Terms and Conditions of Purchase

TERMS AND CONDITIONS OF PURCHASE

The following terms and conditions (“the terms”) apply to the purchase and/or delivery of the goods (“the Goods”) between Ngardimu Pty Ltd ABN 43 668 077 030,  (“Ngardimu”) and the supplier of the Goods (“the Supplier) as set out on the attached ticket.

• RISK AND TITLE: Upon Ngardimu taking possession of the Goods, title to and risk in the Goods will pass to Ngardimu.
• PURCHASE PRICE: The purchase price for the Goods will be as agreed between the parties and in the absence of any such agreement, will be the market price for the Goods as determined by Ngardimu at its sole discretion, acting reasonably.
• CONDITION OF GOODS: The Supplier warrants that the Goods are of acceptable quality, free from defects, fit for purpose, contain no hazardous or prohibited material and are in accordance with any specifications agreed to between Ngardimu and the Supplier. The Supplier further warrants that the Goods are free from any security interests (as that term defined in the Personal Property Securities Act 2009 (Cwth).
• PAYMENT TERMS: Subject to clause 5 below or as otherwise addressed in a specific supply agreement between Ngardimu and Supplier, where the Supplier elects to invoice Ngardimu for the Goods supplied, Ngardimu will make payment within 28 days from the date Ngardimu receives a valid tax invoice from the Supplier with respect to the Goods supplied to Ngardimu. The Supplier acknowledges and agrees that it is the Supplier’s obligation to issue a valid tax invoice to Ngardimu and that invoices must be submitted promptly by the Supplier after delivery of the Goods.
• Where a valid Recipient Created Tax Invoice (“RCTI”) agreement exists between the parties, and the Supplier elects for Ngardimu to issue an RCTI for the Goods supplied to Ngardimu, Ngardimu will issue the RCTI and make payment within 28 days from the date Ngardimu receives the Goods from the Supplier.
• In all other cases, payment will be made by Ngardimu within 28 days of presentation by the Supplier of proof of delivery of the Goods to Ngardimu.
• Where an amount is payable by the Supplier to Ngardimu, payment of that amount will be made by the Supplier to Ngardimu within 7 days of delivery of the Goods to Ngardimu, unless otherwise agreed by Ngardimu in writing.
• OBLIGATION TO PROVIDE INVOICE AND SUPPORTING DOCUMENTS: Where the Supplier is required to issue a tax invoice or provide proof of delivery to Ngardimu for payment and the Supplier fails to do so within 12 months of the date of delivery, the Supplier acknowledges and agrees the following:(a) Ngardimu is under no obligation to accept the tax invoice for the Goods or part thereof;(b) Ngardimu is under no obligation to make payment for the supply of the Goods or part thereof; and(c) any payment made by Ngardimu will be at its sole discretion, acting reasonably.The Supplier acknowledges and agrees that the terms and conditions of payment as set out in clauses 4, 5, 6 and 7 are reasonable and necessary for the protection of the legitimate interests of Ngardimu and do not constitute a penalty.
• INSPECTION: Upon delivery, Ngardimu will have the right to inspect the Goods. If Ngardimu determines, acting reasonably, that the Goods have not been supplied in accordance with these terms, or as agreed between the parties, then Ngardimu may give notice to the Supplier that it has rejected the Goods and the Supplier must immediately, at its cost, arrange for the collection of the Goods.
• INDEMNITY: The Supplier indemnifies Ngardimu against any liability, loss, cost or damage suffered or incurred by Ngardimu as a result of the Supplier’s failure to adhere to these terms and any other agreement in relation to the supply of the Goods.
• HUMAN RIGHTS AND WORKING CONDITIONS: The Supplier acknowledges and agrees that in the production or supply of any products or services to Ngardimu the Supplier will not use child labour and / or forced or involuntary labour.
• MICELLANEOUS: These terms may be varied by Ngardimu on reasonable notice.These terms are governed by the laws of the state or territory where the contract for the supply of the Goods between the Supplier and Ngardimu is formed, and the Supplier irrevocably submits to the nonexclusive jurisdiction of the courts of that state or territory.The failure of Ngardimu to enforce any of the terms of any time or for any period of the time does not affect its rights to later enforce the same.Any provision of these terms which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability and may be severed from the terms. This will not invalidate the balance of the terms nor affect the validity or enforceability of the provision in any other jurisdiction.