1. Term of Agreement

• (a) The Agreement starts on the Commencement Date and lasts until the Completion Date unless extended or terminated earlier. If no Completion Date is specified, the Agreement concludes when all Goods are delivered, accepted, and payments are made.
• (b) The Agreement can be extended in writing by mutual consent for the period specified.

 

2. Supply and Delivery of Goods

• (a) The Supplier must provide Goods as per the Agreement and follow the Organisation's directions.
• (b) Delivery must be made to the Delivery Point by the specified Time for Delivery in the Purchase Order. Acceptance occurs when either:
  • (i) The Organisation acknowledges in writing, or
  • (ii) Acceptance is deemed as per clause 3(a).

 

3. Acceptance or Rejection of Goods

• (a) If Goods comply with the Agreement, the Organisation will issue a written acceptance. If no response is provided within 30 days of delivery, acceptance is deemed on the delivery date.
• (b) If Goods are non-compliant, damaged, or unfit for purpose, the Organisation can reject them within 30 days. Rejected Goods will not be paid for.
• (c) The Supplier must collect rejected Goods at their own cost. Failure to do so permits the Organisation to return or dispose of the Goods at the Supplier’s expense.

 

4. Pricing

• (a) The Unit Price is fixed and inclusive of all taxes (excluding GST).
• (b) The Supplier cannot charge additional fees for packaging, transport, or other costs related to delivering the Goods.

 

5. Invoicing and Payment

• (a) Upon acceptance, the Supplier submits a tax invoice to the Organisation.
• (b) The Organisation will pay within 30 days of receiving an accurate invoice, minus any disputed amounts. Disputes will be handled as per clause 19.
• (c) Payment does not confirm compliance with the Agreement but is considered as payment on account.
• (d) Simple interest accrues on overdue amounts as per the Penalty Interest Rates Act 1983 (Vic).

 

6. Fair Payments Policy

• (a) Applicable if the total Purchase Price is below $3 million.
• (b) Payment terms of 30 days are reduced to 10 Business Days under this clause.
• (c) Interest on overdue amounts is calculated as specified, post a 30-day period.

 

7. Title and Risk

Title passes upon acceptance; risk transfers upon delivery.

 

8. Warranties

• (a) The Supplier warrants that:
  • (i) They have the right to perform the services.
  • (ii) They have the title to the Goods.
  • (iii) They have the rights to use associated Intellectual Property.
  • (iv) No conflicts of interest exist.
  • (v) They are not acting on behalf of a trust.
  • (vi) Goods are new, fit for purpose, defect-free, and comply with laws.
• (b) Supplier must secure any manufacturer warranties for the Organisation.

 

9. Intellectual Property Rights

The Supplier grants the Organisation a non-exclusive, perpetual, royalty-free license for using Intellectual Property Rights in the supplied Goods.

 

10. Data

• (a) Data belongs to the Organisation. Supplier assigns all Intellectual Property Rights in data created to the Organisation.
• (b) Data use is limited to obligations under this Agreement.

 

11. Liability

• (a) The Supplier indemnifies the Organisation against losses from:
  Personal injury, property damage, privacy breaches, fraud, etc.
• (b) Indemnity is reduced if the Organisation’s negligence contributed to the issue.
• (c) The Organisation holds indemnity on trust for third parties.

 

12. Termination

• (a) Immediate termination if the Supplier breaches the Agreement.
• (b) Termination without cause upon notice to the Supplier.
• (c) Payment for Goods delivered up to termination date if terminated without cause.
• (d) The Supplier must cease using all materials containing Data or Confidential Information upon termination.

 

13. Insurance

The Supplier must maintain adequate insurance, including product liability and public liability insurance, and provide evidence upon request.

 

14. Confidentiality, Privacy, and Data Protection

• (a) The Supplier must keep Confidential Information secure.
• (b) The Supplier consents to information disclosure as required by law.
• (c) The Supplier must comply with Privacy Obligations.
• (d) The Supplier must not breach Protective Data Security Standards.

 

15. Access

The Supplier and its Personnel must comply with safety and lawful conduct while on the Organisation's premises.

 

16. Subcontracting

Subcontracting requires prior written consent from the Organisation.

 

17. Compliance with Law and Policy

• (a) The Supplier must comply with relevant laws and policies.
• (b) The Supplier acknowledges the importance of the Supplier Code of Conduct.

 

18. GST

• (a) Prices are exclusive of GST unless stated otherwise.
• (b) GST payments are subject to a valid tax invoice.

 

19. Dispute Resolution

• (a) Disputes are resolved through written notice, followed by mediation if unresolved.
• (b) Arbitration may follow if mediation fails.

 

20. General

• (a) The Agreement is governed by the laws of Victoria.
• (b) Time is of the essence in the Agreement.
• (c) Variations must be in writing.
• (d) Waivers must be in writing.

 

Feedback:

1. Clarity: The document is comprehensive but could benefit from simplification in some areas for easier understanding. Use plain language where possible to enhance readability.
2. Consistency: Ensure consistent terminology throughout the document, such as "Goods" and "Organisation."
3. Flexibility: Consider adding clauses that allow for flexibility in unforeseen circumstances, such as changes in the market or force majeure events.
4. Risk Mitigation: Strengthen the clauses related to risk management, such as data protection, intellectual property, and warranties, to safeguard both parties’ interests.
5. Dispute Resolution: The dispute resolution clause is adequately detailed but could outline specific timelines for resolution steps to avoid prolonged disputes.