver

Except as is otherwise provided, none of the Purchase Order Terms and Conditions for the Provision of Services (and Associated Goods) 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.

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14. Early termination

14.1

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

14.2

In the event that the Supplier shall fail to perform or provide any of the acts or services required of it under the conditions of the Agreement to the satisfaction of the University, the University may in addition to its other rights and remedies forthwith terminate the Agreement.

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15. Force majeure

15.1

Neither the Supplier nor the University shall be responsible to the other for any failure, or any delay, in the performance of any obligation on its part to be performed, if such failure or delay shall be attributable to force majeure.

15.2

Within fourteen (14) days of the occurrence of any event of force majeure which the party so affected believes may interfere with or delay the performance of any obligation, the part so affected shall notify the other party describing the nature of the event and indicating the likely effects thereof.

15.3

Failure by the Supplier to perform any obligation as a result of force majeure shall not be a reason for the termination of the Agreement. The University however, reserves the right to cancel the Purchase Order in its entirety or in part, and source the required item and/or services elsewhere.

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16. Intellectual property rights

16.1

The Supplier grants to the University a non-exclusive, perpetual, royalty-free licence to use any Intellectual Property Rights in relation to any Associated Goods supplied to the extent necessary to allow the University the full use and enjoyment of those Associated Goods and the Supplier shall, upon request by the University, do all things as may be necessary (including executing any documents) to give full effect to such rights.

16.2 Intellectual property rights indemnity

The Supplier indemnifies and will keep indemnified the University and its respective officers, employees and agents from and against all costs, losses, expenses, actions, suits, demands, claims, damages and other liabilities resulting from the Supplier’s failure to comply with this Clause 22, or otherwise resulting from the actual or alleged infringement of the Intellectual Property Rights of any Third Party Contractor or Supplier.

16.3 Propriety information

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 Purchase Order. 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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17. Confidential information

17.1

The Supplier acknowledges that the Supplier, its employees, contractors and agents may be given access to confidential information in the course of performing the requirements the Agreement.

17.2

The Supplier must:
  1. keep strictly secret and confidential the confidential information
  2. ensure that its employees, contractors and agents are bound by the terms of their employment or appointment with the Supplier or otherwise to keep strictly secret and confidential the confidential information and
  3. not copy, publish, divulge or disclose in any manner whatsoever the confidential information to any person other than to those of its employees, contractors and agents directly involved in the performance of the Agreement and only to the extent that such disclosure is required for the performance of the Agreement.

17.3

Unless the University gives its prior written consent, or the Supplier is required by law to do so, the Supplier must not:
  1. use the Agreement or the University’s name or logo; or
  2. refer to the Supplier’s association with the University which results from an Agreement; or
  3. make any statement concerning an Agreement,

in any publication, advertisement or media release.

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18. Survival of clauses

The obligations of the Supplier under these Clauses 16 and 17 are continuing obligations and survive the expiration or termination of the Agreement.

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19. Occupational health, safety and welfare

19.1

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.

19.2

The Supplier will be obliged to 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.

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20. Insurance

20.1

The Supplier shall at its own expense effect and maintain for the duration of the Agreement and for at least two (2) years following the termination or expiry of the Agreement with a reputable insurance company, a policy of professional indemnity insurance covering the Supplier’s liability arising out of any act, neglect, error or omission made or done by or on behalf of the Supplier or its agents, employees or sub contractors in connection with the provision of the services under the Agreement in the sum of at least $5,000,000 in respect of any one (1) claim.

20.2

The Supplier shall at its own expense effect and maintain for the duration of the Agreement period with a reputable insurance company, a policy of general liability insurance for an amount not less than $20,000,000 in respect of any one claim.

20.3

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.

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21. Indemnities

The Supplier indemnifies the University and agrees to keep the University indemnified from and against all loss, damage, costs and expenses suffered or incurred by the University by reason of or arising from any cause whatsoever during the execution or purported execution of the Agreement by the Supplier and/or its Sub-Suppliers and against all actions, suits, claims, and demands which shall be instituted or made against the University in any way consequent upon or arising from any cause whatsoever arising directly or indirectly out of the execution or purported execution of the Agreement by the Supplier and/or its Sub-Suppliers.

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22. Claims and liens

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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23. Proper law

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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24. Acts, regulations, by-laws, licences and duties

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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