Purchasing Terms and Conditions
1.1 For the Purpose of the Purchase Order:
Confidential Information means any ideas, methods, trade secrets, know-how and other intellectual property in any form, furnished to Seller by GENEA, but does not include information that is:
(i) publicly know at the time:
(ii) known to Seller at time of disclosure through no wrongful act of Seller;
(iii) received by seller from a third party without confidential obligation, or
(iv) Independently developed by the Seller.
Goods means any goods supplied or provided by the Seller;
GENEA means Genea Limited (ABN 82 002 844 448) or any of its related bodies corporate including Genea Biomedx Pty Ltd (ABN 47 107 185 651), Genea Biocells Pty Ltd (ABN 68 074 369 038), Genea Canberra Pty Limited (ABN 66 111 571 870), Genea Biomedx UK Limited (Company Reg No: 08314520);
Purchase Order or Order means the document accepted by the Seller in accordance with Clause 2 and incorporates these terms and conditions;
Seller means the person described in the front page of the Purchase Order.
1.2 To the extent that he terms and conditions of the Purchase Order are inconsistent with any other terms and conditions provided by the Seller, the terms and conditions of the Purchase Order shall prevail.
2. ACCEPTANCE OF PURCHASE ORDER
2.1 GENEA will submit to the Seller a Purchase Order specifying the:
(i) quantity of Goods to be ordered;
(ii) total price of the Goods;
(iii) method of delivery;
(iv) date required for delivery of Goods;
(v) an order number for the Goods for reference for confirmation and written acceptance by the Seller.
2.2 Upon acceptance by the Seller of an Order, the Purchase Order incorporating these terms and conditions shall form the entire agreement between the parties.
3.1 No additional charges of any kind including but not limited to, packing, boxing, crating, delivery freight or insurance will be paid unless expressly provided for in the Purchase order accepted under Clause 2. Charged by the Seller.
3.2 Prices shown on a Purchase Order are not subjected to escalation for any reason, unless agreed to in writing by GENEA.
3.3 The Seller represents and warrants that the prices in a Purchase Order shall not be in excess of Seller’s list, catalogue or published prices.
4. PACKING AND DELIVERY
4.1 The Seller shall at its expense mark Goods with the Purchase Order number, crate, package or otherwise prepare goods for shipment in accordance with GENEA’s instructions and ensure safe and secure delivery in accordance with the Purchase Order.
4.2 The Seller will include a packing slip with the shipment of Goods.
4.3 Goods are to be shipped to the delivery point set out in the Order by the due date set out in the Order.
4.4 Time shall be of the essence.
5. INSPECTION AND ACCEPTANCE
5.1 Goods shall not be accepted until GENEA has inspected the Goods and confirmed its acceptance in writing.
5.2 Goods will not be accepted with a remaining shelf life of less than 80%
5.3 if GENEA determines that supplied Goods in whole or in part do not conform to the Order it may, without prejudice to any other remedies available to it and at its election:
(a) return (at the Seller’s expense) the whole or any part of the Goods for repair, replacement or credit;
(b) repair the Goods at the Seller’s expense; or
(c) require the Seller to fix any defects on site.
5.4 Where the seller is supplying Goods to specifications GENEA reserves the right to inspect these items and Seller’s facilities at reasonable times during any stage of manufacture.
6. TITLE AND RISK
Risk of loss of Goods shall pass to GENEA at the delivery point specified in the order. Title to the Goods shall pass to GENEA on dispatch of the Goods from the Seller.
7. PAYMENT OF INVOICES
7.1 Invoices of Goods are to be delivered to the address set out in the Purchase Order up dispatch and must show the Order number. Subject to clause 5.1 (and unless contrary to law), accounts will be settled 30 days from the receipt of Seller’s invoice.
7.2Excess Goods will be returned at the Seller’s expense.
7.3 Except as otherwise specified in an Order, the price includes all federal, state, local or foreign taxes (including any goods and service tax), stamp duties and other governmental charges. Any invoice must include a tax complying with the legislation and is a precondition of payment.
7.4 GENEA may set off any amount owing to it by the Seller.
8.1 The Purchase Oder may be terminated immediately by either party by written notice if the other party:
(a) breaches a provision of the Purchase Order and if capable of remedy, fails to remedy within seven (7) days after having been given written notice to rectify;
(b) passes a resolution for its winding up or a receiver or manager or official manager is appointed as a liquidator or provisional liquidator is appointed; or
(c) enters into a scheme of arrangement with its creditors or has a judgment entered against it or is declared a bankrupt.
8.2 Upon termination Seller shall deliver at its sole expense all Goods which have been paid for by GENEA, whether completed or not.
8.3 In the event of any termination under this clause 8, the Seller shall have no further claim against GENEA for the payment of any moneys to the Seller under or in connection with this Agreement, whether by way or further moneys payable to the seller for the future supply of Goods or Services or compensation for any alleged loss or damage sustained by the Seller including without limitation any special incidental, consequential or indirect damages or any economic loss or loss of profits other than for any amounts outstanding in respect of the price for Goods or Service ordered prior to the date of termination.
9. NON-EXCLUSIVE SUPPLY
Seller acknowledges that GENEA is free to use other Sellers of similar Goods and Services to those provided by the Seller and GENEA is not bound to use the Goods or Services of the Seller at any particular level.
10.1 The Seller warrants that the Goods are, free and clear of all liens, charges and encumbrances that the Seller has good title to the Goods, and all goods:
(i) Shall be free from defects in materials and workmanship and be of merchantable quality and fit for the purpose contemplated by IVF and communicated to the Seller; and
(ii) Shall conform to the Order.
1.1 PROPRIETARY RIGHTS, CONFIDENTITALITY
11.1 All confidential information furnished to Seller for the purposes of this Purchase Order and all its’ property right remain the property of GENEA. It shall be treated by Seller as confidential and it will not in whole or in part be used, communicated, copied, disclosed, sold or reproduced for any purpose whatsoever, except in the performance of the Agreement, or with the express written permission of GENEA.
12. PATENT, TRADEMARK & COPYRIGHT INDEMNITY
The Seller shall indemnify and forever hold GENEA harmless from action, claim or demand, costs or expenses, arising from or incurred by reason of any infringement or alleged infringement of letters patent, design, trademark, copyright, trade secret or other protected rights in respect of any of Goods supplied by Seller.
The Seller shall indemnify GENEA from and against any and all proceedings, claims, demands, losses, costs, damage and expenses arising out of or in respect of any act, omission or negligence of Seller or any of its officers, employees, agents or representatives in connection with the Goods to be provided under this Purchase Order or otherwise in connection with Seller’s performance or breach of this Purchase Order.
14. SURVIVAL OF CLAUSES
Clauses 10, 122, 12 and 13 shall survive the termination and/or expiry of the Purchase Order.
The Seller shall not assign or transfer this Purchase Order any part of the work required to be done under this Purchase Order without the written consent of GENEA.
If any party of this Purchase Order or the application thereof to any person or circumstances shall become void, voidable or otherwise unenforceable, that part shall be severed and the balance of this Purchase Order shall remain in full force and effect.
17. GOVERNING LAW
The laws of New South Wales govern the terms of this Purchase Order. The parties submit to the exclusive jurisdiction of the courts of New South Wales.
18.1 Unless otherwise expressly stated, all monies payable or consideration to be provided under this Deed are exclusive of GST.
18.2 (a) Despite any other provision in this Deed, if GTS is payable on any supply made under this Deed, the recipient must pay to the supplier an amount equal to the GST payable on the taxable supply.
(b) The recipient must pay the amount referred to in clause 1.1 (a) in addition to and at the same time as payment for the taxable supply is required to be made under this deed.
18.3 If this Deed required a party to reimburse any other party for an expense, loss or outgoing (“reimbursement expense”) incurred by the other party, the amount required to be reimbursed by the first party will be the sum of the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect to the reimbursable expense.
18.4 If the supplier makes a taxable supply to the recipient under this Deed, the supplier must provide a tax invoice to the recipient at or before the time of payment of the amount.
18.5 If at any time an adjustment even arises in respect to any supply made by the supplier under this Deed, the supplier must provide the recipient with an adjustment not immediately upon become aware of the adjustment will be made between the supplier and the recipient in respect of any amount paid by the recipient to the supplier and a payment will be made by the recipient to the supplier or by the supplier to the recipient as the case requires.