STANDARD TERMS AND CONDITIONS:-
(A) PURCHASE STANDARD TERMS AND CONDITIONS
1. Definitions & Interpretation
1.1 The definitions and rules of interpretation in this clause 1.1 apply to the Order and/or any
Means these terms and conditions and the Purchase Order
Means any food, and/or produce, and/or fruit, and/or vegetables, and/or goods of any description we may order from you
Means the purchase order placed by the Purchaser or the Supplier in respect of the Supplies and these Standard Conditions
Means each of the Purchaser and the Supplier and includes their successors in title, permitted assignees and permitted transferees
Means "Purveyors International", or any person or body acting on their behalf
Means Purveyors International Pty Ltd, a company registered in Australia with ABN 99 053 356 951 and whose registered office is at 66/330 Wattle Street, Ultimo, New South Wales 2007, Australia.
Means services specified in the order
"Standard Terms and Conditions"
Means these Purveyors International Standard Conditions of Purchase
Means the supplier on which the Order is placed, or any agent acting on his behalf.
Means the website of Purveyors International, which is www.purveyors.com
We reserve the right to revise these Terms and Conditions from time to time. Please check
our website periodically for changes.
3. Contract Formation
3.1 The Order constitutes an offer by the Purchaser to purchase the Goods provided that, if the
Order is not accepted in accordance with the provisions of clause 3.2 below within seven
(7) days of the date of the Order, the Purchaser's offer will lapse without the Purchaser
incurring any liability to the Supplier.
3.2 The Supplier shall accept the Order by signing and returning the Order Acknowledgement,
via email or fax (contact details below).
3.3 Further to the Supplier's acceptance of the Order in accordance with clause 3.2, the Order
shall constitute the contract between the Parties.
4. Risk and title in Goods
Risk in the Goods passes to Purveyors International upon delivery of the Goods. Title in the
Goods passes to Purveyors International upon delivery or payment, whichever comes first.
Delivery occurs when Purveyors International signs a receipt.
5. Price for goods and services
Any price quoted to Purveyors International for Goods and/or Services must include GST,
all packaging, transport, customs duty (and any other duties, taxes or levies), insurance,
loading, unloading and storage costs, up to the point of delivery.
6. Supplier's responsibilities
6.1 The Supplier shall provide the Goods to the Purchaser in accordance with the Order.
6.2 The Supplier shall:
(a) Ensure all goods supplied comply with order specifications;
(b) Ensure all goods are fit for purpose;
(c) Ensure all goods correspond with any description or sample the Supplier has
previously provided to Purveyors International;
(d) At all times comply with all legislation, standards and regulations, including but not
limited to, those relating to health, safety and environment, which are relevant to
any of the Goods;
(e) Ensure that waste and surplus materials and the like arising from any Products are
not deposited on any area other than a public or private disposal facility lawfully
recognised and licensed by the New South Wales Government.
6.3 Without limiting clause 6.2, the Supplier warrants that the Goods:
(a) Are not defective and are of merchantable quality;
(b) Are fit for human consumption;
(c) Comply in all respects with all relevant provisions of all applicable food, health,
trade practices, weights and measures and other legislation in Australia;
(d) Are not adulterated or contaminated in any way; and
(e) The Goods do not comprise and are not derived from any genetically modified
organisms or products, except to the extent agreed by Purveyors International.
6.4 Without limiting clause 6.2, the Supplier warrants that the Services will:
(a) Be performed by appropriately qualified and trained personnel;
(b) Be performed with due care and skill; and
(c) Comply with all directives and orders given by Purveyors International
representatives or procedures communicated by Purveyors International
to the Supplier
7. Goods and Services which fail to meet standards
Without limiting any other remedy Purveyors International may have, if the Goods delivered
or Services performed do not meet or exceed the Standards required in the Agreement, do
not meet or exceed the Specifications or are otherwise unacceptable to Purveyors
International upon delivery and in relation to Goods, at any time during their intended useful
life (the Non-conforming Goods and Services), Purveyors International will not be required to
pay for those Non-conforming Goods and Services. The Supplier must, at the Supplier's cost,
if Purveyors International requires the Supplier to do so, promptly remove any Non-
conforming Goods from Purveyors International's premises, or any other premises, where
the Non-conforming Goods are stored. The Supplier must at Purveyors International's
(a) Promptly replace the Non-conforming Goods and/or Services with Goods and/or
Services which do meet the relevant standards or Specifications which are
acceptable to Purveyors International; and/or
(b) Refund to Purveyors International all money paid in respect of the Non-conforming
Goods and/or Services; and/or
(c) Pay on demand to Purveyors International any out of pocket expenses or damages
suffered by Purveyors International.
8. Terms of payment
8.1 The Supplier must submit an invoice for all Goods and Services provided to Purveyors
International in a form acceptable to Purveyors International. Purveyors International
will not be required to pay any invoice that does not specify a Purchase Order number
or specifies an invalid Purchase Order number.
8.2 Purveyors International will pay the invoiced amount within 30 days from the end of the
month that the invoice is received , provided that the invoice is received.
8.3 All invoices must be sent to Accounts Department, Purveyors International Pty Limited,
66/330 Wattle Street, Ultimo, New South Wales 2007, Australia.
The Supplier warrants that the Goods supplied are insured against all perils and loss of
10.1 Without limiting any of Purveyors International's other legal rights, the Supplier hereby
indemnifies Purveyors International and any related bodies corporate (as defined in the
Corporations Act 2001) against any loss, damage, claim, action or expense (including,
without limitation, legal expense) which Purveyors International or any of its related
bodies corporate suffer in connection with any of the following:
(a) A breach of the Agreement by the Supplier;
(b) Any warranty given by the Supplier under the Agreement being incorrect or
misleading in any way;
(c) Any product liability claim or product recall relating to the Goods;
(d) Any negligent act or failure to act by the Supplier or any of the Supplier’s employees,
agents, officers or contractors; and
(e) Any act which is not authorised by the Agreement.
11.1 Where the Agreement requires either party to pay for, reimburse or contribute to any expense,
loss or outgoing (“reimbursable expense”) suffered or incurred by the other party, the amount
required to be paid, reimbursed or contributed by the first party will be the sum of:
(a) The amount of the reimbursable expense net of input tax credits (if any) to which the
other party is entitled in respect of the reimbursable expense (“net amount”); and
(b) If the other party's recovery from the first party is a taxable supply, any GST payable
in respect of that supply.
12.1 The parties must keep all Confidential Information secret and must not use that Confidential
Information except as necessary for the purposes of the Agreement. Each party must store
all Confidential Information in a way that minimises the risk of unauthorised access. In this
clause 12, “Confidential Information” with respect to a party (a “Receiving Party”) means:
(a) The existence and terms of the Agreement; and
(b) Any technical, scientific, commercial, financial or other information of or about the
other party ("the Discloser") or any of its products, of which the Receiving Party
becomes aware in connection with the Agreement and all information about the
Discloser’s business and business processes.
The Agreement may be terminated immediately by Purveyors International if the Supplier
breaches the Agreement or at any other time by Purveyors International by providing notice
in writing to the Supplier. A fair and reasonable price will be paid for all agreed work in
progress at the time of cancellation and subsequently received by Purveyors International.
Purveyors International will not be liable for any loss to the Supplier, including
14. Applicable law
14.1 These Terms and Conditions shall be governed by and construed in accordance with the laws
of New South Wales, Australia and The Parties submit to the non-exclusive jurisdiction of any
New South Wales court.
Telephone: (612) 9211 1555
Fax: (612) 9211 1123
Address: 66/330 Wattle Street, Ultimo, New South Wales 2007, Australia