Purchase Order Terms and Conditions
In consideration of payment of the Price by PT, the Supplier shall supply the Goods and/or perform the Services by the date required in accordance with this Purchase Order.
1. Definitions
“Goods” means the products, chattels, plant, equipment, machinery, stores, associated services and/or the like subject of this Purchase Order.
“GST” means the goods and services tax as defined in Section 195-1 of the A New Tax System (Goods and Services) Act 1999 or similar tax imposed under the GST Law or any similar tax introduced to replace that tax.
“Price” means the price set out in this Purchase Order.
“PT” means Pacific Tug Group Pty Ltd, or any of its subsidiaries or affiliate entities including Pacific Tug (Aust) Pty Ltd, Pacific Marine Base Brisbane Pty Ltd, Pacific Fleet Engineering and Wide Bay Shipping Services Pty Ltd.
“Services” means the services, if any, described or referred to in the Purchase Order Form.
“Supplier” means the person, entity, or corporation to whom the Purchase Order is addressed.
2. Price
a. The Price is inclusive of all reasonable costs incurred by the Supplier in the supply of the Goods and/or performance of the Services.
b. Any invoice must:
i. be correctly addressed;
ii. contain the Purchase Order reference number;
iii. describe the Goods and/or Services;
iv. identify the amount claimed; and
v. where necessary, be accompanied by documentation substantiating the amount claimed.
c. PT shall make payment of the Price within 30 days of delivery and acceptance of the Goods or satisfactory completion of the Services, or a correctly rendered invoice is provided, whichever is the latter.
d. All moneys due from the Supplier to PT and any amount which PT may have incurred or paid and for which the Supplier is liable, may be deducted by PT from any amounts due hereunder to the Supplier.
e. All prices or other consideration referred to in this Purchase Order are inclusive of GST. PT is not required to pay the GST component of the Price or other consideration until it has received a tax invoice from the Supplier in respect of the taxable supply.
3. Warranty
a. The Supplier warrants that it:
i. Is able and suitably qualified and experienced to supply the Goods or perform the Services in accordance with this Purchase Order; and
ii. Will exercise due skill, care and diligence in the supply of the Goods or performance of the Services in accordance with this Purchase Order.
b. The Supplier further warrants that all Goods and/or Services:
i. Match the description referred to in the Purchase Order and satisfy the relevant Australian Standards for quality control. In the absence of Australian Standards the Goods and/or Services will satisfy industry standards;
ii. Comply with all laws, legislation, regulations, and codes;
iii. Do not infringe or contribute to the infringement of any applicable patent, registered design or copyright;
iv. Conform to any specifications; and
v. Will be free from defects in design, material and workmanship for the warranty period normally offered by the Supplier, or 90 days, whichever is greater. The warranty period will begin from when PT accepts the Goods and/or Services.
4. Breach of Warranty
a. If the Supplier breaches the Warranty (Clause 3), PT may;
i. Return the defective Goods to the Supplier;
ii. Reject the defective Services;
iii. Repair or make good the defective Goods; or
iv. Re-perform or make good the defective Services.
b. At PT’s election, the Supplier must:
i. Repair or replace the defective Goods;
ii. Re-perform or make good the defective Services; or
iii. Reimburse PT for any expenses incurred in repairing, re-performing or making good any defective Goods or Services, at the Supplier’s cost.
c. Any Goods supplied or Services performed pursuant to this Clause 4 will be accompanied by the same Warranty at Clause 3.
5. Termination
a. PT may terminate this Purchase Order at any time by giving written notice to the Supplier. After receiving written notice of termination, the Supplier will immediately cease supply of the Goods and/or Services. In the event of such a termination, payment for costs incurred by the Supplier will be negotiated by PT and the Supplier on the basis of the Supplier’s actual costs for the Goods and/or Services completed as of the termination date.
b. If the Supplier defaults in supplying the Goods and/or Services PT will be entitled to cancel the Purchase Order at its discretion and without payment.
6. Insurance
If the Supplier, either as principal or by agent or employee, enters upon the property of PT in order to do perform any Services, the Supplier agrees to maintain the following types of insurance coverage:
a. Worker’s Compensation to satisfy the laws of the state in which the Services will be performed;
b. Combined Public and Product Liability for personal injury and property damage, including contractual liability insurance, with combined limits of not less than $20,000,000 per occurrence.
c. The Supplier’s worker’s compensation insurer of the Supplier, if self-insured, agrees to waive all rights of subrogation against PT except for claims caused by PT’s sole negligence.
7. Indemnification
The Supplier indemnifies and holds PT harmless from and against any and all claims, demands, liabilities and damages (together “Claims”) arising either directly or indirectly from:
a. Any infringement or alleged infringement of any intellectual property rights arising out of the purchase, use, or sale of the Goods supplied or Services performed under this Purchase Order;
b. Any personal injury, including death, of any persons;
c. Any loss of, or damage to, any property of any person; or
d. Any consequential losses suffered as a result of:
i. Delay;
ii. Breach of warranty contained in this Purchase Order;
iii. Any willful or negligent acts or omissions, or
iv. Breach of this Purchase Order, by the Supplier, a supplier of the Supplier, or employees or invitees of either of them;
v. Or in any other way connected to this Purchase Order.
8. Environment, Health, Safety and Security
If the Supplier, either as principal or by agent or employee, enters upon the property of PT, the Supplier agrees to comply with PT’s Health Safety and Environment Policies and Procedures.
9. Hazardous and Dangerous Goods and Materials
For any goods or materials furnished in accordance with this Purchase Order which are defined as hazardous or dangerous under applicable law, the Supplier will provide PT with hazardous warning and safe handling information in the form of a material safety data sheet (MSDS) and appropriate labelling for such goods or materials.
10. Risk and Title
The Supplier shall retain ownership of the Goods and/or Services until such time as the Goods and/or Services have been received and accepted by PT. At the time that Title transfers to PT, it will pass free of any liens, charges and encumbrances.
11. Assignment
The Goods and/or Services covered by this Purchase Order and amounts payable by PT to the Supplier under this Purchase Order are not assignable by the Supplier without the prior written consent of PT.
12. Taxation
a. The Supplier shall be solely liable for and shall pay, when due and payable, all taxes, levies and charges which may be imposed upon the Supplied in relation to the Goods and/or Services.
b. The Supplier shall indemnify and keep indemnified and hold harmless PT in respect of any and all actions, proceedings, claims, demands, damages, losses, costs, charges, expenses, and fines arising as a result of or in connection with any failure by the Supplier or any of its subcontractors to comply with this clause.
13. Entire Agreement
a. This Purchase Order incorporates the Pacific Tug Standard Terms and Conditions. Together these two documents constitute the entire agreement between PT and the Supplier. Where there is any conflict between this Purchase Order and the Pacific Tug Standard Terms and Conditions this Purchase Order will prevail.
b. This Purchase Order supersedes all written quotations and/or estimates, communications, negotiations, arrangements and agreements either oral or written between PT and the Supplier with respect to the subject matter of this Purchase Order.
c. By accepting this Purchase Order it is understood that the Supplier agrees to the terms and conditions contained within.
d. Any changes or amendments to the terms and conditions in this Purchase Order must be agreed in writing.
14. Waiver and Severability
Unless waived in writing, all rights of PT hereunder shall remain in force notwithstanding any neglect, forbearance or delay in the enforcement thereof, and no waiver shall be deemed a waiver of any continuing recurring or other breach. If any provision of this Purchase Order is declared by a Court of competent jurisdiction to be invalid, illegal or unenforceable that provision shall be severed from the Purchase Order to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be effective by that declaration.
15. Governing Law
The terms and conditions in this Purchase Order are governed by and will be construed according to the laws applying in Queensland and each party submits to the non-exclusive jurisdiction of the courts of Queensland.