Purchase Order Terms & Conditions

“We work with companies and communities, who have shared goals for greener supply chains and are committed to driving the circular economy towards net zero emissions by 2050”

This Purchase Order (“PO”) and any attachments are the sole agreement between Delfab Engineering Pty Ltd (Delfab) and the Seller identified on the face of this PO ("Seller") regarding the goods or services specified in this PO.

 

1.  Definitions In these Conditions:

"Conditions" means these conditions for the supply of goods and/or services; "Defects Liability Period" means the period of 12 months from the date of delivery; "Delivery Location" means the delivery location specified in Delfab’s PO; "Delivery Date" means the date for delivery specified in the PO; “Delfab” means the entity which issues the PO as indicated in the PO; "Goods" means the goods described in the PO; "GST" means goods and services tax within the meaning of the GST Act; "Price" means the price specified on the PO; "Services" means the services described in the PO; "Tax Invoice" has the meaning defined in the GST Act; and "Vendor" means the supplier of the Goods and/or the Services named on the PO.

 

2. Preliminary

2.1 The Vendor will accept a PO by: (a) delivering the Goods and/or Services (or any part thereof) described in the PO to Delfab; or (b) otherwise representing to Delfab the Vendor’s intention to deliver the Goods and/or Services.

2.2 These Conditions will not supersede or replace any existing supply agreement in writing between the Vendor and Delfab unless otherwise notified by the Delfab Contact, any such existing supply agreement will continue in full force to the exclusion of these Conditions.

2.3 No changes to a PO may be made without Delfab's written consent.

2.4 Delfab may, at any time prior to delivery, cancel a PO in whole or in part by written notice to the Vendor and no penalty or liability for damages will be incurred by Delfab in connection with such cancellation except where the Vendor can show, to Delfab’s reasonable satisfaction that it has incurred unrecoverable transport costs owed to a third party in arranging Delivery to the Delivery Location.

 

3. Delivery of Goods

3.1 The Vendor must: (a) deliver the Goods to the Delivery Location by the Delivery Date, or within a reasonable time; (b) ensure that Goods delivered match the Goods ordered; (c) package the Goods so as to: (i) prevent damage to the Goods; and (ii) minimise waste; (d) use reasonable endeavours to package the Goods using packaging that is recyclable; (e) where the Goods are delivered on pallets, use reasonable endeavours to use pallets that are either recyclable or reusable; (f) ensure that the Goods are prepared appropriately for shipment and to at least the carrier's requirements; and (g) notify Delfab if the delivery of the Goods is likely to be delayed.

3.2 The Vendor is responsible for all transport costs, including freight and insurance charges, incurred in delivering the Goods to the delivery location, unless noted on PO.

3.3 Delfab may, at any time before delivery of the Goods, request to inspect or test the Goods at the Vendor's premises or elsewhere.

3.4 Delfab may, acting reasonably, reject the Goods by informing the Vendor within 30 days of delivery that the Goods are not acceptable.

3.5 Delfab: (a) is not required to pay for Goods that it rejects under clause 3.4; and (b) is only required to return rejected Goods to the Vendor if requested. All expense and risk in rejected Goods remains at all times with the Vendor.

3.6 Delfab may, at any time, return to the Vendor, at the Vendor's cost, Goods found to contain defects, and the Vendor must repay Delfab the Price paid for such defective Goods.

3.7 The Vendor must not subcontract or delegate the manufacture of the Goods to any other party without the prior written consent of Delfab. In any event, any subcontracting or delegation by the Vendor will not relieve the Vendor of any of its obligations arising under or in connection with these Conditions.

3.8 If: (a) Delfab notifies the Vendor of a defect in the Goods during the Defects Liability Period, the Vendor must, at its own cost, repair replace or otherwise make good that defect within a time agreed with Delfab or, failing agreement, within a time specified by Delfab acting reasonably; Delfab may engage another party to do so at the Vendor’s risk and expense.

3.10 The Defects Liability Period will recommence (and restart from the beginning) from the date of the repair, replacement or making good, but only in respect of that part of the Goods repaired, replaced or made good.

 

4. Provision of Services

4.1 The Vendor must provide the Services: (a) in a prompt, safe, conscientious and professional manner exercising due care, skill and diligence and at all times acting in a proper and honest manner; (b) according to all directions given by the Delfab Contact; (c) in compliance with: (i) all applicable laws, safety regulations and ordinances; and (ii) all relevant authorisations, permits and licences necessary or otherwise required by law to carry out and complete the Services or supply the Goods, and you must inform us promptly if, during the term of these Conditions, such relevant authorisations, permits or licences become no longer operative; and (d) where applicable, in compliance with Delfab’s work practices and site arrangements (including, without limitation, site safety arrangements) as notified by Delfab from time to time.

4.2 Where Services are to be performed on Delfab's premises or in the vicinity of power lines, electrical plant and equipment or live electrical apparatus, the Vendor must not commence work until the Delfab Contact has issued the relevant authority form, unless the Vendor is appropriately authorised under applicable laws or regulations to do so.

4.3 At any time, if Delfab is dissatisfied with the Vendor's provision of Services, it may request the Vendor to provide Services (or any part of the Services) again and the Vendor must perform the work at no extra charge to Delfab.

4.4 The Vendor must not subcontract or delegate the provision of Services to any other party without the prior written consent of Delfab. In any event, any subcontracting or delegation by the Vendor will not relieve the Vendor of any of its obligations arising under or in connection with these Conditions.

4.5 The Vendor must complete delivery of the Services by the Delivery Date or, if no Delivery Date is specified, within a reasonable time.

 

5. Warranties

5.1 The Vendor warrants to Delfab that the Goods: (a) are fit for the purpose for which the Goods, (b) will function and perform in all respects as represented by the Vendor; (c) comply with every aspect of the Goods' description in a PO or, if there is no description, the highest industry quality standards for their manufacture; (d) are free from all faults and defects; (e) do not, and Delfab's use of the Goods will not, infringe any intellectual property rights of any person; and (f) comply with all relevant laws (which compliance Delfab may require the Vendor to demonstrate on request).

5.2 The Vendor warrants to Delfab that, immediately prior to the time of delivery, it will own the Goods free of any third party or other security interests.

5.3 The Vendor warrants to Delfab that the performance of the Services will: (a) comply with every aspect of the Services' description in a PO or, if there is no description, the highest industry quality standards for their performance; (b) undertaken using all due skill and care and in a prompt, safe, conscientious and professional manner; (c) provide the functionality and performance represented by the Vendor; (d) be provided to Delfab free of any restrictive covenants imposed by any other party; and (e) comply with all relevant laws (which compliance Delfab may require the Vendor to demonstrate on request), including where applicable: (i) safety regulations and ordinances; and (ii) any obligation to hold a licence under the Labour Hire Licensing Act 2018 (Vic).

5.4 If, in the supply of the Goods or Services, the Goods are, or any property of Delfab or its employees, agents or contractors is, damaged, Delfab may, at its election (and without limitation to its other rights): (a) require the Vendor to repair or resupply the Goods at the Vendor's cost; (b) require the Vendor to resupply the Services; or (c) deduct from the Price the cost of having the Goods repaired or resupplied or the Services resupplied.

5.5 The Vendor will notify Delfab of any suspected or actual instances of modern slavery it becomes aware of in relation to the delivery of the Goods or provision of Services.

 

6. Payment terms and GST

6.1 The amount payable for the Goods and/or Services by Delfab will be the Price exclusive of GST. The Price includes all applicable taxes, duties, levies and charges.

6.2 Following receipt of a valid Tax Invoice, Delfab will pay the Vendor: (a) (i) by date specified on the invoice; or (ii) 30 days, from the end of the month in which the Tax Invoice is received by Delfab. If zero date is specified, payment will be made as soon as reasonably practicable.

6.3 The Vendor must give to Delfab, within 28 days of delivery or performance, a Tax Invoice which: is fully compliant with the GST Act; and states the PO number, full details of the Goods delivered or Services performed, the appropriate Delfab contact person, total invoice amount; line number and item description as per the PO (if applicable),  quantity delivered and unit price (if applicable), extended amount per item (if applicable), delivery address, date of delivery and dispatch docket number (if applicable) and any other information that Delfab may require.

6.4 Payment is subject to: (a) the Delfab Contact (acting reasonably) certifying that the Goods supplied or the Services performed are satisfactory, including, in the case of Goods, that the Goods were delivered to the appropriate Delivery Location with all packaging clearly marked with the relevant PO number and marked to the attention of the appropriate Delfab person; and (b) the invoice from the Vendor containing the relevant details as per clause 6.3

6.5 The Vendor may not vary the price of any Goods or Services without the prior written consent of Delfab.

 

7. Indemnities

7.1 The Vendor indemnifies Delfab against all claims, damages, suits, actions, liabilities, losses, demands, actions, costs and expenses incurred by any person arising directly or indirectly from: (a) a breach of these Conditions; (b) the supply of Goods and/or Services to Delfab; (c) any negligent act, omission or unlawful action by the Vendor or any of its employees, officers, agents or subcontractors; (d) any injury or death of any person or damage or destruction of any property arising as a consequence of the Vendor's acts or omissions, negligence or otherwise; (e) Delfab being deemed a "manufacturer" under Chapter 3, Part 3.5 of Schedule 2 of the Competition and Consumer Act 2010; or (f) any infringement of a third party's intellectual property rights in the Goods and/or Services, expect to the extent that the liability was caused or contributed to by Delfab.

7.2 The indemnity in clause 7.1 is a continuing indemnity and is not satisfied or discharged by any payment made pursuant to the indemnity.

7.3 The Vendor is deemed to be aware of the inherent dangers and risks in Delfab's activities, and accordingly the Vendor: (a) releases Delfab from all liability arising from or in connection with any injury or death of the Vendor's employees, agents or contractors on Delfab's premises; and (b) must insure itself fully in respect of all potential public liability claims.

 

8. Confidentiality

8.1 If in the performance of these Conditions or otherwise, the Vendor obtains or becomes aware of any sensitive or confidential information relating to Delfab or its business, partners or customers ("Confidential Information"), the Vendor must not, without Delfab's prior written consent, disclose to any person the Confidential Information, except to those of its employees that are involved in the completion of a PO and then on a strictly confidential basis. The Vendor must immediately notify Delfab if it knows of, or suspects, any unauthorised disclosure of the Confidential Information. This obligation survives the satisfaction or termination of a PO.

8.2 The Vendor must not reproduce a PO, advertise or publish any details of a Delfab PO.

 

9. Intellectual property

9.1 The Vendor assigns to Delfab ownership of all copyright and other intellectual property rights to all documents, drawings, maps, characters, images, photographs, artwork, blueprints, calculations, information and instructions prepared in connection with a PO.

 

10. No relationship

10.1 The Vendor is not an employee, agent or representative of Delfab and has no authority to act on behalf of Delfab.

 

11. Termination

11.1 Delfab may terminate a PO (to the extent that the PO has not been fully satisfied), immediately on written notice to the Vendor if the Delfab Contact believes the Vendor has breached these Conditions.

11.2 Following such termination, the Delfab Contact will value any Goods and/or Services received to re-evaluate the Price payable for such Goods and/or Services.

11.3 Notwithstanding the termination of any PO, the Vendor remains liable under these Conditions to Delfab in respect of any Goods or Services provided up to the time of termination.

 

12. Disputes

12.1 Any dispute between the parties concerning a PO will be dealt with as follows: (a) Delfab must refer the dispute to its Delfab Contact and the Vendor must appoint an equivalent officer, who together must attempt to resolve the dispute; (b) if the dispute is not resolved within 3 weeks after such referral, the parties must refer the dispute to nominated senior representatives for resolution; (c) if the dispute is not resolved under clause 12(b) within 2 weeks, only then may the parties commence legal proceedings.

12.2 Nothing in this clause 12 prevents a party from seeking urgent injunctive relief or similar interim relief from a court.

 

13. Severance

13.1 If a provision of these Conditions is invalid or unenforceable, it is to be read down or severed to the extent of the invalidity or unenforceability and that fact will not affect the remaining provisions.

 

14. Governing law

14.1 (a) Subject to clause 14.1(b), a PO is to be interpreted according to the laws of Victoria and each party submits to the jurisdiction of the courts of that State.

 

15. Assignment

15.1 The Vendor may not assign or novate its rights and obligations under a PO without Delfab’s prior written consent.

 

Effective from 1^st January, 2023.

 

Delfab Engineering Pty Ltd

9 Della Torre Road, Moe Vic 3825

(03) 5126 1425