These are Victoria University's standard goods and services terms and conditions, which apply to work orders (and similar) issued by the University.
The following definitions apply to these terms and conditions:
Contractor means the party named as such in the Work Order.
Defective means Goods and/or Services (or any aspect of them) which are not in accordance with the Work Order or which are damaged, deficient, faulty, inadequate or incomplete.
Delivery Address means the location where any Goods and or Services are to be delivered as described in the Work Order.
Delivery Date means the date and time the Goods and/or Services are to be delivered as described in the Work Order.
Goods means the items, if any, described in the Work Order.
GST has the meaning given to that term under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Commonwealth, State and local government legislation including regulations, by-laws, orders, awards and proclamations;
- Common law and equity;
- Authority requirements and consents, industry standards, certificates, licences, permits and approvals (including conditions in respect of those consents, certificates, licences, permits and approvals);
- Guidelines of any authorities or industry bodies with which the Contractor is legally required to comply.
Price means the dollar amount in $AUD (excluding GST) for the Goods and/or Services specified in the Work Order.
Services means the services, if any, described in the Work Order.
University means Victoria University (ABN 83 776 954 731).
Work Order means a document ordering Goods and/or Services issued by the University to the Contractor from time to time containing, amongst other things, a description of the Goods and/or Services.
Supply of goods and/or services
- In consideration of payment of the Price by the University, the Contractor must supply to the University the Goods and/or perform the Services in accordance with the Work Order and these terms and conditions.
- These terms and conditions:
- form the terms and conditions of the agreement to supply the Goods and/or Services; and
- cannot be waived, varied or modified in any way without the express written consent of the University.
These terms and conditions will however not supersede or replace any contract executed by authorised signatories of the Contractor and the University which specifically covers the Goods and/or Services to which a Work Order relates.
- The Contractor must, in supplying the Goods and/or Services:
- not interfere with the University's activities or the activities of any other person at the Delivery Address;
- be aware and comply with and ensure that the Contractor's employees, agents and contractors are aware of and comply with:
- all applicable Law;
- all site standards and procedures (where applicable); and
- all lawful directions and orders given by the University's representative or any person authorised by Law to give directions to the Contractor;
- ensure that the Contractor's employees, agents and contractors entering the University's premises perform in a safe manner and are properly qualified for, and skilled in, the performance of their tasks and are of such character as not to prejudice:
- safe work practices;
- safety and care of property; and
- continuity of work.
Delivery of Goods
- The Contractor must deliver the Goods to the Delivery Address by the Delivery Date.
- The Contractor must notify the University as soon as practicable if the delivery of the Goods is likely to be delayed.
- The Contractor must ensure:
- the Goods delivered correspond with the Goods ordered
- the Goods are suitably packed to avoid damage in transit or storage; and
- that it complies with any delivery instructions as specified by the University.
- In any case where the Goods delivered are Defective and must therefore be returned to the Contractor, the Contractor is responsible for paying all costs for returning the Goods.
- Where the Contractor delivers any Goods in excess of the quantity specified in the Work Order, the University reserves the right to return the excess Goods at the risk and expense of the Contractor
Time for performance of Services
- The Contractor must perform the Services by the date specified in the Work Order.
- The Contractor must notify the University as soon as practicable if the provision and/or completion of the Services is likely to be delayed.
Goods title and risk
- Title in the Goods passes to the University upon payment of the Price.
- Risk in the Goods passes to the University upon the Goods being inspected by a University representative and confirmed not to be Defective.
- The Contractor warrants to the University that the Goods;
- are fit for the purpose for which the Goods, or Goods of the same kind, are usually acquired and any other purpose of the University made known to the Contractor;
- will function and perform in all respects as represented by the Contractor;
- comply with every aspect of the Goods' description in the Work Order or, if there is no description, high industry quality standards for their manufacture;
- comprise of new and unused components;
- are of merchantable quality;
- are free from all faults and defects;
- do not, and the University's use of the Goods will not, infringe any intellectual property rights of any person;
- are free of any third party or other security interests; and
- comply with all relevant Law.
- The Contractor warrants to the University that the performance of the Services will:
- comply with every aspect of the Services' description in the Work Order, if there is no description, the highest industry quality standards for their performance;
- be performed with all due care and skill;
- will provide the functionality and performance represented by the Contractor;
- be provided to the University free of any restrictive covenants imposed by any other party; and
- comply with all relevant Law.
Defective Goods or Services
- If the Goods or Services are defective, the University may, without limitation to any other rights it may have and at its sole and unfettered discretion:
- require the Contractor to repair or resupply the Goods at the Contractor's expense;
- require the Contractor to re-supply the Services at the Contractor's expense;
- require the Contractor to provide a refund of any money paid by the University to the Contractor;
- reimburse the University for any expenses incurred in repairing, re-supplying or making good (as the case may be) any Defective Goods and/or Services.
- If GST is imposed on any supply made by the Contractor under or in connection with the Work Order, the Contractor may recover from the University in addition to the Price, an amount equal to the GST payable in respect of that supply of Goods and/or Services.
- The Contractor must first provide a valid tax invoice to the University before the University will pay the GST amount to the Contractor.
Invoicing and payment
- Upon delivery of the Goods and/or completion of the Services, the Contractor must promptly provide the University with a copy of the Work Order and a valid tax invoice.
- The invoice must include the following details:
- a reference to the Work Order including the line item numbers (if any) on the Work Order;
- a detailed description of the delivered Goods or performed Services, including the Delivery Date and/or period the Services were rendered;
- an individual reference number for the University to quote when remitting payment;
- the Price relating to the Goods and/or Services, broken down to reflect the same Price components on the Work Order;
- the amount of any applicable GST;
- the University campus and location where the Goods were delivered and/or the Services rendered; and
- the University contact person.
- If the University requests, the Contractor must provide the University will all relevant records and information to calculate and verify the amount set out in any invoice.
- The University is not obliged to approve any invoice submitted by the Contractor and may withhold approval and/or money due to the Contractor if:
- the Goods or Services (or any part of them) are Defective; and/or
- the Contractor has not provided the University with a valid Work Order with respect to the Goods and/or Services being claimed.
- Subject to the Goods and/or Services:
- not being Defective;
- not damaging any property of the University, its employees, agents or contractors;
- being supplied/delivered to the satisfaction of the University; and
- the amount not being disputed;
- the University will pay all invoices within:
- the time prescribed by any contract entered into by the parties; or
- the time set out on the Work Order; or
- 45 days of receipt of the invoice.
- Any disputes between the Contractor and the University shall be dealt with as follows:
- the parties must use their best efforts to resolve any dispute in good faith without involving other parties.
- the parties may at any time give written notice to the other party requesting that a meeting take place to seek to resolve the dispute. If such notice is given, nominated senior representatives of both parties must meet within five business days of the notice and endeavour to resolve the dispute. If such a meeting does not take place or if after ten business days of the meeting the dispute remains unresolved, either party may pursue their rights at law.
- These terms and conditions are to be interpreted in accordance with the laws of the State of Victoria.
- Each party irrevocably submits to the jurisdiction of the courts of the State of Victoria and waives any objection on the basis of forum non conveniens.
- If any provision of these terms and conditions are invalid or unenforceable, the provision in question is to be read down or severed to the extent of the invalidity or unenforceability which will not affect the remaining provisions.
- The Contractor may not assign or novate its rights and obligations under these terms and conditions without the University's prior written consent.
- The University may terminate a Work Order (to the extent the Work Order has not been fully satisfied), immediately on written notice to the Contractor if the Contractor has breached any of these terms and conditions.
- On termination, the University may;
- cease payments for any Goods and/or Services not delivered; and
- recover from the Contractor all sums paid for Goods not delivered and/or Services not provided.
- The University will not be held liable for any loss or damage suffered by the Contractor by reason of a termination as a result of the Contractor breaching these terms and conditions.
- If in the performance of the Work Order or otherwise, the Contractor obtains or becomes aware of any sensitive or confidential information relating to the University, the Contractor must not without the University's prior written consent, disclose any such confidential information to any person except:
- to the extent as permitted by Law; or
- as required to deliver the Goods and/or perform the Services.
- The University shall become the owner and shall acquire and hold the copyright in all plans, specifications, drawings, diagrams, patterns, dyes, blocks, plates and materials (Materials) prepared by the Contractor in the course of and for use in respect of this Work Order save where those Materials are prepared in respect for goods and/or services of a general nature which are to be available for supply to the wider public.
- Prior to delivering the Goods and/or perform the Services, the Contractor must obtain any insurance:
- necessary or prudent to deliver the Goods and/or perform the Services; and
- necessary to cover its liability under this agreement.