Trading Terms

Regional and Northern Maintenance Services Pty Ltd

(RANms)

Trading Terms

Definitions

• "Documents” means such correspondence and other documents (including but not limited to specifications and drawings) referred or annexed to the Purchase Order.
• “Goods” includes all goods, services where appropriate and the like.
• “Purchase Price” means the price for the Goods sold by the Supplier to the Purchaser under the Contract.
• “Purchaser” means the company issuing the Purchase Order.
• “Supplier” means the person, business or entity described in the Purchase Order or otherwise from whom the Goods have been ordered.
• “The Purchase Order” means the document provided by RANms to the Supplier called the ’order’, ‘original order’, ’purchase order’ or other document of similar style or type and all documents attached thereto. 

Contract

Unless otherwise expressly agreed to in writing by the parties, the ‘Contract’ encompasses the Purchase Order, all documents attached to or expressly incorporated by reference in the Purchase Order and these Terms & Conditions of Purchase.

The Purchase Order, when properly signed and bearing an order number, is the only form which will be recognised by the Purchaser as authority for charging Goods to its account and, subject to clause 22, supersedes all previous communications and negotiations.

No terms stated by the Supplier in making a quotation or accepting or acknowledging the Purchase Order which differ from the terms of the Purchase Order shall be binding upon the Purchaser or shall be deemed to be any part of the agreement between the Supplier and the Purchaser.

The Supplier may not assign the benefit of the Purchase Order without the Purchaser’s prior written consent. No waiver of a breach of any provision of the Purchase Order shall constitute a waiver of any other breach or of any other provision.

The Supplier shall not sub-let any work related to the Goods without prior consent, in writing, of the Purchaser. Such consent shall not be unreasonably withheld.

Firm Price

Unless specified otherwise in the Purchase Order, all prices/rates on the Purchaser order are:

a) Fixed and not subject to escalation.

b) Quoted in Australian Dollars (AUD$).

Payment

The purchaser’s standard payment terms are for the payment of an approved invoice 30 days from the end of the month in which the Goods are received and accepted provided that the invoice is available for processing at least 30 days prior to the payment being due.

Taxes

The Goods and Services Tax (GST) and all other taxes payable with respect to the supply of the Goods shall be the subject of the following conditions:

• Prices/rates shown on the Purchase Order for Goods that are subject to GST are net of GST.
• Any invoice provided to the Purchaser by the Supplier is to be a valid tax invoice for the purposes of the GST legislation.
• Where GST is payable in respect to the Purchase Order, notwithstanding any other conditions of supply, the Purchaser shall be under no obligation to pay the Supplier for the Goods until the Supplier has complied with clause 5 b).
• Any amount payable to the Supplier by the Purchaser which results from changes to the GST legislation or any other taxation reform shall, where the amount is an increase in the amount payable, is limited and proportionate to the change and where the amount decreases the amount payable, the decrease will be at least proportionate to the change.

Time & Delivery

Time shall be the essence of the Purchase Order and no extension or variation thereof shall operate as a waiver of this provision. The Supplier, at its expense, shall deliver the Goods on the date for delivery to the place for delivery. If so requested, the Supplier shall give the Purchaser reasonable advance notice of each delivery.

The Purchaser may direct the Supplier to change the date for delivery, delivery place or the mode of delivery. The Purchaser may direct in what order and at what time the various items or parts of the Goods shall be delivered.  

The Purchaser may direct the Supplier to give the Purchaser a delivery program within the time and in the form directed. The Supplier shall not, without reasonable cause, depart from a delivery program. 

The Purchaser may direct the Supplier to suspend supply or delivery of the whole or part of the Goods for such time as the Purchaser thinks fit, if the Purchaser, acting reasonably, is of the opinion that it is necessary. The Purchaser may direct that the whole or any part of the Goods be tested before acceptance.

Quality and Quantity

The quality and quantity of Goods delivered shall not differ from that specified in the Purchase Order unless agreed to in writing by the Purchaser.

Inspection and Testing

• The Purchaser has the right to inspect or test any Goods at any time.
• If during the term of the Purchase Order (including any warranty period referred to in clause 19) any of the Goods are found to be defective, or have not been performed to the satisfaction of the Purchaser and the Supplier fails to remedy the defect or failure and any direct or consequential damage within a reasonable period and to the satisfaction of the Purchaser, the Purchaser may:

i) return the Goods to the Supplier at the Supplier’s expense;

ii) remedy the defect or failure at the cost of the Supplier and treat the failure to remedy the defect as a default under clause 13.

• In the circumstances described in clause 8(b)(i), the Supplier must reimburse the Purchaser for any amounts paid to the Supplier pursuant to an Invoice or otherwise in respect of the returned Goods.
• Any inspection or test carried out pursuant to this clause does not relieve the Supplier from any of its responsibilities and obligations under the Purchase Order in relation to provision of the Goods.
• The exercise of the Purchaser’s rights set out in these clauses will be without prejudice to any other rights and remedies which the Purchaser may have in relation to the Goods

Data

The Supplier shall furnish all engineering and other data in accordance with the Purchase Order and within the time stated. Approval of engineering or other data by the Purchaser does not relieve the Supplier of its responsibilities.

Insurances

In addition to any insurance which the Supplier is by law obliged to effect, the Supplier shall procure and maintain at its own expense, with a reputable insurance company, such policies of insurance which the Purchaser may reasonably require having regard to the nature of Goods being supplied. In any event, the Supplier shall maintain relevant and prudent insurance cover for its liabilities covering all events that may cause loss of or damage to property or injury or death of a person in the supply of the Goods. Such insurance shall at least include Workers Compensation, Public Liability and Goods in Transit until delivered to the Purchaser. The Supplier shall ensure that every subcontractor it engages pursuant to the Purchase Order carries similar policies of insurance.

Licences

Unless otherwise specified in the Purchase Order the Supplier shall at its cost obtain all requisite licences, permits and authorities required in performance of the Purchase Order and shall comply with all applicable laws and regulations in relation to the Goods.

Patents, Trademarks and Copyrights

The Supplier warrants to the Purchaser and its successors in interest that the manufacture, sale or use of the Goods will not infringe or contribute to the infringement of any patents, trademarks, designs or copyrights. The Supplier shall indemnify and keep indemnified the Purchaser and its successors in title against any loss or damage (including legal fees and costs) arising from breach of this warranty or prevention or hindrance of use of the Goods.

Termination for Default 

In the event of a breach by the Supplier of any of the terms, conditions or warranties contained in the Purchase Order or the failure of the Supplier to remedy any default or if the Supplier becomes insolvent or a receiver of its business or assets is appointed, or makes any assignment or arrangement for the benefit of its creditors then in any one or more of such cases the Purchaser, without prejudice to any other rights it might have, may cancel any undelivered Goods and shall not be obliged to make any payment therefore or in respect of such cancellation.

Cancellation

Notwithstanding the terms of clause 13, the Purchaser, at its option, may cancel unshipped goods without default by the Purchaser or Supplier. If the Purchase Order covers any standard stock goods the Purchaser shall only be obliged to pay for goods shipped prior to the cancellation.

Transportation

All Goods shall be packed, marked and transported as specified in the Purchase Order, but if not specified then in a proper and suitable manner and in all cases in accordance with the proper requirements of the carriers. The Supplier shall be liable for any difference in freight charges arising from its failure to follow any transport instruction in the Purchase Order or properly describe the Goods transported.

Installation

The following conditions also apply where the Supplier, under the terms of the Purchase Order or to enable its performance, is required to be present or perform work on or near premises specified by the Purchaser.

• Defective or unsatisfactory work may be replaced by the Purchaser at the Supplier’s expense.
• The Supplier shall supply all labour, tools, equipment, materials and the like necessary to complete the work and to perform the Purchase Order.
• The Supplier shall not impede work in progress by Purchaser or third parties.
• The Supplier enters the premises on which the work is to be performed at its own risk and indemnifies and shall keep the Purchaser indemnified against any loss, damage, claims and liability arising out of or connected with performance of the Purchase Order or presence of the Supplier, its workmen, agents, sub-contractors and invitees on the said premises including claims against the Purchaser whether alleging negligence on the part of the Purchaser or otherwise.
• The Supplier, its workmen, agents, sub-contractors and invitees shall comply with all safety and other regulations applicable to the said premises and shall obey all instructions of the Purchaser, its manager, Supervisor or authorised officer.
• The Supplier performs all work under the Purchase Order as an independent contractor.
• The Supplier shall provide insurance cover in accordance with Clause 10.

Invoices

The Supplier’s invoice must be forwarded to one of the dedicated contacts set out below: 

Email: enquiries@ranms.com.au
Facsimile: (08) 8942 7299
GPO Box: 3850, Darwin, NT 0801

 Invoices must show the relevant Purchase Order number. Duty, excise or other government charges where allowed must be stated separately on the invoice. Invoices not complying shall be returned to the sender for correct submittal. Payment of moneys shall not be evidence that the subject Goods complies with the Purchase Order. Payment other than final payment shall be on account only.

Property in Goods

At the time of payment of or where part payment is made for the manufacture or supply of Goods, the title to and property therein or to the extent accepted by the Purchaser, passes from the Supplier to the Purchaser and shall be free of lien and encumbrance. The risk in Goods remains with Supplier until such Goods are accepted by the Purchaser and the Supplier shall take reasonable measures to protect the Goods from loss or damage occurring after delivery but before acceptance by the Purchaser.

Warranties

The Supplier warrants that the Goods shall

• conform with the requirements of the Purchase Order and Documents;
• be of good merchantable quality and fit for the known purpose for which it is supplied;
• be new (unless otherwise specified);
• be free from all liens and encumbrances and the Supplier has good marketable title thereto. 

These warranties are in addition to any other warranty specified in the Purchase Order or implied by law including, but not limited to, standard trade or manufacturers, Purchaser specified and supplier assigned warranties.

Defects Liability

In addition to all other rights for rectification of the work, a defects liability period of 12 months applies from the date of delivery or the date of installation of the Goods by the Supplier, whichever occurs last.

Confidentiality

Any engineering and other data furnished to the Supplier by the Purchaser is confidential and shall not be disclosed by the Supplier to any third person without prior written consent of the Purchaser. Unless otherwise provided in the Purchase Order all plans, drawings and specifications prepared or supplied by or on behalf of the Purchaser and any patterns made there-from shall be and remain the property of Purchaser and shall be used by the Supplier only in performance of the Purchase Order, and shall be returned to it by the Supplier on completion of the Purchase Order.

Precedence of Documents

Where the terms of the Purchase Order (including anything incorporated in the Purchase Order by reference) conflict with these Standard Conditions then the Purchase Order shall take precedence over and be construed as varying these Standard Conditions to the extent to which the conflict occurs.

Assignment & Subcontracting

The Supplier shall not assign or subcontract the work or any payment or any other right, benefit or interest without the Purchaser’s prior written consent.

Indemnity

The Supplier shall indemnify the Purchaser against:

• loss of or damage to the Purchaser’s property; and
• claims in respect of personal injury or death or loss of, or damage to, any other property, arising out of or as a consequence of the Supplier’s performance of the work.

Limit of Liability

The Purchaser’s liability under this Purchase Order does not exceed one (1) times the Purchase Price.

Law

The law of the State or Territory where the Purchaser’s business normally operates shall be the proper law of and govern the Purchase Order and the parties hereto accept and submit to the exclusive jurisdiction of that State or Territory, provided however, that the Purchaser may take such proceedings as it sees fit in the courts of any Country, State or Territory in which the Supplier is resident or the work is to be performed and the Supplier in such case accepts and submits to the jurisdiction of those Courts. The Supplier shall comply with all applicable laws, by-laws, ordinances, regulations, proclamations, orders and rules and with the lawful requirements of Public and other Authorities in any way related to the supply of the Goods.