Supplier T&Cs
Standard terms and conditions
1. General
1.1 These are the terms and conditions referred to in the Edenlife purchase order. All goods and services sold or supplied to Edenlife Communities Pty Ltd (Edenlife) or its related entities are supplied on these Terms and Conditions.
1.2 These Terms and Conditions are in addition to any formal agreement with Edenlife entered into by the Supplier in relation to the Goods or Services (Contract). Should there be any inconsistency between these Terms and Conditions and the Contract, then the Contract shall prevail.
1.3 Edenlife will order goods or services from the Supplier by using a Purchase Order. The Supplier is deemed to accept the Purchase Order the earlier of:
- communicating to Edenlife that it accepts the Purchase Order in writing;
- delivering the Goods ordered in accordance with these Terms and Conditions;
- commencing to carry out the Services the subject of the Purchase Order;
- 7 days after receipt of the Purchase Order unless rejected earlier in writing.
1.4 If the Supplier accepts a Purchase Order, a contract comes into existence (the Agreement) and these Terms and Conditions apply.
2. Interpretation
2.1 In these standard Terms and Conditions:
Goods means any material, plant, parts, item or equipment specified in the Purchase Order.
Manufacture includes grow, extract, produce, process and assemble.
Services means the services as specified in the Purchase Order.
Supplier means the person or persons, including any corporation providing the Goods or Services, as specified in the Purchase Order.
Supplies means the Goods and/or Services as the context requires.
Warranty Period means six (6) months or such longer period specified in the Contract commencing on Acceptance of the Goods and the Services.
2.2 Headings are not part of the Terms and Conditions.
3. No exclusivity
3.1 The Supplier acknowledges that these Terms and Conditions do not confer any right on the Supplier to be a sole or exclusive supplier of the Goods or Services or similar Goods or Services.
3.2 Nothing in these Terms and Conditions obliges Edenlife to request, procure or acquire any minimum level or expected level of Goods or Services from the Supplier.
4. Delivery and packing of goods
4.1 Goods are taken to be delivered when the Goods arrive at the point nominated in the Purchase Order (Delivery).
4.2 Delivery of Goods must be achieved by the date and time for Delivery specified in the Purchase Order and if no date or time is specified, the Goods must be delivered promptly, expeditiously and with due diligence without delay.
4.3 Edenlife can specify in writing a later time for Delivery.
4.4 The Goods must be:
- Packed and protected having regard to industry accepted methods of carriage, handling and weather conditions;
- Packing using minimal or environmentally friendly packaging material where practical;
- Provided and fitted with adequate handling devices required for lifting and handling; and
- Delivered with a delivery docket, packing note or invoice, quoting the Purchase Order number, quantity dispatched, description of the Goods and consignment marked as being for Edenlife and showing the correct Purchase Order number.
4.5 Edenlife may inspect the Goods upon Delivery or at anytime thereafter.
5. Acceptance
5.1 Acceptance means the stage in the carrying out and completion of the supply of Goods and Services when:
- the Goods and Services comply in all respects with the requirements of the Terms and Conditions and any Contract including all warranties.
- all tests and re-tests required by the Contract to be carried out and passed and have been carried out, passed and accepted by Edenlife; and
- all original equipment manufacturer manuals and warranties, documents and any other information reasonably requested by Edenlife have been supplied.
5.2 When the Supplier believes that the Goods and Services are Acceptable, it must promptly notify Edenlife in writing.
5.3 Following notice in accordance with clause 5.2, Edenlife will promptly inspect or test the Goods and Services then, by written notice, Edenlife may (acting reasonably) either:
- if the Goods and Services are Acceptable, accept the Goods and Services (Acceptance) or part of them;
- if the Goods and Services are not Acceptable:
- reject the Goods and Services or part of them and rely on the remedies in clause 5.4; or
- accept the Goods and Services or part of them and offset a reasonable amount from the Price.
5.4 If any Goods and Services are rejected, Edenlife may:
- require the Supplier to collect the Goods and/or demobilise any Services at its own cost;
- require the Supplier to rectify, at its own cost, the Goods and Services and resubmit them; and/or
- appoint a third party to complete or re-perform the supply of the Goods and Services and the Supplier shall reimburse Edenlife for any costs incurred.
5.5 Any delivery or acknowledgement of receipt of Goods and Services, including by signing ‘acceptance’ forms or similar, does not constitute Delivery or Acceptance.
6. Quality
6.1 Goods:
- the Goods must be free from defects in materials and workmanship, fit for purpose and of merchantable quality; and
- unless otherwise specified, must be new and not used or second hand.
6.2 Services:
- must be performed by competent, appropriately qualified and trained personnel;
- be carried out with due care, skill, competence and diligence; and
- use tools and equipment which comply with all applicable laws and are in a safe working condition.
6.3 The Supplier must obtain and assign to Edenlife the benefit of all warranties in clauses 6.1 and 6.2 from its contractors, suppliers or consultants in relation to the Goods and Services.
6.4 If, during the Warranty Period, Edenlife discovers a defect(s), in the Goods and Services, Edenlife may direct the Supplier to rectify the defect(s) within a reasonable time.
6.5 If the Supplier fails to rectify a defect in accordance with Edenlife’s direction and fails to promptly (and at the latest within 7 days) show cause why the defect(s) were not rectified, Edenlife may require the Supplier to:
- collect the Goods and demobilise any personnel carrying out the Services; and/or
- re-supply any Goods and Services or otherwise rectify them and submit them again for Acceptance, within such time or times as Edenlife (acting reasonably) direct, without limited any other remedies available to Edenlife.
6.6 If the Supplier fails to rectify the defects in accordance with clause 6.5, Edenlife may do any one or more of the following:
- promptly rectify the defects itself or engage a third party to do so;
- sell any defective Goods or return them to the Supplier; and/or
- elect to accept any defective Goods and Services as a variation and adjust the Price accordingly, and recover its additional costs and expenses incurred in doing so from the Supplier as a debt due and payable to Edenlife.
7. Payment
7.1 The rates or prices for the Goods and Services including any deposits are fixed and set out in the Purchase Order.
7.2 The rates and prices include all things necessary and incidental to the supply of the Goods or Services including packaging, travel, freight, insurance, duties, taxes (excluding GST).
7.3 At the time specified in the Contract or if none, upon acceptance by Edenlife of the Goods and Services, the Supplier may issue an invoice to Edenlife.
7.4 The invoice must:
- be addressed in accordance with the Purchase Order;
- identify the Purchase Order number;
- be a tax invoice for GST purposes; and
- where explanation is necessary, be accompanied by documentation substantiating the amount claimed.
7.5 Edenlife may offset or deduct from an invoice, any amount which it considers, acting reasonably, is due or may become due from the Supplier to Edenlife or withhold any dispute portion of the invoice.
7.6 Save to the extent offset under clause 7.5, Edenlife will pay invoices which comply with clause 7.4 within thirty (30) days from the end of the month in which the invoice was received.
7.7 Any payment for Goods and Services does not constitute acceptance nor waive or prejudice any rights Edenlife may have under these Terms and Conditions.
8. Delay and Force Majeure
Force Majeure event means:
- strikes, lockouts or other labour disturbances;
- riots, war, acts of terrorism;
- extraordinary weather; or
- any other cause beyond the reasonable control of the affected party which by exercise of reasonable diligence could not have been prevented or provided against, except financial distress.
8.1 If the Supplier considers that it will or may be delayed in supplying any Goods and Services, the Supplier must notify Edenlife within 7 days of becoming aware, or ought reasonably to have been aware, of the likely delay.
8.2 Provided that notice has been given under clause 8.1 to the extent that the Supplier is delayed in achieving Deliver and/or Acceptance by the Date for Delivery and/or the Date for Acceptance due to:
- a Force Majeure event; or
- any breach of Edenlife, its agents or contractors,
then, to the extend of that delay, the Supplier will be entitled to, and Edenlife will allow the Supplier, an extension to the Date for Delivery and/or Acceptance.
8.3 Notwithstanding anything to the contrary herein, in the event a Force Majeure event has a material adverse impact on the provision of Services or Goods for a period of sixty (60) days or more, Edenlife may, by notice to the Supplier, terminate this Contract with immediate effect without any cost or lability whatsoever expect for costs of Goods and Services performed up to the date of such Force Majeure event.
8.4 Except as otherwise provided by this clause, the Supplier has no entitlement to extra time or costs due to a delay or disruption to the supply of the Goods and Services.
9. Risk and Title
9.1 Risk in connection with the Goods passes on Delivery in accordance with this clause.
9.2 Title, property and ownership in the Goods passes to Edenlife upon payment of the Price.
9.3 After title passes, the Supplier must promptly remove any security interest and Edenlife may register a security interest in relation to the Goods.
9.4 Each party waives its rights to any verification statements under s157 of the Personal Properties Securities Act 2009 (Cth) (PPSA) and any other notices required under the PPSA, including but not limited to s 95, 96, 118, 188, 120, 123, 125,126, 128-135, 142 and 143 to the extent permitted at law.
9.5 Neither party may register, sell, hire, lease, assign rights to or dispose of any security interest in relation to Goods other than as permitted by these Terms and Conditions.
10. Indemnity and Insurance
10.1 The Supplier must indemnify Edenlife, its employees, agents and subcontractors from and against all liability in respect of:
- the illness, injury or death of any person; and
- loss or damage to the property of any person;
- caused or contributed to by the Supplier save to the extent caused or contributed to by Edenlife.
10.2 Before commencing the supply of any Goods and Services, the Supplier must obtain and maintain until the end of the Warranty Period (without limited subclause 10.2(f)):
- public and products liability insurance with a limit of not less than $10,000,000 for any one occurrence in relation to public liability and $10,000,000 for any one occurrence and in the annual aggregate in relation to products liability.
- workers compensation and employers’ liability insurance (including common law liability insurance for an amount of not less than $50,000,000 per occurrence) or as otherwise required by law and where permitted by law, include a principal’s indemnity extension at statute and common law and a waiver of subrogation in favour of Edenlife;
- if Goods are being supplied, goods in transit insurance covering physical loss or damage for not less than the total invoice value of the Goods supplied;
- motor vehicle third party property liability insurance with a limit of not less than $10,000,000 per claim;
- insurance covering physical loss or damage to the Supplier’s own property, equipment, and materials owned, hired, leased or used by the Supplier for their full replacement value;
- if professional services are being performed, obtain professional indemnity insurance with a limit of liability of not less than $5,000,000 per occurrence for a period of seven (7) years after the expiry of the Warranty Period; and
- any additional insurance required by law or as requested by Edenlife from time to time.
10.3 The Supplier must:
- pay the deductible, excess or self-insured retention in connection with any claim made in respect of any insurance policy effected under clause 10.2;
- ensure that each insurance policy referred to in c 10.2 is effected with an insurer or insurers of reputable standing;
- on request, provide Edenlife with current insurance certificates from the relevant insurer or insurers or the Supplier’s insurance broker for each insurance policy required under c 10.2; and
- promptly and without delay notify Edenlife if an insurer gives a notice of cancellation or other notice in respect of any insurance policy.
10.4 The Supplier must endeavour to ensure that all of the Supplier’s subcontractors effect and maintain insurance as required by c 10.2 (including as to amounts of insurance and type of insurance)
11. Intellectual Property
Intellectual Property means all intellectual property, including but not limited to patents, copyright (including all copyright in software), registered designs, registered and unregistered trademarks, rights to have information kept confidential, processes, inventions, improvements, innovations, modifications and discoveries, right in ideas, formulae, algorithms concepts, whether or not capable of being secured, registered or protected by any means.
11.1 Each party owns and retains title to all Intellectual Property created prior to, or independently of, the supply of the Goods and Services under this Agreement.
11.2 All Intellectual Property created or developed by the Supplier for the purpose of or in the course of supplying the Goods and Services vests in and becomes the property of Edenlife.
11.3 If necessary for the provision of the Goods and Services, each party shall grant to the other an exclusive, non-transferable royalty free license to use its Intellectual Property for the sole purpose of providing the Goods and Services under this Agreement and for no other purpose.
11.4 The Supplier shall not, without the prior written consent of Edenlife:
- copy, reproduce or replicate Edenlife’s Intellectual Property;
- disclose Edenlife’s Intellectual Property to any person or organisation; or
- represent to any person or organisation that the Supplier owns or has any rights in relation to Edenlife’s Intellectual Property.
11.5 The Suppler shall indemnity and keep indemnified Edenlife from and against all liabilities in respect of any actual or alleged infringement of Edenlife’s Intellectual Property rights in connection with this Agreement.
12. Assignment and Subcontracting
21.1 The Supplier must not assign or subcontract any of its rights or obligations under these Terms and Conditions, without the prior written consent of Edenlife.
12.2 The Supplier is responsible as agent for the acts and omissions of its contractors and their subcontractors.
12.3 Park 1F of the Civil Liability Act 2002 (WA) is excluded from these Terms and Conditions.
13. Termination
Termination for cause.
13.1 Either party may terminate the Agreement effective immediately, by notice in writing to the other party, if:
- a party breaches a material obligation and fails to rectify that breach within 14 days of a written request by the other party to do so; or
- a party becomes bankrupt, insolvent, has an external administrator appointed or fails to set aside or have revoked (within the time required) a statutory demand.
13.2 If a party terminates under c 13.1, each party will be entitled to their remedies at law as if the other party had repudiated the Agreement and the terminating party had accepted that repudiation and elected to terminate.
13.3 Upon receipt of a notice of termination under this Agreement, the Supplier must cease the supply of the Goods and Services as soon as practicable and in any event, not later than seven (7) days after receipt of the notice of termination.:
- remove and demobilise all of the Supplier’s equipment, debris and other property and leave the site in a tidy and safe condition;
- take all reasonable action to mitigate any claims and costs that may be incurred by the Supplier as a result of the termination; and
- provide Edenlife with a report in relation to the Goods and Services performed up to and including the date of termination.
Termination for Convenience
13.4 Edenlife may, without cause in its sole discretion and for its own convenience terminate the Contract, or any part of it, on 14 days’ written notice.
13.5 If Edenlife terminates the Contract, or any part of it, for convenience under c 14.1, the Supplier will be entitled to be paid:
- the Price for any Goods supplied and Services performed in accordance with the Contract up to and including the date of termination only.
13.6 The entitlement set out in c 13.5 is the Supplier’s sole and exclusive remedy in relation to a termination for convenience under this clause by Edenlife and is not entitled to any other lost profits, opportunity or anticipated savings.
14. Applicable Law and Commonwealth Policies
14.1 The Terms and Conditions will be governed by and construed in accordance with the laws in force in Western Australia.
14.2 The Supplier shall, in its dealings with its employees, have due regard to Commonwealth policies on employment, including equal employment opportunity, access and equity, affirmative action, occupational health and safety and workplace practices.
15. Waiver
A party’s failure or delay to exercise a power or right does not operate as a waive of the power or right. A waiver is not effective unless it is in writing.
16. Variation
The contract will only be varied by written agreement between Edenlife and Supplier. Edenlife and the Supplier shall act reasonably in deciding whether to agree to a variation, as requested by the other party.
17. Negation of employment, partnership and agency
This contract does not create a relationship of employment, agency or partnership between the Supplier and Edenlife.
18. Goods and Services Tax
18.1 Unless otherwise stated expressly, all rates and Prices under these Terms and Conditions and any Contract are exclusive of GST.
18.2 Edenlife is not liable to pay any claim by the Supplier until it receives a valid tax invoice for the amount.
Updated 21 February 2023
