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Standard Terms And Conditions of Purchase has been designed for use on typical business sales. This template contains terms: definitions and interpretation, evidence of contract and precedence of document, acceptance, performance by supplier, specifications, warranties and liability, delivery & title & risk, price, goods and services tax, payment, deductions, no minimum purchases or exclusivity, health & safety & environment, termination, termination at will, termination or reduction of services for convenience, supplier default, assignment, subcontracting, severability, waiver, notices, anti-corruption and bribery, dispute resolution, compliance with laws, governing law.

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PROC P01; Issue 1; January 2012 Serco Sodexo Defence Services
Page 1 of 6
Commercial in Confidence
1 Definitions and interpretation
Definitions 1.1
In these terms and conditions (‘the Terms) the following
have the meanings set out below:
‘Company means Serco Sodexo Defence Services Pty
Ltd or any related subsidiary.
Contractis defined in Clause 2.1
Deducted Amountis defined in Clause 11.1
‘Deliverables’ means goods, rights and services identified
in the Purchase Order.
Delivery Location’ means the place identified in the
Purchase Order in relation to the provision of the
‘Goods’ means all goods, materials, equipment and parts
provided by the Supplier to the Company as detailed in the
Purchase Order.
“GST” means A new Tax System (Goods and Services
Tax) Act 1999 (Cth).
‘Laws’ means the requirements of all statutes, rules,
regulations, proclamations, awards, ordinances, by-laws or
Australian Standards, present or future, and whether state,
federal or otherwise.
‘Material’ means any material brought into existence as
part of, or for the purpose of producing the Supply, and
includes but is not limited to documents, equipment,
information or data stored by any means.
‘Moral Rights’ means the right of attribution of authorship
of work, the right not to have authorship of work falsely
attributed and the integrity of authorship as defined in the
Copyright Act 1968 (Cth).
Party means a party to the Contract.
‘Personnel’ means:
(a) in relation to the Supplier, any of its employees,
Subcontractors (including Subcontractors’ Personnel),
agents and representatives involved either directly or
indirectly in the performance of the Supply;
(b) in relation to the Company, any of its past or present
officers, employees, agents or representatives; and
(c) in relation to a Subcontractor, any of its employees,
agents or representatives involved either directly or
indirectly in the performance of the Supply.
‘Price’ is defined in Clause 8.1
Purchase Ordermeans individual purchase orders as
may be issued by the Company to the Supplier in respect
of the Supply which shall be subject to the Contract.
‘Services’ means the work identified in the Purchase
Order to be performed by the Supplier in accordance with
the Contract.
Sitemeans the Company's premises identified in the
Purchase Order.
‘Subcontractor’ means any person engaged by the
Supplier in accordance with Clause 19 to perform all or
any part of the Supply on behalf of the Supplier.
Suppliermeans the Party (as identified in the Purchase
Order) responsible for providing the Supply.
Supplier Default Noticeis defined in Clause 17.2
Supplymeans the supply of Deliverables in accordance
with the Purchase Order.
Interpretation 1.2
Unless the context requires otherwise, the singular
includes the plural and vice versa, reference to a gender
includes all genders, reference to a ‘person’ includes a
natural person, company, body corporate or other form of
legal entity, and reference to ‘including’ and ‘includes’ is to
read as if followed by ‘without limitation’.
2 Evidence of Contract and precedence of
Contract 2.1
(a) The Contract consists of the following documents:
(i) The Purchase Order;
(ii) These Terms and Conditions (‘the Terms’);
(iii) Any express written agreement from the
Company which is attached to, or incorporated
by reference in, the Purchase Order or these
(b) The Company is not contractually bound until a
formal Purchase Order is placed by the Company
and then only to the extent of the issues specifically
covered by that Purchase Order.
Precedence of documents 2.2
If any of the terms of the Contract conflict with or contradict
each other, those terms will over-ride each other in the
following order of priority: (1) any express written
agreement from the Company; (2) our Purchase Order; (3)
these Terms.
Entire agreement 2.3
(a) The Contract contains the entire agreement
between the Company and the Supplier with
respect to its subject matter and supersedes all
prior communications and negotiations between
the Company and the Supplier in this regard,
unless those communications expressly form part
of the Contract.
(b) 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, Purchase Order acknowledgment,
confirmation, acceptance, bill of lading or other
instrument, shall be binding upon either Party
unless specifically and expressly agreed to in a
writing signed by duly authorised representatives
of both parties.
3 Acceptance
(a) The Company only purchases Deliverables on
these Terms.
(b) If the Supplier accepts the Company’s Purchase
Order it will be on these Terms and no other
standard terms.
Standard Terms And Conditions of Purchase
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