All purchase orders issued by Built are subject to the terms and conditions as listed below.
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Terms and Conditions of Purchase Order
1) The term ‘Built’ as used herein refers to Built Pty Ltd (ACN 083 928 045) and Obayashi Corporation (ACN 002 932 756) Trading as the Built Obayashi Joint Venture (ABN 66 411 743 576) and the term “Supplier”(incorporated or not) means the person, firm or company (incorporated or not) from whom the goods described on the Purchase Order have been ordered.
2) The Supplier shall supply and deliver all goods specified on this Purchase Order for the amount stated within the time period nominated (‘Delivery Date’), unless varied by Built. Variation in time shall not form the basis of a claim for extra costs and shall not vitiate this Purchase Order.
3) The Supplier except insofar as this Purchase Order may expressly state to the contrary shall provide at his own cost and expense all labour materials, tools, implements, plant, and everything necessary for the proper performance of this Purchase Order. Goods shall be in strict accordance with the terms, conditions and documents stated on this Purchase Order and shall be to the satisfaction of Built and the requirements of applicable laws, regulations, codes and the relevant authorities and Australian Standards.
4) All Goods supplied must be accompanied by a delivery docket listing the goods in sufficient detail to enable checking to take place at the time of delivery. No responsibility will be accepted by Built for any goods unless delivery dockets have been signed by an accredited representative of Built. The signing of the delivery docket in no way infers that Built has accepted the quality or quantity of the goods.
5) All goods shall be delivered “cartage paid” to the address stated and until the delivery is accepted by an accredited representative of Built all risks shall be deemed to be the Supplier’s. Built shall have full power from time to time for directing the order and point of time in which the goods shall be delivered.
6) The Supplier warrants that the goods supplied under the terms of this Purchase Order are:
(i) free and clear of all charges, liens and encumbrances whatsoever and that the Supplier has a good and marketable title to same and that no patent, trademark or copyright is infringed; and
(ii) free from defects in material and workmanship and of a merchantable quality.
7) Built shall have a right of access to the premises of the Supplier or its agents or Subcontractors for the purposes of inspecting and testing the goods being supplied or works carried out under the terms of this Purchase Order.
8) It is the responsibility of the Supplier to check with an accredited representative of Built for variations to this Purchase Order before the earlier of any manufacture or delivery commences.
9) Variations (whether in respect to quantity, type, extent, time or otherwise) may be ordered at any time by Built, in its absolute discretion, and any such variation shall not vitiate this Purchase Order. The Value thereof shall be added or deducted from the Purchase Order amount. All variations are subject to the terms and conditions of this Purchase Order. Claims for extra costs for variations to this Purchase Order will not be recognized unless authorised by Built in writing prior to goods being obtained and/or manufactured.
10) It is expressly agreed that the Supplier shall be liable for all Sales tax charges, if applicable.
11) The Supplier shall furnish for approval all samples as directed by Built. The goods shall be in accordance with the approved samples.
12) All goods covered by this Purchase Order whether paid for or not, shall be subject to inspection by Built after delivery and if such goods or any of them do not conform to the requirements of this Purchase Order, Built in addition to all other rights and remedies, may reject any of the goods, retaining the balance and sue for damages. Built shall notify the Supplier of any rejections, and the goods so rejected will be at the Supplier’s risk.
The Supplier must, for so long as any obligations remain under this Purchase Order, effect and maintain appropriate insurance policies. The Supplier must provide Built with proof of insurances upon request.
13) If the Supplier:
(i) fails to perform in a manner strictly in accordance with this Purchase Order, or
(ii) neglects or omits properly to carry out any instructions of Built with respect to this Purchase Order, or
(iii) has failed to deliver the goods or any part thereof at the times specified in this Purchase Order for such completion or at the expiration of any extension which may be granted or
(iv) makes default or is in default under any of the provisions of this Purchase Order (including but not limited to insolvency), or intimates that he is unable or unwilling to deliver the goods, or
(v) becomes insolvent or bankrupt or makes an assignment of his estate for the benefit of his creditors or makes an arrangement or composition with his creditors or being a company prior to or if it shall go into liquidation whether voluntary or compulsory or
(vi) refuses to comply with a notice in writing from Built requiring him to remove defective goods, or
(vii) is given notice in writing by Built specifying any default complained of by Built either committed or omitted and does not completely remedy such default to the satisfaction of Built within seven (7) days of such notice, or
(viii) assigns, sublets or attempts to assign or sublet all or part of this Purchase Order without the prior written approval of Built, then in such event Built may in its absolute discretion forthwith cancel this Purchase Order either in whole or in part and may employ other Suppliers to deliver the goods or take such action as it in its absolute discretion may deem necessary to obtain the goods and no action taken by Built under the provisions of this condition shall operate to the prejudice of the right of Built to retain moneys payable by way of damages or otherwise howsoever arising or prevent Built from exercising any other remedy or right that it may have against the Supplier.
Waiver by Built of any specific default or defaults by the Supplier or failure by Built to cancel this Purchase Order or any part thereof when right of cancellation arises shall not constitute a waiver by Built under any terms and conditions of this Purchase Order arising through any further or subsequent default by the Supplier whether giving rise to a right of cancellation or a claim for damages.
Notwithstanding anything herein contained and in addition to the rights of cancellation herein provided by reason of the Suppliers default, Built may determine this Purchase Order at any time by notice in writing to the Supplier and upon such notice being given this Purchase Order shall be deemed at an end and neither party shall have any claim, right or demand against the other party herein, provided always that Built shall pay to the Supplier:
(a) the Purchase Order value of the goods completed at the date of such determination and delivered to Built;
(b) the Purchase Order value of the goods begun and executed but not completed at the date of such determination;
(c) the cost of materials or goods properly ordered for the works of which the Supplier shall have paid or of which the Supplier is legally bound to accept delivery and on such payment by Built any goods so paid for shall become the property of Built.
14) Unless this Purchase Order expressly states to the contrary, the Purchase Order amount (or rates) is on a firm price basis and shall not be varied due to any provisions for rise or fall in cost of labour and/or materials for the duration of the project and in particular any extension of time shall not constitute the grounds for a claim for any increased costs whatsoever.
15) The Supplier agrees that the terms and conditions of this Purchase Order (together with any special conditions agreed to in writing by the parties) can only be rescinded or altered in writing by Built and contain the whole of the terms on which the goods are ordered and the Supplier acknowledges that such terms and conditions constitute the entire agreement between parties and shall supersede all previous communications either oral or written and that any such previous communications are hereby abrogated and withdrawn. In the event of any conflict between any agreed special conditions and these terms and conditions the special conditions shall prevail.
16) In accepting this Purchase Order, acceptance may be expressed or implied in writing, oral, part delivery or otherwise, the Supplier acknowledges that he agrees to all the terms and conditions contained herein and that any additional terms and conditions contained in his acceptance or confirmation of this Purchase Order on his delivery docket or otherwise do not apply to this Purchase Order.
17) The Supplier warrants that:
(i) the seller is and will remain registered under the A NEW TAX SYSTEM (GOODS AND SERVICES TAX) ACT 1999 (“the GST Act”);
(ii) each supply made by the seller under this Purchase Order is a taxable supply;
(ii) the Supplier will issue tax invoices in accordance with the GST Act.
For the purposes of this clause ‘seller’ means the Supplier.