General Purchase Agreement

General

  1. This Agreement applies to all orders for goods and services (Supplies) placed by the Department of Industry (the Department) to you, the supplier.
  2. There may be additional terms and conditions in an order or in a more specific contract between you and the Department. If there is any inconsistency, the provisions of the order, then the contract prevail over this Agreement.
  3. No other terms or conditions, nor any variations, apply unless agreed in writing.
  4. Your provision of the Supplies constitutes your acceptance of this Agreement.

Price and payment

  1. Your quoted price is fixed and inclusive of all taxes, including GST, insurance, freight and delivery costs including costs associated with the return of Supplies wrongly supplied or defective Supplies.
  2. Provided that the Department has accepted the Supplies, the Department will pay you within 30 days of receiving a valid tax invoice and any other information requested.
  3. Please send tax invoices by email to supplier.invoices@industry.nsw.gov.au or by post to Locked Bag 6009 Orange NSW 2800.
  4. To register as a small business supplier visit the Department of Finance, Services & Innovation website.
  5. Please address any complaints about late payments to the Accounts Complaints Officer on 1300 720 773.

Delivery and acceptance

  1. You must provide the Supplies on the date, time and place specified by the Department. Time is of the essence.
  2. You assume all risk in the Supplies until the Department accepts them. The Department will usually inspect the Supplies on delivery and, if satisfied that they meet the specifications, will accept them. Title to the Supplies transfers to the Department when the Department accepts the Supplies.
  3. You bear the cost of storing, handling and returning any Supplies that the Department does not accept.
  4. You must ensure that all invoices, packing slips and other documents have an order number, description and the name of the Department representative. The Department will not accept the Supplies nor pay for them unless the order number is included on your documentation.

Warranties

  1. You warrant that, when title in the Supplies passes to the Department, the Supplies will: be free from any charge, liability or defect; comply with all applicable standards; be fit for purpose; and conform to the description ordered.
  2. You must provide the Department with the benefit of any third party warranties for the Supplies.
  3. You warrant that the Supplies do not infringe the intellectual property rights of any third party.
  4. You warrant that all personnel engaged to provide the Supplies are appropriately qualified, competent andexperienced and hold all necessary licences, permits and authorisations.

Corrections

  1. You must, at your own cost, remedy any defect in the Supplies within 30 days of being notified by the Department. If you fail to do so, the Department may, at your expense, arrange for a third party to undertake the remedial work or return the Supplies to you. You must refund the full price of the returned Supplies.
  2. If you fail to provide any agreed deliverable, or complete any agreed milestone, you must use all reasonable endeavours to correct the issue which caused the failure, at no additional cost to the Department.

Work health and safety (WHS)

  1. You must undertake your own identification and analysis of all WHS risks associated with the Supplies.
  2. You must ensure the health and safety of all people whom your activities may affect under this Agreement, in compliance with WHS laws.
  3. You warrant and represent that you have (and will ensure that your subcontractors have): the necessary resources in place to comply with WHS laws; and taken all necessary measures to assess and eliminate or control risks arising from hazards associated with the Supplies.

Insurance and Indemnity

  1. You must hold appropriate insurance, including public liability insurance, to cover all risks for the Supplies provided.
  2. You must indemnify the Department, its employees and agents and the State of NSW against any claim, loss or expense (including arising out of personal injury, death, damage to property or infringement of intellectual property rights) which any of them pays, suffers or is liable for (including legal costs) arising out of your or any of your employees, contractors or agents unlawful, negligent, reckless or deliberately wrongful acts or omissions in providing the Supplies, performing this Agreement or breaching this Agreement.

Termination

  1. The Department may terminate this agreement if you breach this Agreement and do not remedy the breach within seven days of the Department notifying you of that breach.
  2. The Department will not in any circumstances be liable for any consequential loss or loss of profits suffered by you as a result of this Agreement terminating.

Other

  1. You may not transfer this Agreement, nor subcontract your obligations, without the Department's prior written consent.
  2. The rights and remedies under this Agreement are in addition to, and do not limit, any other rights of the Department at law.