In this Agreement:
Agreed Shipment Time Frame means within 7 days from the Shipment Date, being the agreed time frame for shipment of the Products.
Agreement means this standard terms and conditions of purchase and incorporates any terms in the Purchase Order issued by PIP ANZ.
Order means an offer by PIP ANZ and the direction of PIP ANZ to the Supplier to purchase a specific quantity of the Products for the Price.
PIP ANZ means PIP ANZ (Australia) Pty Ltd (ABN 90 608 776 816 / ACN 608 776 816) or PIP ANZ (New Zealand) Limited (NZBN 942 904 770 7351).
Party means PIP ANZ or the Supplier and Parties mean both PIP ANZ and the Supplier.
Purchase Order means the document issued by PIP ANZ which sets out the details of an Order.
Quote means any indication of pricing for any Products provided to PIP ANZ by any authorised representative of the Supplier.
Products means the products supplied (or to be supplied, as the case may be) by the Supplier to PIP ANZ in response to an Order.
Price means the price of the Products as set out in the relevant Purchase Order based on the relevant Quote.
Shipment Date means the proposed date on which the Products will be shipped by the Supplier to the designated location and recipient as set out in the relevant Purchase Order.
Supplier means the supplier to whom an Order was made and a Purchase Order was issued.
Warranty Against Defects means the warranty as defined in clause 6.
1.1. In consideration of PIP ANZ’s promise pay the Supplier the Price, the Supplier agrees to supply the Products.
1.2. The Parties agree that the terms of this Agreement shall supersede any other agreement between the Parties in respect of the Products and that in any event, this Agreement shall govern the purchase of the Products from the Supplier by PIP ANZ.
2.1. The Supplier may accept the Order in writing, by its actions or by conduct, including but not limited to the supplier’s indication or actions to supply the Products. If the Supplier indicates to PIP ANZ that the Supplier will supply the Products, the Supplier shall be deemed to accept the Purchase Order and the terms of this Agreement.
3.1. The Supplier shall obtain PIP ANZ’s approval on the Shipment Date in writing within 7 days after receipt of a Purchase Order.
3.2. Once the Shipment Date has been approved by PIP ANZ pursuant to clause 3.1, the Supplier shall not: 3.2.1. change the Shipment Date; or
3.2.2. ship the Products to PIP ANZ earlier than the Shipment Date, without PIP ANZ’s prior approval in writing.
3.3. For the avoidance of doubt, PIP ANZ is not obliged to accept (or pay for) the Products if the Products are shipped to PIP ANZ earlier than the Shipment Date without its prior approval in writing.
3.4. Subject to the terms in this clause 4, the Supplier must ship the Products to the delivery address designated by PIP ANZ within the Agreed Shipment Time Frame. Any delay in the Shipment Date will not be accepted unless otherwise agreed to in writing by PIP ANZ.
3.5. If PIP ANZ has reasonable cause to believe that the Products have not been shipped on the Shipment Date or within the Agreed Shipment Time Frame, PIP ANZ shall have the rights, at its sole discretion, to withhold payment of any amount payable to the Supplier relating to the relevant Order, or to terminate the relevant Order.
4.1. The Parties acknowledge and agree that PIP ANZ has made the Order based on the Price. The Supplier shall not change or revise the price of the Products except with the prior written approval of PIP ANZ.
5.1. All legal and equitable title to and property in all Products supplied by the Supplier shall pass to PIP ANZ upon payment of the Price even if the Products have not been received by (or delivered to) PIP ANZ physically.
5.2. After payment of the Price by PIP ANZ, the Supplier irrevocably agrees and undertakes that PIP ANZ (including its servants or agents) will have the right without notice or demand to immediately enter upon the Supplier’s premises or such other premises that PIP ANZ reasonably believes the Products to be held and reclaim possession and remove the Products in the possession or control of the Supplier.
5.3. In the event of shortage in the quantity of the Products delivered, the Supplier shall (after obtaining prior written approval from PIP ANZ):
5.3.1. make good such shortage; or
5.3.2. make the relevant adjustment to the Price in the relevant invoice.
6.1. In addition to any rights and remedies that PIP ANZ may be entitled to under any applicable law, the Supplier provides to PIP ANZ a Warranty Against Defects.
6.2. During a period of 12 months after the date of purchase of the Products, if any of the Products have one or more defects that makes it unfit for its reasonably foreseeable purpose, PIP ANZ is entitled to return the Products to the Supplier.
6.3. Upon return of the defective Products, PIP ANZ shall be entitled to, and the Supplier shall provide PIP ANZ with:
6.3.1. a credit for the value of the defective Products; or
6.3.2. replacement of the defective Products with similar Products.
7.1. PIP ANZ will have the right to market the Products under its own trade marks, trade names or product designations.
7.2. The Supplier will not use any trade mark, trade names or product licensing of PIP ANZ without first obtaining PIP ANZ’s prior consent. Where PIP ANZ provides the Supplier with any trade marks or trade names for the purposes of supplying the Products pursuant to this Agreement, PIP ANZ will be deemed to have provided written permission for the use of such trade marks or trade names for the sole purpose of supplying the Products pursuant to this Agreement.
8.1. Assignment
The Supplier shall not assign any or all of its rights or obligations under this Agreement without the prior written consent of PIP ANZ.
8.2. Force Majeure
Neither Party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, riots, new or amended law or policy, strikes, lockouts, labour disruption or any cause beyond the reasonable control of such Party.
8.3. Entire Agreement and Severance
To the extent permitted by law, this Agreement constitutes the entire agreement between the Parties in respect of the Order. In the event that any provision of this Agreement is held to be invalid by a court or tribunal of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect.
8.4. Governing law
This Agreement shall be governed by the laws of the state of New South Wales. PIP ANZ and the Supplier submit to the exclusive jurisdiction of the courts of New South Wales.