What a difference away makes

What a difference away makes

Standard Purchase Terms & Conditions

1. PROVISION OF GOODS OR SERVICES

1.1. In consideration of payment of the Price by the Company, the Supplier will supply the Goods and/or provide the Services in accordance with the terms and conditions set out in these Standard Terms and the prescribed terms of any Purchase Order.

1.2. If the Supplier is party to another agreement with the Company which is applicable to the Goods and/or Services specified in a Purchase Order (“Master Agreement”) and the Supplier has been issued an Agreement Number, then the supply for those Goods and/or Services will be subject to the terms of that Master Agreement and these Standard Terms, but the terms of the Master Agreement will prevail to the extent of any inconsistency. If the Supplier does not have an Agreement Number, then only these Standard Terms will apply.

1.3. To the extent that the Supplier’s terms and conditions are supplied with the Goods and/or Services (including as printed on consignment notes or any other documents), those terms and conditions are expressly rejected, will be of no binding legal effect and will not constitute part of these Standard Terms or any terms of the prescribed Purchase Order. This is regardless of when the Supplier supplied its terms and conditions.

1.4. The Supplier must in providing the Goods or Services:

(a) comply with, and ensure that the Supplier’s Representatives comply with,

(b) all Legal Requirements, including those relating to the creation and maintenance of a safe working environment, and ensure that the Goods are manufactured, and Services are performed in accordance with all generally accepted applicable industry standards and practices in Australia,

(c) all NRMA Group Policies and Procedures, to the extent that they are applicable to the Goods or Services supplied by the Supplier;

(d) provide Services to the Company within the timeframes specified in a Purchase Order (time being of the essence); and

(e) provide the Company free of charge with all working drawings, documentation, operating instructions, plans, specifications, and information reasonably necessary to enable the Company to use the Goods or Services for their intended purpose.

2. DELIVERY OF GOODS

2.1. Subject to clause 2.2, the Supplier must deliver the Goods to the Delivery Address on the Delivery Date and the Supplier must:

(a) ensure that the delivery of the Goods at the Delivery Address causes as little disruption as possible to the business activities of the Company; and

(b) ensure that its Representatives delivering the Goods to the Company comply with the Supplier’s obligations under these Standard Terms, including any security and access procedures advised by the Company from time to time.

2.2. The Company may by written notice to the Supplier at any time prior to the Delivery Date:

(a) vary the Delivery Date; and/or

(b) vary the Delivery Address to which the Goods are to be delivered, and the Supplier must comply with such written notice(s).

2.3 The Supplier acknowledges and agrees that in respect of delivery of the Goods and the Deliverables, time is of the essence.

3. COMPLETION DATE

3.1. The Supplier must provide the Services within the timeframe specified in a Purchase Order (“Completion Date”), time is of the essence.

4. TITLE AND RISK

4.1. Risk in the Goods passes when the Supplier has delivered the Goods to the Delivery Address and the Company has accepted delivery of the Goods.

4.2. Title in the Goods passes from the Supplier to the Company on payment of the Price.

5. INSURANCE

5.1. Without limiting the Supplier’s obligations under clause 4, the Supplier must take out and maintain insurance for the full value of the Goods during transit and up until and including the time at which risk in the Goods passes to the Company in accordance with this clause.

5.2. While undertaking the Services and for a period of 12 months after undertaking the Services, the Supplier must affect and maintain with a reputable insurer:

(a) public/product liability policy of insurance appropriate to the Supplier’s activities of at least $20 million for any one occurrence, and in the aggregate in respect of products for any one period of insurance, in respect of any liability for bodily injury (including death) of any person, personal injury, or property damage arising out of or in connection with the performance of the Services.
(b) professional indemnity insurance of at least $5 million in respect of any one claim, for liability arising from breach of professional duty whether in contract or otherwise by reason of any act, error or omission by the Supplier during the performance of the Services under this Agreement.

6. PRICE AND PAYMENTS

6.1. In this clause, the terms “Adjustment”, “Adjustment Note”, “GST”, “GST Law” and “Tax Invoice” have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 and any related legislation.

6.2. In consideration of the Supplier providing the Goods and/or Services the Company will pay the Price.

6.3. The Price is inclusive of all costs incurred by the Supplier in the supply of the Goods and/or performance of the Services including all charges for packing, insurance and delivery of the Goods and the cost of any items used or supplied in the performance of the Services.

6.4 NRMA Parks and Resorts may agree to vary the prices payable for the Deliverables provided the Supplier gives NRMA Parks and Resorts not less than one (1) month’s prior written notice of any requested variation HOWEVER, NRMA Parks and Resorts is at no time obliged to consider or accept such request or any retrospective claims. Any variation to the prices, if agreed by NRMA Parks and Resorts in writing, will only become effective one (1) month after receipt of the Supplier’s notice.
6.5 Payment of the Price is subject to receipt of a correctly rendered and valid Tax Invoice. The Tax Invoice must comply with the requirements of the GST Law (as a Tax Invoice) and must specify:

(a) the Supplier’s name;

(b) the Supplier’s Australian Business Number where applicable;

(c) the Price for supply of the Goods/Services (as applicable);

(d) the Purchase Order Number;

(e) a detailed description of the delivered Goods or performed Services and Deliverables (if any) to which the invoice relates and the relevant quantity;

(f) the Supplier’s address for payment; and

(g) details of the amount of any GST paid or payable by the Supplier in respect of the amounts claimed in the Tax Invoice.

6.6 The Supplier will issue an invoice to the Company for the Goods and/or Services supplied to the Company and subject to clauses 6.5 and 6.7, the Company will pay the invoice within thirty (30) days of receipt.

6.7 If the Company disputes an invoice, the Company will notify the Supplier of the amount in dispute and the reason for dispute within 14 days of receipt of the invoice. Any amounts which are not in dispute will be paid in accordance with this clause, and the parties will use all reasonable endeavours to resolve the dispute.

6.8 The Price and any other charges payable by the Company under this Agreement are wholly exclusive of and are in addition to any liability for GST arising under any GST law, unless they are expressly stated in this Agreement to be inclusive of GST.

6.9 The Supplier must give to the Company an Adjustment Note within seven (7) days of becoming aware of any Adjustments, or otherwise as required by the Company.

6.10 The Supplier will provide the Company with its Australian Business Number relevant for the provision of the Goods, failing which the Company may withhold and remit to the Australian Taxation Office such amounts as are required to be withheld by the Company under any laws.

7 DEFECTIVE GOODS OR SERVICES

7.1 If Goods fail to meet the Specification the Company may reject any consignment of Goods within one (1) month from the Delivery Date.

7.2 If there are found to be any Defects in the Goods or Services (“Defective Goods” or “Defective Services”, as the case may be) during the Defects Warranty Period, then the Company may at its election:

(a) accept and retain the Goods at a reduced price to be agreed with the Supplier;

(b) return the Defective Goods to the Supplier;

(c) require the Supplier to repair or rectify the Defective Goods;

(d) require the Supplier to re-perform or make good the Defective Services; and/or

(e) reject the Defective Goods or Services.

7.3 The Supplier must:

(a) repair or replace the Defective Goods;
(b) re-perform or rectify the Defective Services;

(c) reimburse the Company for any expenses the Company incurs in repairing, re- performing, retaining, or rectifying (as the case may be) any Defective Goods or Services at the Supplier’s cost, if requested to do so by the Company.

8 COMPLIANCE TO NRMA SUPPLIER ENGAGEMENT PRINCIPLES

The supplier must comply in full to the NRMA Supplier Engagement Principles shown in section 12 of this document paying particular attention to the Fair Work Act of 2009 and the Modern Slavery Act of 2018.

9 INTELLECTUAL PROPERTY AND CONFIDENTIALITY

9.1 The Supplier agrees that any Intellectual Property Rights in the Goods and/or Services which are developed under this Agreement, vest in the Company on creation.

9.2 The Recipient:

(a) must keep the Confidential Information confidential;
(b) may use the Confidential Information but only to give effect to this Agreement or the Program;
(c) may disclose the Confidential Information to enable it to perform its obligations under this Agreement but only to its Personnel to the extent that they have a need to know;
(d) must not copy the Confidential Information or any part of it other than as strictly necessary for the purposes of this Agreement or the Program and must mark if required by the Disclosing Party any such copy ‘Confidential
Information’;
(e) must implement security practices against any unauthorised copying, use, disclosure (whether that disclosure is oral, in writing or in any other form), access, damage or destruction;
(f) must immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised copying, use or disclosure in any form; and
(g) must comply with any reasonable direction of the Disclosing Party in relation to the Confidential Information.
(h) After the Term, or earlier on reasonable request by the Disclosing Party, the Recipient must promptly return to the Disclosing Party or, at the option of the Disclosing Party, destroy any or all copies of Confidential Information, in which case any right to use, copy and disclose that Confidential Information ceases.

10 TRANSPORTATION AND PACKING
The Supplier shall pack the Deliverables in accordance with any requirements specified in the Purchase Order and, if none are specified, then in a manner suitable for transportation and which shall ensure their safe delivery undamaged to the delivery address set out in the Purchase Order. Where the Deliverables comprise food and/or beverage products then same must be packaged and delivered in accordance with the requirements set out in Attachment 1.

11 DEFINITIONS

Agreement means these Standard Terms, and any terms prescribed in a Purchase Order.

Agreement Number means a number issued by the Company to the Supplier once the parties enter into a Master Agreement.

Business Day means a day which is not a Saturday, Sunday, or public holiday in New South Wales.

Company means the company within the NRMA Group that has requested the Goods and/or Services from the Supplier.

Confidential Information means all information learnt or accessed by a Party, or that is disclosed (whether orally, in writing or in any other form) by one Party (the Disclosing Party) to the other Party (the Recipient), in connection with this Agreement, including all copies, notes and records and all related information based on or arising out of any such disclosure which is not, with the exception of Personal Information:

a) in the public domain (otherwise than as a result of a breach of this Agreement);
b) independently developed or known by the Recipient; or
c) obtained by the Recipient from a third-party source that is entitled to have the information.

Defect means, in the Company’s reasonable opinion, any failure of the Goods to meet any of the requirements for those Goods as described in this agreement, including any Specifications.

Defects Warranty Period means the defects warranty period set out in a Purchase Order.

Deliverables means the Items to be supplied to the Company by the Supplier on the terms of this Agreement as an output of the provision of Services. Deliverables for a Services engagement will be specified in that Purchase Order.

Delivery Address means the location to which the Goods are to be delivered and/or Services are to be performed as set out in a Purchase Order.

Delivery Date is the date of delivery for Goods in relation to a specific Purchase Order as specified in that Purchase Order.

Disclosing Party has the meaning set out in the definition of Confidential Information.

Goods mean the goods to be supplied by the Supplier under these Standard Terms, as further described in a Purchase Order.

Intellectual Property Rights means all intellectual property rights in Australia and throughout the world, including patents, copyright, rights in circuit layouts, registered designs, trade or service marks, trade, business or company names, indication of source or appellation of origin, and any right to have confidential information kept confidential;

a) any application or right to apply for registration of, or assert or waive, any of the rights referred to in paragraph (a); and
b) trade secrets, ideas, concepts, materials, know-how and techniques.

Item Description means the Goods and/or Services to be supplied.

Legal Requirement means any law, regulation, order, principal of common law or treaty, code of practice or guideline in force in Australia including Privacy Laws.

Master Agreement has the meaning given to it in clause 1.2.

NRMA Group means National Roads and Motorists’ Association Limited and its Related Bodies Corporate and includes, but is not limited to, Kingmill Pty Limited T/As Thrifty Car Rental, NRMA Tourism & Leisure Pty Ltd, NRMA Travel Pty Ltd and MotorServe Pty Ltd.

Price means the fee payable by the Company for Goods and Services as set out in a Purchase Order and which is calculated in accordance with the Pricing Schedule.

Pricing Schedule means the schedule of prices provided by the Supplier to the Company.

Privacy Law means:

a) the Privacy Act 1988 (Cth);
b) the Spam Act 2003 (Cth); and
c) any other statute, resolution or law in Australia or international law which relates to the protection of personal information and which the NRMA Group or the Supplier must observe.

Purchase Order means an order for Goods and/or Services as approved by the Company.

Related Bodies Corporate has the same meaning as under the Corporations Act 2001 (Cth).

Representative means an employee, contractor or agent of Supplier, who assists the Supplier in the delivery of the Goods and/or provision of the Services.

Services means the services to be provided by the Supplier under this Agreement as generally described in a Purchase Order and includes the Deliverables.

Specification means the specifications for the Goods set out in a Purchase Order.

Standard Terms means these standard terms.

Supplier means the person supplying the Goods and/or Services as set out in the Purchase Order.

12 SUPPLIER ENGAGEMENT PRINCIPLES

12.1 Introduction
For over 90 years, NRMA has been a voice for our members on things that are important: whether it is speaking out for Motorists, helping in the Community or supporting a greener future.
We have always set high standards for the way we conduct business. We expect the same commitment from our suppliers. This is why we have established the NRMA Supplier Engagement Principles. These principles speak to the commitments we make to our members. They establish the standards required for conducting business with NRMA.
We will consider these principles in our selection of suppliers and will actively work with our suppliers to ensure compliance with these principles across the Supply Chain.

12.2 Compliance to Federal Acts
NRMA Suppliers must comply to all federal Acts with specific and precise detail to those listed below:
• Modern Slavery Act 2018
• Fair Work Act 2009

12.3 Human rights
NRMA Suppliers shall respect internationally proclaimed human rights and shall avoid being complicit in human rights abuses of any kind. NRMA Suppliers shall respect the personal dignity, privacy and rights of each individual.

12.4 Forced Labour
NRMA Suppliers shall not use forced or involuntary labour, including, but not limited to, bonded or debt. The Supplier shall ensure that the work relationship between the Worker and the Supplier is freely chosen and free from threats.
The Supplier shall ensure that all Workers shall be free to leave their employment/work after giving reasonable notice. Workers shall not be required to lodge deposits of money, identity papers or similar in order to obtain or keep their employment/work.

12.5 Child Labour
NRMA Suppliers will not use child labour. The term “child” refers to any person employed under the age of 15), or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest.
The Supplier shall ensure that persons under the age of 15 do not perform any hazardous work. In these Principles ‘hazardous work’ means work which exposes children to physical, psychological or sexual abuse; work at dangerous heights, in confined spaces; work with dangerous machinery, equipment and tools, or which involves the handling or transport of heavy loads; exposure to hazardous substances, agents or processes, temperatures, noise levels or vibrations; particularly difficult conditions such as work for long hours or at night or where the child is unreasonably confined to the premises of the Supplier.
NRMA supports the use of legitimate workplace apprenticeship programs which comply with all laws and regulations applicable to such apprenticeship programs.

12.6 Wages and Benefits
NRMA Suppliers shall provide remuneration that complies with any national legal standard of minimum wage. The basis on which Workers are paid is to be clearly conveyed to them in a timely manner.
The Supplier shall ensure all Workers are provided with written agreements of employment setting out employment conditions in a language understandable to the Worker.

12.7 Working Hours
NRMA Suppliers shall ensure that working hours are not excessive and comply with applicable local laws. The Supplier shall respect the individual Worker’s need for recovery and secure that all Workers have the right to adequate leave from work with pay.

12.8 Non-discrimination
NRMA Suppliers shall prohibit direct or indirect negative discrimination in hiring and employment practices on grounds of race, colour, religion, political or other opinion, age, national or social origin, sexual orientation, gender, marital status, pregnancy, or disability, and shall promote equality of opportunity or treatment in employment and occupation.

12.9 Respect and Dignity
NRMA Suppliers shall prohibit and refuse to tolerate, and not confer upon its Workers, any unacceptable or degrading treatment, including mental cruelty, sexual harassment or discrimination, gestures, language, or physical contact, that is sexual, coercive, threatening, abusive or exploitative.
Freedom of Association
NRMA Suppliers shall respect the legal rights of employees to join or to refrain from joining worker organisations, including trade unions.

12.10 Health and Safety
NRMA Suppliers will provide their employees with a safe and healthy working environment in compliance with all applicable laws and regulations.
The Supplier shall implement all reasonably practicable measures to eliminate or control hazards, including occupational exposure hazards. Whenever necessary Workers are to be provided with, and instructed to use, appropriate personal protective equipment. The Supplier shall provide adequate and regular training to ensure that Workers are adequately educated on health and safety issues and provide the same standard of health and safety in any housing that is provided for employees.

12.11 Protection of the Environment
At a minimum, suppliers must comply with all applicable environmental laws, regulations, permits and licences, such as requirements regarding chemical and waste management and disposal, recycling, industrial wastewater treatment and discharge, air emissions controls, environmental permits, and environmental reporting.
The Supplier shall minimise its environmental impact and continuously improve its environmental performance in accordance with better practice standards.

12.12 Laws, Including Regulations and Other Legal Requirements
NRMA Suppliers will comply with all applicable laws and regulations in all locations where they conduct business. Suppliers, and their sub-contractors, must have processes in place to verify their personnel hold current licences and permits relating to their work activities as required by applicable laws and regulations. Licence/permit holders must comply with any conditions of the licence/permit.

12.13 Ethical Dealings
NRMA expects our suppliers to conduct their business in accordance with the highest ethical standards.
Suppliers shall comply with applicable laws and regulations concerning bribery, corruption, fraud and any other prohibited business practices. The Supplier shall not offer, promise, or give any undue advantage, favour or incentive to any public official, organisation or any other third party. This applies regardless of whether the undue advantage is offered directly or through an intermediary.

12.14 Gifts, Hospitality and Expenses (Business Courtesies)
NRMA Suppliers shall not, directly, or indirectly, offer gifts to NRMA employees or representatives or anyone closely related to these.

12.15 Monitoring/Record Keeping
Suppliers must maintain documentation necessary to demonstrate compliance with NRMA’s Supplier Engagement Principles and applicable regulatory requirements and must provide NRMA with access to that documentation upon NRMA’s request.

12.16 Security Compliance Assessment
Document compliance with the ‘ISP02 – Third Party Security Policy’ by completing the Third-Party Security Assessment Checklist (if provided)

ATTACHMENT 1

SUPPLIER FOOD SAFETY REQUIREMENTS

1.0 Food Safety Accreditation

1.1 Whilst ideally all suppliers should have in place a Food Safety Plan (FSP) suppliers of microbiologically high-risk foods must have an FSP based on the principles of HACCP, which meets the requirements of any applicable state and federal legislation and is verified by a qualified third party. NRMA Parks and Resorts will individually assess and approve the FSP on a case-by-case basis.

1.2 Suppliers must manage their supply chain to ensure that their suppliers have in place an approved FSP as above and relevant documented records must be made available if requested.