Purchase Order Terms
Date: 12th February 2024
Review Date: 12 months from execution date above
Business: TechMedia Digital Systems Pty Limited (TechMedia)
Changes to this policy:
This policy may be amended or withdrawn by TechMedia at its’ discretion.
CONTRACT
1. The entire contract between TechMedia Digital Systems Pty Limited (TechMedia) and the (Supplier) (the Contract) comprises:
a. these Terms and Conditions; and
b. the description on the goods and/or services on the Purchase order to which these Terms and Conditions are attached; and
c. where there is another agreement between TechMedia and the Supplier in respect of the subject matter of the goods and/or services, that agreement (Associated Agreement).
2. Where there is an Associated Agreement, if there are discrepancies between the Associated Agreement and these Terms and Conditions, the Associated Agreement will prevail.
3. If the Supplier finds any discrepancy, error, or ambiguity in or between the documents comprising the Contract, it must inform TechMedia, and the parties agree to amend the Contract in writing to the extent required to resolve any such discrepancy, error, or ambiguity.
FUNDAMENTAL OBLIGATIONS
4. The Supplier must commence to carry out the provision of goods and services (the Work), or deliver the goods or materials:
a. on or before the date shown on the Purchase order; and
b. to the location described on the Purchase order.
5. TechMedia must pay the Supplier the amount set out in the Purchase Order as the "total cost" of the subject matter of the Purchase Order, plus any applicable GST, in the amount and at the times set out in the Purchase Order.
6. Following prior written notice to the Supplier, TechMedia may, either itself or by a third party, perform an obligation which the Supplier was obliged to perform under the Contract but which the Supplier failed to perform, and the costs, losses and damages suffered or incurred by TechMedia in doing so will be a debt due from the Supplier to TechMedia.
7. In the event the Supplier fails to perform any obligations under the Contract, and TechMedia, either itself or by a third party, performs those obligations, TechMedia will not be obliged to pay the Supplier any amount in the Purchase Order in connection with performing those obligations.
8. The Supplier must perform its obligations under this Contract in compliance with the principles set out in TechMedia's supplier code of conduct, as updated from time to time.
INDEMNITY
9. The Supplier shall indemnify TechMedia from and against all or any losses, damages, claims, actions, suits, proceedings, demands, costs, and expenses for which TechMedia is or may become liable arising out of the performance of the Contract, or any acts or omissions or negligence of the Supplier, its agent, licensee, employee, or representative in connection
with the Contract. The Supplier's indemnity will exclude any liability to the extent caused or contributed to by TechMedia's negligence or breach of this Contract.
INSURANCE
10. The Supplier will, at the Supplier's expense, effect and keep current, with an Australian Prudential Regulatory Authority approved insurer with a Standard and Poor’s credit rating of not less than A minus, or equivalent rating from another recognised insurance agency, a policy covering product and public risk which will:
a. In respect of public liability, be in the name of the Supplier and provide for a minimum cover of twenty million dollars ($20,000,000) for each occurrence, claim or event and unlimited in the annual aggregate;
b. In respect of product liability, be in the name of the Supplier and provide for a minimum cover of twenty million dollars ($20,000,000) for each occurrence, claim or event and limited in the annual aggregate;
c. Extend to cover any liability in respect of accidents or claims arising out of or in the course of or caused by the provision of the Contract by the Supplier and which results in death
d. or bodily injury (including illness) to any person or damage to any property or as a result of an act or omission of the Supplier, its agent, licensee, employee or representative.
11. The Supplier will, at the Supplier's expense, effect and keep current Workers Compensation Insurance to the full extent of the Supplier's liability under all applicable Workers Compensation Legislation and at common law, and the Supplier must procure that their subcontractors arrange equivalent insurance.
12. If the Supplier is required to provide consultancy services under the Contract, the Supplier will, at the Supplier's expense, effect and keep current with an Australian Prudential Regulatory Authority approved insurer with a Standard and Poors credit rating of not less than A minus, or equivalent rating from another recognised insurance agency, a professional indemnity insurance policy from the date of the Contract until six years after the Supplier has completed the Work:
a. covering liability however arising in connection with performing the Work and performing the Supplier's other obligations under the Contract;
b. with a limit of liability of an amount not less than $1 million; and
c. with provision of one automatic reinstatement of the amount of that cover specifically and exclusively for the liabilities described in clause (a).
13. The Supplier must on reasonable request by TechMedia promptly provide TechMedia with the copies of the insurance policies (or in the case of any professional indemnity insurance, a certificate of currency) referred to in 4.1 to 4.3.
14. The Supplier must advise TechMedia if an event occurs which gives rise to or may give rise to an insurance claim by the Supplier in connection with the Contract or the subject matter of the Contract.
PRIVACY AND MODERN SLAVERY OBLIGATIONS
15. The Supplier will at all times comply with all requirements of the Privacy Act 1988 (Cth) (Privacy Act) in performing the Contract and carrying out the Work and dealing with any personal information provided in connection with the Contract, even if it is not otherwise obliged to comply with the Privacy Act.
16. The Supplier will at all times only use the personal information provided in connection with the Contract for the purposes contemplated by the Contract or as otherwise directed by TechMedia from time to time, and will take all steps which are reasonable in the circumstances to protect any personal information held by it in connection with the Contract from misuse, interference or loss, and from unauthorised access, modification or disclosure, and ensure that it is otherwise treated in accordance with any reasonable data protection policies notified to it by TechMedia from time to time.
17. The Supplier will not transfer any personal information provided in connection with the Contract to a country or territory outside of Australia, without TechMedia's prior written consent.
18. The Supplier must immediately notify TechMedia if it becomes aware of a breach of the Privacy Act in connection the Contract and provide TechMedia will all reasonable assistance in connection with any investigation into any suspected, actual or alleged breach of the Privacy Act or these obligations.
19. The Supplier must:
a. implement and maintain adequate systems and policies to identify, assess and address any risks of modern slavery in any part of its business, or in its supply chain;
b. immediately notify TechMedia if it becomes aware of any actual or suspected instances of modern slavery in any part of its business, or in its supply chain; and
c. otherwise take all reasonable steps to ensure there are no instances of modern slavery in any part of its business, or in its supply chain.
20. For the purposes of this clause 5.5, the term 'modern slavery' has the meaning given to it in the Modern Slavery Act 2018 (Cth).
ENVIRONMENT, HEALTH, AND SAFETY (EH&S)
21. REQUIREMENTS FOR CARRYING OUT THE WORK (This clause only applies where Work is being conducted onsite at a TechMedia and/or clients Location)
22. The Supplier must at all times coordinate the Work with TechMedia and any other persons to the extent necessary to ensure compliance with all applicable regulatory or other authority requirements and must undertake all necessary or desirable precautions for the protection of the environment and the safety of all persons at the workplace and within the TechMedia location and environs.
23. Without limiting the Supplier's obligations in clause 6.1 above, the Supplier confirms that it will, prior to commencing the Work:
a. establish and implement in consultation with the Supplier's employees, EH&S procedures, which must include as a minimum,
b. measures to address workplace and work process EH&S hazard identification and assessment, the development of risk elimination and/or control measures and first aid/emergency measures, specifically developed for the carrying out of the Work;
c. ensure that all persons engaged in carrying out the Work have been suitably trained in the Supplier's EH&S procedures, all plant and equipment, chemicals and substances and the requirements of the relevant authorities and are competently supervised;
d. ensure all persons engaged in carrying out the Work have undertaken all training and induction courses required including any relevant TechMedia and / or Centre-specific induction training course prior to commencing the Work;
e. ensure persons not under the Supplier's control are not exposed to hazards arising from the Supplier's work;
f. be responsible for and coordinate the Work, to ensure no persons are exposed to EH&S risks, at all times until the Work is completed;
g. obtain any permits required by law or by prudent business practice or otherwise requested by TechMedia, and carry out the Work in accordance with all such permits;
h. ensure that all plant and equipment, chemicals and substances (used at the workplace) meets all manufacturers and legislative standards for safe use; and
i. in addition to 5.2 (a) prepare or ensure documented task and location specific EH&S procedures are prepared for all high risk work, this includes work involving;
i. structural alterations that require temporary support; or
ii. work at a height from which a person or materials may fall 2 metres or more; or
iii. work in or around excavation to a depth of 1.5 metres or more; or
iv. building maintenance or construction work near traffic or mobile plant; or
v. work in or around gas or electrical installations; or
vi. work within communication transmitting and receiving device exclusion areas; or
vii. other work deemed to be high risk work.
24. Unless otherwise agreed in writing by the parties, the Supplier is, and acknowledges and agrees that the Supplier is, appointed principal contractor for any Construction Work (as defined in applicable Health & Safety Legislation) associated with the Work.
25. The Supplier shall display, at the location of any Construction Work, Signs on which the name and contact telephone numbers of the Supplier are clearly visible.
26. The Supplier must ensure all incidents / accidents that are required to be notified to the authorities are reported to the authorities and to TechMedia immediately.
27. The Supplier must ensure that their EH&S Procedures are relevant at all times to all work actually being performed.
28. TechMedia does not adopt the Supplier's EH&S procedures or work methods and does not certify that the Supplier's EH&S procedures or work methods are appropriate. TechMedia relies at all times on the Supplier's expertise to ensure that the Supplier's EH&S Procedures and work methods are safe and without risk.
29. Appropriate documentation describing how the Supplier will comply with this clause 6 "Environment, Health and Safety (EH&S) Requirements for carrying out of the work" must be made promptly available to TechMedia upon TechMedia's reasonable request.
WARRANTY
30. The Supplier warrants to TechMedia that:
a. the goods, plant, equipment, work and/or services correspond to the description in the Contract and conform to all relevant and agreed specifications, drawings, samples and/or descriptions in it;
b. the goods, plant, equipment, work and/or services are fit and sufficient for the purpose for which they are intended;
c. the goods, plant, equipment, works and/or services are of the quality specified or, if no quality is specified, in the case of goods, new and of good merchantable quality, and in the case of services, are performed with due care, skill and diligence, and to the standard acceptable amongst members of the trade, industry or profession relevant to the services;
d. the work and/or the services are carried out in accordance with TechMedia's reasonable directions and to the reasonable satisfaction of TechMedia, and carried out by suitably skilled, qualified and licensed personnel;
e. the goods, plant, work and/or equipment are free of all defects and will operate satisfactorily and reliably under reasonable conditions;
f. the goods, plant, work and/or equipment are free of all liens and encumbrances and the Supplier has good title to them; and
g. the goods, plant, equipment, work and/or services strictly comply with all relevant laws (including Workplace Health and Safety laws), regulations, standards (including Australian Standards) and codes.
LAW
31. The Contract shall be construed according to the laws of the State in which the Work is completed, and the parties accept the jurisdiction of Courts exercising jurisdiction in that State.
CONFIDENTIALITY
32. The Work and the Contract must be treated as confidential and must not be disclosed to any person or used for advertisement, display, or publication without the prior written consent of TechMedia.
NON-WAIVER
33. Remedies of TechMedia under this Contract are without prejudice to remedies at common law or under statute.
34. No waiver by either party of a breach of this Contract constitutes a waiver for any subsequent or continuing breach by that party.
INTELLECTUAL PROPERTY RIGHTS
35. The Supplier warrants that it has all intellectual property rights in the goods necessary to carry out its work or services in accordance with the Contract.
36. All intellectual property rights brought into existence by the Supplier in connection with the goods, work or services are assigned to TechMedia upon it being brought into existence.
37. The Supplier unconditionally and irrevocably consents (and warrants that it will procure such consents from its employees, agents, subcontractors, and contractors) to waive its moral rights in (or in connection with) the goods, work, or services.