Endeavour Foundation General Terms and Conditions of Purchase Orders
These terms and conditions apply to Endeavour Foundation with Supplier for Endeavour Foundation purchases of goods and services.
In these terms and conditions, 'Goods' means the products, goods, consumables and/or materials to be supplied under this contract, ‘Licence’ means a licence, qualification, permit or registration issued or granted by a government agency or professional body or any statutory requirement, necessary for the supply of the Goods or Services under this contract and includes a current National Criminal History Record Check or a Positive Notice, Yellow Card or Blue Card under any applicable legislation, 'Order' means this Purchase Order for the supply of Goods or Services, ‘Services’ means any services or works to be supplied under this Order, ‘Supplier’ means the party engaged to supply Goods and/or Services under this Order ,Endeavour Foundation means the organisation requesting a supply under this Order and may include Community Solutions Group, Acclaim Apprentices and Trainees, Torgas Inc, SkillsPlus Ltd, BRACE Education Training & employment Ltd or any of their affiliates.
These terms and conditions govern the supply of Goods and Services as specified by this Order and shall be the only terms and conditions relating to the supply. Upon acceptance of this Order by the Supplier, these terms and conditions form part of a binding contract between Endeavour Foundation and the Supplier for the supply of the Goods and/or Services stated on the Order. By supplying the Goods and/or Services stated on this Order, the Supplier is deemed to accept the Order, unless the Supplier has notified Endeavour Foundation within 7 days of receiving the Order and Endeavour Foundation agrees to alternative terms and conditions for the supply.
The price for the Goods and/or Services stated on this Order is firm and cannot be varied except with the prior written consent of Endeavour Foundation. The price includes all costs and expenses incurred in the supply, including travel and delivery charges and consumables, unless otherwise itemised and stated on the Order.
Prior to supplying the Goods or Services, the Supplier must obtain, at its own expense, all necessary Licences and at Endeavour Foundation request, provide a copy to Endeavour Foundation.
The Supplier must, in performing any Services on a premises/site controlled by Endeavour Foundation, or one of its clients, not interfere with any Endeavour Foundation activities or the activities of any person on the premises/site and all applicable laws, regulations and contracts. Time is of the essence for the supply under this Order and contract.
6. Invoices and payments
All invoices issued by the Supplier must quote the Order number and provide details of the Goods or Services supplied (including details of time worked if charged on a time costing basis). Invoices are to be forwarded to the address on the Order. The price on the invoice must show the amount owing ex-GST, the GST component and a total price inclusive of GST. Invoices will be paid 30 days from invoice date month end, unless disputed by Endeavour Foundation. Endeavour Foundation may, on reasonable notice, audit the Supplier's books and records relating to any amounts paid by Endeavour Foundation in connection with the Order.
The Supplier shall provide a delivery advice with each delivery of Goods. All advices must quote the Order number. All Goods shall be suitably packed to ensure they are delivered in good condition to the address on the Order.
Where the Goods are not received by the due date, Endeavour Foundation has the right to cancel the Order in respect of all or part of the incomplete supply and pay only for the supply received. Where the Supplier's inability to supply on time is due to causes beyond its control, the Supplier may request an extension of time as it deems reasonable. Goods delivered in error, or failing to comply with the terms of the Order, shall be returned to the Supplier at the Supplier's expense.
The Supplier agrees to perform its obligations under this Order and contract in a competent and professional manner and to ensure its personnel performing any work are appropriately qualified, skilled and supervised. The Supplier agrees to comply with all laws and regulations and any reasonable requests by Endeavour Foundation. The Supplier shall ensure the Goods and Services conform to any relevant specifications, be undertaken in accordance with any relevant Australian standards, be fit for their intended purpose and any other purpose made known by Endeavour Foundation, be new (unless otherwise agreed), be of merchantable quality and free from any defect in design, materials and workmanship for a minimum of twelve months or for the period of warranty specified in a manufacturer warranty or guarantee. Any defective Goods or Services shall be returned to the Supplier and shall be repaired or replaced or re-supplied at the Supplier's expense.
The Goods may be subject to inspection, testing and approval by Endeavour Foundation at all times and places. Whether paid for or not, Endeavour Foundation shall be entitled to inspect the Goods or carry out any tests required either during manufacture, before dispatch or at the point of delivery.
The Supplier is liable and shall indemnify Endeavour Foundation and its personnel from any claim (including without limitation costs, expenses and legal fees) arising from or in respect of (a) claims that any product infringes any intellectual property rights; (b) the failure of the Supplier to comply with its obligations under this Order and contract, or (c) any personal injury or damage to person, property whether real or personal, insofar as that injury or damages arises out of the Supplier’s negligence, or such negligence of its employees, agents or sub-contractors. The Supplier’s liability and indemnity under this clause is reduced proportionately to the extent that any loss or damage is caused by a negligent act of omission of Endeavour Foundation or its employees. Endeavour Foundation holds the Supplier’s indemnity on trust and for the benefit of its employees and affiliates.
10. Limitation of liability
Endeavour Foundation accepts liability for its negligence and any negligent act or omission of its employees. Endeavour Foundation liability under this clause is reduced proportionately to the extent that any loss or damage is caused by a negligent act of omission of the Supplier or its employees. To the extent permitted by law, in no event will Endeavour Foundation be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
11. Title and risk in goods
Title to Goods, free of encumbrances and other adverse interests, shall pass to Endeavour Foundation upon delivery or payment, whichever is the earlier. Risk in Goods remains with the Supplier until the Goods have been delivered (or where appropriate, installed) at the location specified in the Order and accepted by Endeavour Foundation.
12. Ownership of intellectual property
Where Goods supplied in respect of this Order have been prepared specifically for Endeavour Foundation and are not available to the general public, Endeavour Foundation shall own any copyright subsisting in the Goods, all plans, designs, computers programs and other works created by the Supplier in the course of and for the purpose of this Order. The Supplier grants Endeavour Foundation a non-exclusive, irrevocable, perpetual, free licence (including a right to sublicense) to use, modify, adapt and publish any Goods for any purpose, other than commercial exploitation, to the extent that the Goods embodies any of the Supplier’s intellectual property rights.
13. Governing law
These terms and conditions shall be construed in accordance with the laws of the State of Queensland and the parties submit to the courts of that jurisdiction.
14. Safety and hazardous material
The Supplier must ensure that it and its personnel, including subcontractors observe at all times safe work practices when supplying the Goods or Services. The Supplier is responsible for ensuring that its personnel and subcontractors have undertaken any necessary hazard awareness training for the supply of the Goods and Services and must supply suitable and appropriate safety clothing and equipment for undertaking any work relating to this Order.
The Supplier agrees to keep Confidential Information of Endeavour Foundation as confidential and agrees not to use the information other than for the purposes of this Order; or directly or indirectly disclose the information to any third party, beyond those reasonably involved in the contract on a need to know basis; without the prior written consent of Endeavour Foundation. For the purpose of this clause, "Confidential Information" means any information designated by Endeavour Foundation as confidential, or which is by its nature is confidential. No information will be regarded as confidential if it is already in the public domain; is received by the Supplier from a third party who is lawfully in possession and has the power to disclose the information; becomes available to the Supplier by any means other than a breach of this agreement by the Supplier.
The Supplier acknowledges that it must comply with the Privacy Act 1988 (Cth) and any laws governing privacy or personal or sensitive information and must not engage in any act that would cause Endeavour Foundation to be in breach of any privacy legislation. The Supplier must establish effective measures to safeguard personal and sensitive information from unauthorised access, modification, use, loss or disclosure and ensure that any personal or sensitive information is only used or disclosed in accordance with the privacy legislation. The Supplier must immediately notify Endeavour Foundation of any breach relating to Endeavour Foundation personal or sensitive information.
The Supplier shall obtain and maintain all applicable and appropriate insurances, (including without limitation, public liability, workers' compensation, vehicle, professional indemnity and general commercial insurance) in an amount sufficient to cover the Supplier’s liabilities under this Order.
18. Conflicts of interest
It is the Supplier’s responsibility to avoid any actual or apparent conflicts between the Supplier’s duties or obligations to Endeavour Foundation and other parties. The Supplier must not release any advertising material using Endeavour Foundation name or logo.
Endeavour Foundation may immediately terminate this Order and contract by notice in writing to the Supplier if the Supplier is in breach of a term or condition of this contract. Such termination will be without prejudice to any other right Endeavour Foundation may have at law.
Nothing in this contract constitutes a relationship of partnership or employer and employee between the parties. The parties expressly deny any such relationship.