Terms and Conditions for the Purchase by AVI of Goods and/or Services
1. Terms and Definitions
1.1 Unless otherwise required by the context of this Purchase Order, the following definitions shall apply:
(a) “AVI” means any of Artificial Virtual Intelligence Pty Ltd (ABN 840 525 177 18), AVI Pty Ltd (ABN 86 110 460 181), AVI Contractors Pty Ltd (ABN 22 168 307 793), Autonomous Vehicle Interoperability Pty Ltd (ABN 16 135 844 138), AVI Electronics Pty Ltd, (ABN 48 007 585 631) or AVI Enclosures Pty Ltd (ABN 34 606 026 091) its successors and assigns or any person acting on behalf of and with the authority of AVI.
(b) “Goods” means the goods referred to in the Order and includes but is not limited to all Goods, chattels, plan, equipment, machinery, consumables, software programs et cetera
(c) “Order” means this purchase order incorporating these terms and conditions, the acceptance of which constitutes a contract made in the State of Western Australia between the Supplier and the Purchaser.
(d) “Purchaser” means the company AVI named on the Order.
(e) “Purchase Order Number” is the reference number allocated to this Order
(f) “Supplier” means the person, firm, corporation, or statutory authority named on the face of the Order who is invited to supply the Goods and/or Services of this Order to the Purchaser.
(g) “Services” means the installation, repairs and maintenance, or replacement, to the plant and equipment, (including but not exclusively electrical Services, plumbing, fire protection equipment, training, software programming), referred to in the Order and performed within any AVI premises.
2. Entire Agreement
2.1 This Order when accepted by the Supplier contains the entire agreement between the Purchaser and the Supplier and any variation of this Order shall be ineffective unless in writing and signed by an authorised representative of the Purchaser.
3.1 The Supplier shall not, without the prior written consent of the Purchaser, assign whether in whole or part the benefit of the Order or any rights or obligations thereof.
4.1 The purchase price(s) stated in the Order shall remain fixed unless otherwise agreed to in writing by an authorised representative of the Purchaser.
5. Invoice and Payment
5.1 The Purchaser will pay for the Goods and/or Services within 30 days from the later of the date of receipt by the Purchaser of the invoice relating thereto and the date of delivery of the Goods and/or Services in accordance with this Order; unless alternative payment terms are expressly agreed by the Purchaser and particularised in this Order.
5.2 Each invoice shall be taxable form as required by “A New Taxation System (Goods and/or Services Tax) Act 1999” and shall state the Purchaser Order Number and any associated delivery docket or packing slip references.
6.1 The delivery date specified in this Order is the date of delivery of the Goods or provision of the Services to the nominated point of delivery. Any delivery of the Goods made, or Services performed after the delivery date shall constitute a breach of the terms of this Order by the Supplier and, without prejudice to its rights herein, the Purchaser shall be entitled to return the Goods or terminate the provision of the Services at the Supplier’s expense.
7. Standards of Acceptance
7.1 This Order represents an offer from the Purchaser to be accepted by the Supplier and supersedes all terms and conditions in any quotation, proposal or other order documentation for the Goods provided by the Supplier. Acceptance by the Supplier shall be communicated in writing to the Purchaser or by the supply of the Goods and/or Services in accordance with the terms of the Order.
7.2 No Goods and/or Services shall be deemed accepted by the Purchaser until the Goods and/or Services have been received and inspected by the Purchaser and found to conform with the Order and the standards referred to in clause 7.4. The Purchaser shall be entitled to return to the Supplier at the Supplier’s cost, any goods not accepted by it, and the Supplier shall, at its own expense and at the Purchaser’s option, repair or replace the Goods and/or Services or issue a credit in respect thereof to the Purchaser.
7.3 Acceptance of this Order shall not:
(a) bind the Purchaser to accept future Goods or performance of Services, nor deprive it of the right to return articles already accepted, and
(b) be deemed to be a waiver of the Purchaser’s right to cancel or return all or any of the Goods and/or Services the subject of this Order, or to make any claim for damages, including re-procurement costs or loss of profits, injury to reputation or other special consequential or incidental damages incurred by the Purchaser. Such rights, which are expressly reserved by the Purchaser, shall be in addition to any other remedies provided under this order or provided by law.
7.4 The Goods and/or Services shall be of merchantable quality and fit for the purpose intended by the Purchaser and shall in all respects conform with the Supplier’s drawings, specifications, descriptions and other documentation provided to the Purchaser.
7.5 The Purchaser shall be entitled at any time to inspect the Supplier’s manufacturing works or store and any of the Purchaser’s Goods in the Supplier’s store.
7.6 The Supplier shall, at its own expense, comply with any instruction given to it by the Purchaser with respect to the manufacture and packaging of the goods.
8. Loss or Damage in Transit
8.1 The Purchaser shall advise the Supplier of any loss of, damage to or defect in the Goods within fourteen (14) days of the date of delivery.
8.2 The Supplier shall make good to the Purchaser for any loss, damage or defect in the goods as notified in accordance with the Clause in 8.1.
9.1 Unless otherwise agreed to by the Purchaser as particularised on the purchase order, the Supplier shall bear the cost of delivery to the Purchaser’s nominated point of delivery designated on the front of this Order.
9.2 If the nominated point of delivery is other than the Purchaser’s head office at 6 Blaikie Street, Myaree, Western Australia 6154, the Supplier shall, prior to the despatch of the Goods and/or Services, request the Purchaser’s written delivery instructions and shall comply therewith.
10.1 All Goods supplied pursuant to the Order shall be packed so as to ensure safe delivery to the nominated point of delivery.
10.2 The Supplier shall ensure that all dunnage, case timber, and wooden pallets are treated for permanent protection from pests in accordance with any legal requirements in the country of origin of the Goods and those of the Australian Department of Health and Customs. In all cases, the original Certificate of Compliance shall be forwarded with the shipping documents.
10.3 The Supplier shall ensure that all dangerous or hazardous Goods are packed and labelled in accordance with any legal requirements applicable in Australia.
10.4 All packing slips and delivery dockets must state the Purchase Order Number relevant to the shipment.
11. Shipment and Title
11.1 Title in the Goods shall pass to the Purchaser upon delivery except in instances where a partial or whole payment is made prior to delivery. Title in the Goods (including all materials, equipment, fittings, and parts specifically purchased and or appropriated by the Supplier for or relating to the manufacture or production of the Goods and whether in the possession of the Supplier or elsewhere) in respect of which partial or whole payment is made prior to delivery, shall vest in the Purchaser at the date of such payment.
11.2 The Goods shall be at the risk of the Supplier until they are accepted by the Purchaser in accordance with the terms of this Order. The Supplier is advised to insure the Goods against loss or damage until acceptance by the Purchaser is affected. If the Purchaser exercises its right of rejection after acceptance in relation to any of the Goods, the risk in these Goods shall be deemed not to have passed to the Purchaser.
12.1 The Supplier represents and warrants that:
(a) it has free and clear title to the Goods and that the Goods will be supplied without any lien, security interest or other encumbrance;
(b) all Goods delivered pursuant to this Order will:
(i) be new, unless otherwise specified;
(ii) be free from, and operate free from, any defects in design, materials and workmanship;
(iii) comply with all laws and regulations applicable to Australia and the country or countries of manufacture (including, without limitation, environmental laws and regulations) and all relevant Australian and international standards of design, manufacture, operation and quality,
(c) without limiting clause 1.1(b) in any way, the Supplier will, for the period specified in clause 12.2, support any software, firmware and electronic parts and components comprising, or supplied as part of, any Goods and will rectify any fault or error in any coding or logic in any software, firmware or electronic part or component;
(d) all Services performed pursuant hereto will be free from any and all defects in materials and workmanship and will be performed in accordance with the specifications and instructions of the Purchaser provided however that the Supplier shall retain direction and control with respect to the manner and means of performing such Services;
(e) all Services will be performed in compliance of all applicable laws and regulations including but not limited to environmental laws and regulations and health and safety laws and regulations;
(f) all Services will be performed by personnel with the authority, licenses, permits, and consents necessary to perform the Services.
12.2 All representations and warranties of the Supplier including its services warranties and guarantees if any, whether expressed or implied, written or oral shall continue for the period that is the greater of:
(a) the manufacturer’s warranty or guarantee, or
(b) a period of one year from the date of acceptance of the Goods and/or Services, except in respect of any latent defect claim which shall extend for a period of one year from the date the Goods were placed in service, or
(c) the period for which these warranties and representations apply in law,
and the Supplier will replace or repair, free of charge to the Purchaser, any Goods that fail to conform to the requirements of this clause 12.2.
12.3 If the Supplier is supplying to the Purchaser Electronic Components (being an item that operates by controlling the flow of electrons or other electrically charged particles in circuits, using interconnections of electrical devices such as resistors, inductors, capacitors, diodes, switches, transistors, or integrated circuits), or Electronic Parts (being an integrated circuit, a discrete Electronic Component (including, but not limited to, a transistor, capacitor, resistor, or diode), or a circuit assembly) (Relevant Items) the Supplier:
(a) will notify the Purchaser if any of the Relevant Items being supplied:
(i) Are manufactured in the Democratic People’s Republic of North Korea, the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, or the Syrian Arab Republic;
(ii) Uses Ozone Depleting Chemicals (OCDs) in the manufacturing process;
(iii) Does not comply with prevailing requirements relating to 3GT (Regulation (EU) 2017/821), REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals as defined in Regulation (EU) 1907/2006, REE (A group of 17 metals that comprise the lanthanide series of elements lanthanum (La), cerium (Ce), praseodymium (Pr), neodymium (Nd), promethium (Pm), samarium (Sm), europium (Eu), gadolinium (Gd), terbium (Tb), dysprosium (Dy), holmium (Ho), erbium (Er), thulium (Tm), ytterbium (Yb) and lutetium (Lu) in addition to scandium (Sc) and yttrium (Y), which show similar physical and chemical properties to the lanthanides), RoHS1 (Restriction of Certain Substances as defined in EU Directive 2002/95/EU), RoHS2 (Restriction of Certain Substances as defined in EU Directive 2011/65/EU) or RoHS3 (Restriction of Certain Substances as defined in EU Directive 2015/863).
(b) represents, warrants and guarantees that the Supplier supplies the Relevant Items in compliance with US legislative instrument 48 CFR § 252.246-7008 including:
(i) in respect of the Electronic Components or Electronic Parts being traceable (as evidenced by the Supplier’s written records) to the original manufacturer, or an authorised distributor of the original manufacture;
(ii) that the Supplier will not supply any Electronic Components or Electronic Parts to the Purchaser that do not comply with clause 12.3(b)(i) unless the Supplier:
(1) maintains a counterfeit parts prevention and detection program that is consistent with industry standards;
(2) has declared to the Purchaser the non-compliance with clause 12.3(b)(i) of the Electronic Components the Supplier proposes to supply to the Purchaser;
(3) has obtained the Purchaser’s written permission for the supply of Electronic Components that do not comply with clause 12.3(b)(i); and
(4) has determined that the Electronic Components are genuine through Supplier’s testing procedures (as evidenced by Supplier’s written records which the Supplier agrees to supply to the Purchaser promptly upon receipt of written request)
(c) represents and warrants that it requires its sub-supplier and sub-contractors to conform to, and maintain the substance of, US legislative instrument 48 CFR § 252.246-7008 in their supply contracts.
12.4 The Supplier agrees to indemnify and make good the Purchaser from any and all claims, liability, loss, damage, costs and expenses incurred or sustained directly and indirectly by the Purchaser by any reason of any breach of representation or warranty with respect to the Goods and/or Services, including Electronic Components (as specified in clause 12.3). Any claim or breach of representation or warranty shall survive inspection, acceptance or payment by the Purchaser.
13.1 Each Party represents and warrants that it (including its directors, officers, employees, agents and representatives) has not violated, and will not violate, in connection with the supply of any Goods or Services under these terms and conditions any of the Australian Criminal Code Act 1995, the US Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010; or any other similarly applicable law, including any Australian State or Territory laws; or engaged in any conduct that would have violated the same had such conduct occurred in the jurisdiction in which such laws apply.
13.2 The Supplier acknowledges that:
(a) AVI personnel (including directors, officers, employees, agents and representatives) are not permitted to accept:
(i) gifts of more than token value;
(iii) excessive entertainment; or
(iv) other substantial favours,
from any company or person that does business with, or seeks to do business with, AVI;
(b) AVI employees are not permitted to solicit gifts or other favours from any company or individual that does business with, or seeks to do business with, AVI; and
(c) entertainment of AVI personnel (including directors, officers, employees, agents and representatives) is only acceptable where it is of a reasonable nature such that AVI’s personnel (including directors, officers, employees, agents and representatives) can reciprocate,
and the Customer represents, warrants and agrees that it will not offer to, or accept from, any AVI Personnel any gifts, entertainment or other favours that are, or would be, impermissible in accordance with any of clauses 13.2(a), (b) or (c).
13.3 The Parties agree that any breach of this clause 13 is a fundamental and material breach of these terms and conditions incapable of remedy.
14. Human Rights
14.1 The Supplier represents, warrants and agrees:
(a) that it will not engage in any conduct that is inconsistent with recognised international human rights laws and standards in the countries in which it operates;
(b) that it will not use forced, bonded, or involuntary labour to perform any Services or manufacture or supply any Goods in relation to this Order, and it will not knowingly engage any supplier or subcontractor that uses forced, bonded or involuntary labour;
(c) that it will not unlawfully hire, engage, employ or utilise children in the manufacture or supply of any Goods under this order or the performance of any Services and will not knowingly engage any supplier or subcontractor that unlawfully hires, engages, employs or otherwise utilises children.
14.2 The Parties agree that any breach of this clause 14 is a fundamental and material breach of these terms and conditions incapable of remedy.
15.1 Notices, invoices and correspondence relating to this Order are to be forwarded to the Purchaser’s head office at and must include a reference to the Purchase Order Number.
16. Breach and Termination
16.1 In the event of the breach by the Supplier of any terms of this Order, the Purchaser shall be entitled, without prejudice to its other rights, to cancel or amend the Order in respect of any Goods not delivered or Services not performed.
17. Confidential Information
17.1 The Supplier will keep confidential all confidential information (including data, instructions, plans, specifications, pricing formulae, technology, computer software, designs, drawings, reports, development, results, technical advice, and trade secrets whether in documentary, visual, oral, machine readable or other form and samples of equipment or other tangible items owned) furnished to it by the Purchaser from the provision of the Goods and/or Services the subject of this Order. Upon completion of this Order, the Supplier shall return to the Purchaser all such items if any received by it, with such items remaining at all times confidential to, and the property of, the Purchaser.
18. Force Majeure
18.1 Neither the Supplier nor the Purchaser shall be liable to the other for default or delay in performing its obligations under this Order caused by any occurrence beyond its reasonable control including and without limitation, fires, flood, strikes, industrial or social disturbances, riots, wars, acts of God, Government Order or Regulation, storm, tempest or epidemics.
19. Governing Law
19.1 This Order shall be subject to the laws of the State of Western Australia and the Commonwealth of Australia. The parties submit themselves to the exclusive jurisdiction of the Courts or Western Australia and the Commonwealth of Australia for all proceedings arising in connection with this Order, which proceedings shall be issued in Western Australia.
20. Contract takes Precedence
20.1 If a formally signed and executed contract exists between the Purchaser and the Supplier for the supply of any products or services covered by this Order (Contract), the terms and conditions of the Contract will take precedence over the terms and conditions of this Order to the extent of any inconsistency.