1.1. If the Supplier:
(a) is party to a Master Agreement applicable to the Goods and/or Services, 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; or
(b) is not party to a Master Agreement applicable to the Goods and/or Services, then only these Standard Terms will apply.
1.2. Acceptance by the Supplier of the Purchase Order includes agreement by both parties that these Standard Terms and any applicable Master Agreement set out the sole basis for the sale of the Goods and/or Services to the exclusion of any conditions of sale appearing on any document of the Supplier, regardless of when it is sent.
1.3. For avoidance of doubt:
(a) any terms of the Supplier provided with the Goods and/or Services (including as printed on consignment notes or any other documents) are expressly rejected by the Company, will be of no binding legal effect and will not constitute part of these Standard Terms or the Purchase Order; and
(b) any modification to these Standard Terms expressed in any document after the date of this Purchase Order does not apply unless expressly accepted in writing by the Company.
2.1. No changes are to be made to these Standard Terms or the Purchase Order without the written agreement of the Buyer.
3 SUPPLIER’S OBLIGATIONS
3.1. The Supplier must:
(a) ensure that the Goods and/or Services are in accordance with and conform to the Specifications or other descriptions (if any) furnished by the Company to the Supplier or otherwise agreed between the parties. Any in-progress inspection by the Company’s employees or agents or other representative does not affect this requirement;
(b) comply with all laws applicable to the Supplier and the Company in relation to the supply of the Goods and/or Services including any relevant workplace health and safety legislation and Privacy Law;
(c) ensure that the Goods are manufactured, and/or Services are performed in accordance with all generally accepted applicable industry standards and practices in Australia;
(d) supply the Goods and/or Services in accordance with any policies and directions of the Company notified to the Supplier from time to time, including the Company’s Supplier Engagement Principles shown in Schedule A (paying particular attention to the requirements of the Fair Work Act of 2009 and the Modern Slavery Act of 2018);
(e) provide to the Company free of charge all working drawings, documentation, operating instructions, plans, specifications, and information reasonably necessary to enable the Company to use the Goods for their intended purpose;
(f) where appropriate, supply adequate health and safety information concerning any Goods to ensure that they will be safe when properly used, supplied, maintained and stored and at all times keep the Company informed of all relevant information which becomes known to the Supplier concerning the use, supply, maintenance and storing of any such Goods;
(g) where chemicals are included in or used in connection with the supply of the Goods, the Supplier must provide to the Company a material safety data sheet in respect of each chemical product;
(h) when using the Company’s premises or any facilities occupied or utilised by the Company, comply with all of the Company’s directions, procedures and policies from time to time relating to occupational health and safety, security or otherwise in relation to the use of and access to the Company’s premises or in regard to any facilities on the Company’s premises;
(i) ensure that no injury or damage is caused to persons or property and no trespass to property is committed, arising out of or in connection with the Agreement, by it or any of its Personnel; and
(j) ensure that its Personnel are appropriately qualified in relation to the supply of the Goods or Services and comply with the Supplier’s obligations under this Agreement.
4 PRICE AND PAYMENTS
4.1. In consideration of the Supplier providing the Goods and/or Services the Company will pay the Price.
4.2. The Company may agree to vary the Price provided the Supplier gives the Company not less than one (1) month’s prior written notice of any requested variation. The Company is at no time obliged to consider or accept any such requests or requests to vary the Price retrospectively. Any variation to the Price, if agreed by the Company in writing, will only become effective one (1) month after receipt of the Supplier’s notice.
4.3. Unless expressly agreed between the parties in writing, the Price includes charges for:
(a) the packing, delivery and off-loading of Goods;
(b) items used or supplied in the performance of Services; and
(c) any necessary insurances required to be held by the Supplier in connection with this Agreement.
4.4. Subject to the terms of this Agreement, the Company will pay any invoice issued by the Supplier within thirty (30) days of receipt.
4.5. If the Company disputes an invoice, the Company will notify the Supplier of the amount in dispute and the reason for dispute within fourteen (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.
5 DELIVERY OF GOODS
5.1. Subject to clause 5.2, the Supplier must deliver the Goods to the Delivery Address on the Delivery Date ensuring that such delivery causes as little disruption as possible to the business activities of the Company and is in compliance with any security and access procedures advised from time to time.
5.2. At any time prior to the Delivery Date, the Company may vary the Delivery Date and/or the Delivery Address or cancel the Purchase Order by written notice to the Suppler. To the extent that the Supplier incurs expense in fulfilling the Purchase Order prior to the change or cancellation (and such expense would result in a loss to the Supplier), the Company agrees to compensate the Supplier for that expense provided it is reasonable and demonstrable. The Supplier must ensure any such expenses are mitigated.
5.3. The Supplier acknowledges and agrees that in respect of delivery of the Goods, time is of the essence.
5.4. The Supplier must:
(a) pack the Goods 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;
(b) where Goods are to be shipped by a third party carrier, ensure that the Goods are packed in accordance with the carrier’s reasonable requirements in order to secure reasonable transportation and insurance rates; and
(c) where the Goods comprise food and/or beverage products, ensure they are packaged and delivered in accordance with the requirements set out in Schedule 2.
5.5. All Goods are received subject to inspection of the goods within one (1) month after the Delivery Date.
5.6. Signed delivery dockets do not mean acceptance by the Company of the Goods delivered, but only the number of packages or cartons delivered.
6 TITLE AND RISK
6.1. Risk in the Goods passes from the Supplier to the Company when the Supplier has delivered the Goods to the Delivery Address and the Company has accepted delivery of the Goods.
6.2. Title in the Goods passes from the Supplier to the Company on the earlier of:
(a) delivery of the Goods to the Delivery Address; or
(b) payment of the Price.
7 DELIVERY OF SERVICES
7.1. The Supplier must provide the Services:
(a) within the timeframe or at the times specified in a Purchase Order; and
(b) at the Delivery Address (if applicable).
7.2. The Supplier acknowledges and agrees that in respect of the time for provision of the Services, time is of the essence.
8 CANCELLATIONS FOR NON-DELIVERY
8.1. The Company reserves the right to cancel the Purchase Order if:
(a) the Goods ordered are not delivered to the Delivery Address on the Delivery Date; or
(b) the Services are not provided within the timeframe or at the times specified in the Purchase Order and at the Delivery Address (if applicable).
8.2. Where the Company cancels a Purchase Order under clause 8.1 the Supplier does not have and may not prosecute any claim whatsoever at law or in equity against the Company. This is provided that the failure of the Supplier to deliver the Goods on the Delivery Date was not due to the conduct of the Company.
(a) the Supplier delivers the Goods after the Delivery Date;
(b) the Company has cancelled the Purchase Order under to clause 8.1 above; or
(c) the Supplier’s failure to deliver the Goods was not as a result of the Company’s conduct,
the Supplier must, in addition to any other liability it may have under this Agreement, pay the costs of removing the Goods from the location at which they were delivered.
9.1. The Supplier must provide to the Company, hold for the Company’s benefit or assign to the Company (if requested) any warranty offered by a manufacturer in respect of the Goods and if the Company requires, produce written evidence of any such manufacturer’s warranty and its entitlement under it.
9.2. In relation to Goods, the Supplier warrants and guarantees that upon delivery and (where applicable) during the manufacturer’s warranty period the Goods will:
(a) be new, safe, of good and acceptable quality and fit for the purpose for which they are required, intended or commonly supplied;(b) conform to their description, applicable Specifications, all relevant Australian Standards and the requirements of the Agreement;
(c) be free of defects in design, materials and workmanship and acceptable in appearance and finish; and
(d) where the Goods comprise food and/or beverage products) be safe for consumption.
9.3. In relation to Services, the Supplier warrants and guarantees that the Services will be rendered with due care and skill.
9.4. If the Supplier becomes aware or the Company notifies the Supplier that the Goods or Services in whole or in part fail to comply with the warranties given under the Agreement, the Supplier must, without prejudice to any other rights of the Company, promptly (at the Company’s option):
(a) remedy that failure (including by replacing or resupplying the Goods or Services, as applicable);(b) provide to the Company a full refund of the Price paid for the Goods or Services; or
(c) deduct in accordance with the Company’s direction the Price paid for the Goods or Services from any amounts owing to the Supplier.
9.5. Nothing in this Agreement excludes liability for statutory guarantees that may also be available to the Company under Australian Consumer Law.
10 MODERN SLAVERY
The Supplier warrants that:
(a) it has reviewed its labour practices, and those of its Personnel and suppliers to ensure there are no modern slavery practices used anywhere in the Supplier’s business, by any Personnel or suppliers;
(b) it has taken and will continue to take all necessary actions and investigations to validate the warranties in this clause; and
(c) it will report any adverse findings or breaches of modern slavery practices in its supply chain to the Company.
11 ADVERTISING AND MARKETING
The Supplier must not, without prior written consent of the Company, advertise or publish the fact that the parties have entered into this Agreement.
12.1. Without limiting the Supplier’s obligations under clause 6.1, the Supplier must effect 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 clause 6.1.
12.2. While undertaking the Services and for a period of 12 months after undertaking the Services, the Supplier must effect and maintain the following insurance policies with a reputable insurer authorised to conduct insurance business in Australia:
(a) general liability (including public and products liability) 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) workers’ compensation insurance covering the Supplier for any claim against it by any employee of the Supplier who provides services in relation to the Agreement (and ensure that each of its other Personnel have similar insurance) for an amount necessary to cover any liability under statute or at common law; and
(c) any other compulsory insurances which may be applicable such as compulsory third party motor vehicle liability insurance.
12.3. Upon request from the Company, the Supplier must provide certificates of currency and evidence satisfactory to the Company that the insurance policies are current.
13.1. Subject to the remainder of this clause 13, the cost of all taxes, duties and charges imposed or levied in connection with this Agreement must be borne by the Supplier.
13.2. All invoices issued in connection with this Agreement must be a “Tax Invoice” for GST purposes.
13.3. Where an amount payable under this Agreement is payment for a “Taxable Supply” as defined for GST purposes and is not specifically stated to be inclusive of GST, to the extent permitted by law, that payment will be increased so that the cost of the GST payable on the taxable supply is passed on to the recipient of that taxable supply.
13.4. If either party is entitled under this Agreement to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with this Agreement, the reimbursement or indemnity payment must not include any GST component of the cost or expense for which an input tax credit may be claimed by the party being reimbursed or indemnified.
13.5. The Supplier must give to the Company an “Adjustment Note” within seven (7) days of becoming aware of any “Adjustment”, or otherwise as agreed between the parties.
13.6. If the Supplier does not provide the Company with its Australian Business Number relevant for the provision of the Goods and/or Services, 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.
13.7. In this clause 13, “Adjustment”, “Adjustment Note”, “GST”, “Tax Invoice” and “Taxable Supply” have the meaning given to them in the A New Tax System (Goods and Services Tax) Act 1999 and any related legislation.
14 INTELLECTUAL PROPERTY
14.1. The Supplier agrees that any Intellectual Property Rights in the Goods which are developed under this Agreement, vest in or are otherwise assigned to the Company on creation. However, the Company does not own:
(a) Intellectual Property Rights in the Supplier’s methodologies or other proprietary information; or
(b) copyright in existing publication or other work produced by or on behalf of the Supplier other than in the course of providing the Goods and/or Services.
14.2. The Supplier will, at the reasonable expense of the Company, from time to time execute all such documents and to all such other things which the Company reasonably requests in order to assist the Company in any applications to register Intellectual Property Rights, in defending Intellectual Property Rights from any claims by third parties and in the enforcement of Intellectual Property Rights.
14.3. The Supplier:
(a) must ensure that the Goods and/or Services do not infringe the Intellectual Property Rights or Moral Rights of any person; and
(b) indemnifies the Company and its Personnel from and against all liabilities, expenses, losses, damages and costs (including legal costs on a full indemnity basis and whether incurred by or awarded against the Company) that any of those indemnified may sustain or incur as a direct result of a claim that the Goods and/or Services or the goods or materials used in the Goods or in the provision of the Services breach an obligation of confidence or infringe any Intellectual Property Rights or Moral Rights, regardless of where such claim arises.
15.1. A Recipient of Confidential Information (which, for avoidance of doubt, includes any Personal Information):
(a) must only use the Confidential Information to perform its obligations under this Agreement;
(b) may only disclose the Confidential Information:
(i) to its Personnel in order to perform its obligations under this Agreement but only to the extent that they have a need to know and in circumstances where they also have an obligation to keep the Confidential Information confidential;
(ii) if compelled to by applicable laws; or
(iii) with the prior written consent of the Disclosing Party.
(c) 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;
(d) must immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised access, copying, use or disclosure of the Confidential Information in any form; and
(e) must comply with any reasonable direction of the Disclosing Party in relation to the Confidential Information.
15.2. Following provision of the Goods and/or Services, upon termination or expiry of any Master Agreement or at any other time reasonably requested by the Disclosing Party in writing, the Recipient must:
(a) 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; and
(b) ensure that its Personnel also comply with clause 15.2(a) above.
16 ASSIGNMENT AND SUBCONTRACTING
The Supplier may not assign the Agreement or subcontract any part of it without the Company’s prior written consent, such consent not to be unreasonably withheld.
17 NRMA GROUP
17.1. The Supplier acknowledges that the Company is a Member of the NRMA Group.
17.2. The Company directs the Supplier to perform, and the Supplier agrees to perform, its obligations under this Agreement for the benefit of the Company and each other Member of the NRMA Group.
17.3. The provisions of this Agreement may be enforced by the Company as an agent for, and for the benefit of, any Member of the NRMA Group who receives Goods and/or Services under this Agreement. The parties acknowledge that the Company enters into the Agreement on its own behalf and as agent for the other Members of the NRMA Group.
17.4. The Company may at any time and by notice to the Supplier:
(a) assign any part of its rights under this agreement to a Related Body Corporate of the Company; or
(b) require the Supplier to execute any document reasonably required to novate this agreement to a Related Body Corporate of the Company.
Agreement means these Standard Terms, any applicable Master Agreement and any terms prescribed in a Purchase Order.
Company means Australian Tourist Park Management Pty Ltd (t/as NRMA Parks and Resorts) or any other company within the NRMA Group that has requested the Goods and/or Services from the Supplier.
Confidential Information means all information including Personal 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.
Deliverables means any items to be supplied to the Company by the Supplier on the terms of this Agreement as an output of the provision of Services and as 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 specified 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 including any Deliverables, as further described in a Purchase Order.
Intellectual Property Rights means all intellectual property rights in Australia and throughout the world, including
(a) 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;
(b) any application or right to apply for registration of, or assert or waive, any of the rights referred to in paragraph (a); and
(c) trade secrets, ideas, concepts, materials, know-how and techniques.
Master Agreement is a separate agreement between the Company and the Supplier which is applicable to the Goods and/or Services and in relation to which an Agreement Number has been issued by the Company.
Moral Rights means moral rights as described in Part IX of the Copyright Act 1968 and any similar rights arising under statute that exist, or may come to exist, anywhere in the world.
NRMA Group means National Roads and Motorists’ Association Limited and its Related Bodies Corporate and includes, but is not limited to, Australian Tourist Park Management Pty Ltd (t/as NRMA Parks and Resorts).Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).
Personnel means, in relation to party, that party’s employees, agents, consultants and subcontractors, and employees of its agents, consultants and subcontractors.
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 schedule of prices provided by the Supplier to the Company.
Privacy Law means:
(a) the Privacy Act 1988 (Cth); and
(b) any other Australian or international statute, resolution or law (including any ancillary rules, guidelines, directions and other instruments issued under them) as amended from time to time which relates to the protection of personal information and which the Company or the Supplier must observe.
Purchase Order means an order for Goods and/or Services as approved by the Company.Recipient has the meaning set out in the definition of Confidential Information.
Related Bodies Corporate has the same meaning as under the Corporations Act 2001 (Cth).
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 of the Goods and/or Services set out in a Purchase Order.
Standard Terms means these standard terms and conditions.
Supplier means the person supplying the Goods and/or Services as set out in the Purchase Order.
SCHEDULE A – SUPPLIER ENGAGEMENT PRINCIPLES
For over 100 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.
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
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.
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.
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.
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.
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.
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.
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.
10 Freedom of Association
NRMA Suppliers shall respect the legal rights of employees to join or to refrain from joining worker organisations, including trade unions.
11 Health and SafetyNRMA 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 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.
13 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.
14 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.
15 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.
16 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.
17 Security Compliance Assessment
Document compliance with the ‘ISP02 – Third Party Security Policy’ by completing the Third-Party Security Assessment Checklist (if provided).
SCHEDULE B -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 may 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.