These terms and conditions apply to any supply of goods and/or services to AlburyCity Council ABN 92 965 474 349 and related entities for individual purchasing activities that are not subject to existing contracts with AlburyCity.
By accepting a purchase order or agreeing to supply Goods and/or Services, a supplier agrees to be bound by these terms and conditions and a contract is created between the parties.
For the avoidance of doubt these terms and conditions will override any terms and conditions of the Supplier, unless AlburyCity otherwise agrees in writing.
The reference number supplied by AlburyCity at the time of purchase must be quoted on all correspondence to AlburyCity including a (tax) invoice.
- All Goods are to be delivered by the Supplier to the AlburyCity Council Depot, Wodonga Place, Albury NSW 2640 unless otherwise advised at the time of purchase. Alternative delivery points may be agreed between AlburyCity and the Supplier at any time.
- All Goods must be accompanied by a corresponding delivery docket from the Supplier showing:
- the quantity, description and name of the Goods;
- the correct AlburyCity reference number (PIN Or Purchase Order Number);
- the delivery docket number and date (one for each delivery).
- Any hazardous and/or dangerous materials must be clearly marked as such and supplied with a relevant Safety Data Sheet.
- All relevant safety instructions, training and/or operations manual (or similar) must be provided at the time of delivery.
- The Supplier agrees to supply goods that, where practicable to do so, align with AlburyCity's definition of Sustainable Procurement and to provide information to substantiate any claims to that effect.
- The Supplier agrees to abide by AlburyCity's safety policies and all relevant occupational health and safety and environmental laws.
- Suppliers that utilise or are part of the heavy vehicle transport industry (vehicles over 4.5 ton) need to comply with the National Heavy Vehicle Law Chain of Responsibility regulations.
Variations and cancellation
- The Parties may, during the course of supplying Goods and/or Services, agree to variations or cancellation of that supply. Any agreed variation or cancellation must be recorded in writing and signed by the parties.
- If AlburyCity makes a variation or cancels a supply, the Supplier may make a written claim for extra costs which AlburyCity may consider, at its absolute discretion.
Subcontracting of agreement
The Supplier must not subcontract part or all of the supply of good and/or Services without the written approval of AlburyCity.
- In addition to any warranties implied by law, the Supplier warrants that:
- the Goods and/or Services are free from defects in material and workmanship and are of merchantable quality;
- the Goods are new (unless specifically requested to be other than new by AlburyCity);
- the Goods are of the description and quality specified in the purchase order;
- the Goods are fit for purpose;
- in performing the Services, the Supplier (and its employees and agents) will exercise due skill and care;
- the Goods and/or Services are compliant with all applicable Australian standards and legislation;
- the Goods are not infringing on any patent, registered design, trademark or name, copyright or any other protected right; (vii) the warranty offered by a manufacturer of the Goods and/or Service is enforceable by AlburyCity; and
- the Goods and/or Services are free from any charge or encumbrance in favour of any third party not declared or known to AlburyCity before or at the time the purchase order is made.
- The Supplier will ensure that any warranty offered by a manufacturer of the Goods and/or Services is enforceable by AlburyCity.
- If there is a defect in the Goods, or in the performance of the Services or if the performance of the Services is incomplete, or if there is a breach by the Supplier of a warranty contained in this part, AlburyCity may, by notice, require the Supplier to remedy the defect, replace the Goods or complete the Services at no additional cost to AlburyCity. The Supplier has thirty (30) days from the date of the notice to comply.
Ownership and risk
- Title will pass to AlburyCity on acceptance of the Goods from the Supplier (subject to quality issues).
- Title to intellectual property in regards to Services carried out for AlburyCity vests in AlburyCity upon its creation.
- The Supplier assumes all risk in the Goods and/or Services until it is accepted by AlburyCity.
Acceptance and rejection
- AlburyCity may, at any time before acceptance, reject the Goods and/or Services if AlburyCity believes the Goods and/or Services are defective, do not comply with the warranties clause or do not meet the stated requirements at time of purchase. AlburyCity may prior to rejection unpack, inspect and test the Goods and/or Services (or the product of the Services) for this purpose.
- If AlburyCity rejects the Goods or Services (or any part of the Goods or Services) the Supplier must either collect the defective Goods and replace them or undertake and complete the Services again at the Supplier's expense; or refund AlburyCity any amount paid for the defective Goods and/or Services plus any reasonable "make good" amount.
- If the Supplier is (or is required to be) registered for GST, the Supplier must issue a tax invoice for the supply/supplies within 28 days from the date of delivery. The Supplier's tax invoices are to show all the details required by A New Tax System (Goods and Services Tax) Act 1999.
- If the Supplier is not registered for GST (and is not required to be registered for GST), the Supplier must issue an invoice for the supply/supplies within 28 days from the date of delivery.
- Non-compliance with any of the above terms will result in delays to payment and no demand may be made or compensation claimed by the Supplier.
No interest will be payable by AlburyCity in respect of any (tax) invoice rendered by the Supplier which is due and remains unpaid.
AlburyCity will pay the Supplier within thirty (30) days of it receiving a (tax) invoice as described above.
Termination by AlburyCity
AlburyCity may terminate an agreement to purchase at any time by notifying the Supplier in writing, if the Supplier becomes insolvent as defined by the Corporations Act 2001; or fails to comply with any of these terms and conditions.
Indemnity and insurance
The Supplier indemnifies AlburyCity against any loss or damage arising out of or in connection with the Supplier in supplying the Goods and/or Services or the Supplier breaching these terms and conditions or its obligations or warranties contained in these terms and conditions.
- The Supplier will effect and maintain appropriate insurance policies.
- The Supplier must not assign the benefit of the procurement activity without AlburyCity's prior written consent.
- AlburyCity's failure or delay to enforce a condition, or to exercise a right or remedy for breach, is not a waiver of any other breach by the Supplier.
- The invalidity or unenforceability of any term or condition shall not affect the validity or enforceability of any other term or condition, which shall remain in full force and effect.
- These conditions will be governed by the law of New South Wales and the parties submit to the non-exclusive jurisdiction in that State.