S&K ELECTRICAL CONTRACTING PTY LTD

PURCHASE ORDER TERMS AND CONDITIONS

Unless specifically stated otherwise, the following clauses shall form the Company’s terms and the conditions.

1. DEFINITIONS

GOODS shall mean the materials, products or services to be purchased or to be supplied as specified in the PURCHASE ORDER and/or any part thereof.
PURCHASER shall mean S&K Electrical Contracting Pty. Ltd.
PURCHASE ORDER shall mean the PURCHASE ORDER form, this document and any other document listed herein and shall constitute the entire agreement between the parties.
SUPPLIER shall mean any person or company having a contract for the supply of GOODS to PURCHASER.

2. DELIVERY TIME

Time is of the essence for the PURCHASE ORDER. The time stipulated for delivery of GOODS shall be strictly adhered to.

Without prejudice to SUPPLIER’S obligation to deliver the GOODS on time, SUPPLIER shall give PURCHASER notice in writing immediately if any delay is foreseen. Failure to deliver on the date specified or subsequently agreed shall entitle PURCHASER (without prejudice to any other rights it may have)

to cancel order without any penalty to PURCHASER; or
Refuse to accept any subsequent delivery of the GOODS which the SUPPLIER attempts to make; or
Recover from the SUPPLIER any expenditure reasonably insured by the PURCHASER in obtaining the GOODS in substitution from another SUPPLIER; or
Claim damages for any additional costs incurred by the PURCHASER which are in any way attributable to the SUPPLIER’s failure to deliver the GOODS on the due date.

3. INSPECTION

SUPPLIER shall be responsible for ensuring that all inspections and testing of the GOODS are properly and adequately performed.
SUPPLIER shall ensure that PURCHASER or any third party appointed by it, has the opportunity to inspect and witness any testing of the GOODS at any time at SUPPLIER’s workplace or at any other places where such GOODS may be.
Such inspection or testing including the witnessing thereof, shall not relieve SUPPLIER from any of its responsibilities and liabilities under the PURCHASE ORDER.
The GOODS will be subject to final inspection and acceptance or rejection upon arrival at their destination as specified in the PURCHASE ORDER.

4. PAYMENT

All invoices must be received at the PURCHASER’s Head Office by the last day of the month, to be included in that months accounts, unless Specified.
Payment will be effected within thirty (30) days from the end of the calendar month in which an undisputed invoice (together with supporting documents) is received by the PURCHASER, provided always that the PURCHASER has accepted the GOODS, or as otherwise agreed and stipulated in the PURCHASE ORDER.
All invoices must quote a valid Purchase Order Number.
All invoices and statements must be directed to our Head Office Postal Address or via email to [email protected]. Failure to provided invoices directly to the Head Office via email or PO Box may result in delay of payment.

5. CHANGE

PURCHASER reserves the right at any time to make changes in the PURCHASE ORDER or any part thereof.
No change to or modification of the items, specifications, terms, conditions and prices appearing in the PURCHASE ORDER shall be binding upon PURCHASER unless expressly agreed in writing by PURCHASER. SUPPLIER shall promptly notify PURCHASER in the event that any GOODS subject of the PURCHASE ORDER are affected by changes in drawings, specifications or design, but SUPPLIER shall not without prior written consent of PURCHASER incorporate any such changes in the order.

6. PASSING OF PROPERTY AND RISK

Property and risk in the GOODS shall remain with SUPPLIER until they are delivered at the point specified in the PURCHASE ORDER and a delivery order is signed. The passing of property shall not affect the right to reject the GOODS.

7. ACCEPTANCE

In the case of GOODS delivered by SUPPLIER not conforming with the PURCHASE ORDER whether by reason of not being of the quality or in the quantity or measurement stipulated or being unfit for the purpose for which they are required, PURCHASER shall have the right to reject such GOODS within a reasonable time of their delivery and inspection and to purchase elsewhere and to claim for any additional expense incurred without any prejudice to any other right which PURCHASER may have against SUPPLIER. The making of any prior payments by PURCHASER shall not prejudice PURCHASER’S right of rejection.

8. TERMINATION

For Default:
In the event of any breach of any of the terms and conditions of the PURCHASE ORDER including failure to deliver by the due date, then PURCHASER without prejudice to any other rights, may terminate the PURCHASE ORDER and may return GOODS previously supplied under the PURCHASE ORDER for full credit by SUPPLIER. In the event of termination due to non-delivery or non-acceptance due to SUPPLIER’s breach of the terms and conditions hereof, SUPPLIER shall undertake to reimburse all monies paid by PURCHASER prior to the date of termination including all direct costs and expenses incurred by PURCHASER arising from or in connection with the termination.
For Liquidation or Reconstruction:PURCHASER may terminate the PURCHASE ORDER with immediate effect:
1. if SUPPLIER goes into liquidation, becomes bankrupt or has a winding up order made against it.
2. in the event of the ownership or control of SUPPLIER being materially altered.
3. For Convenience:
  The PURCHASE ORDER may be terminated at any time by PURCHASER giving notice in writing. On receipt of such notice, SUPPLIER will cease production or delivery of the PURCHASE ORDER. In full settlement, PURCHASER shall pay a fair and reasonable price for all GOODS delivered or in a deliverable state at the date when such notice is given together with such other changes occasioned directly by the termination as PURCHASER shall consider reasonable.

For Default:
In the event of any breach of any of the terms and conditions of the PURCHASE ORDER including failure to deliver by the due date, then PURCHASER without prejudice to any other rights, may terminate the PURCHASE ORDER and may return GOODS previously supplied under the PURCHASE ORDER for full credit by SUPPLIER. In the event of termination due to non-delivery or non-acceptance due to SUPPLIER’s breach of the terms and conditions hereof, SUPPLIER shall undertake to reimburse all monies paid by PURCHASER prior to the date of termination including all direct costs and expenses incurred by PURCHASER arising from or in connection with the termination.
For Liquidation or Reconstruction:PURCHASER may terminate the PURCHASE ORDER with immediate effect:
1. if SUPPLIER goes into liquidation, becomes bankrupt or has a winding up order made against it.
2. in the event of the ownership or control of SUPPLIER being materially altered.
3. For Convenience:
  The PURCHASE ORDER may be terminated at any time by PURCHASER giving notice in writing. On receipt of such notice, SUPPLIER will cease production or delivery of the PURCHASE ORDER. In full settlement, PURCHASER shall pay a fair and reasonable price for all GOODS delivered or in a deliverable state at the date when such notice is given together with such other changes occasioned directly by the termination as PURCHASER shall consider reasonable.

9. LIABILITY AND INDEMNITY

SUPPLIER shall be responsible for and shall indemnify PURCHASER from and against all claims, proceedings, demands and causes of action in respect of any damage, loss or injury (including death) to any person or property arising out of SUPPLIER’s negligence, acts or omissions, without regard to whether any negligence, act or omissions of PURCHASER contributed to such injury, death or property damage.

10. PATENT INDEMNITY

SUPPLIER shall protect, indemnify and hold harmless PURCHASER and its personnel against any and all liability, loss or expense by reason of any claim, action or litigation in respect of any patent, copyright or trademark, foreign or domestic, resultant from the use or resale of GOODS.

11. LICENCE AND PERMIT

If execution of the PURCHASE ORDER requires any licence or other permit issued in the country of shipment and/or origin, the PURCHASE ORDER shall be conditional upon such licence or other permit being available at the relevant time. SUPPLIER shall be fully responsible for obtaining the necessary licence and permit.

12. WARRANTY

SUPPLIER warrants to PURCHASER and its clients that the GOODS shall comply in every respect with any specifications, drawings and other data forming part of the PURCHASE ORDER and shall be free of defective materials or workmanship and is complete without any omissions. SUPPLIER shall be fully responsible for making good immediately upon being notified by PURCHASER any omission and defects in the GOODS or any portion thereof which may appear or occur during the warranty period, which shall not in any case be less than twelve (12) months from the date of completion of offshore commissioning or eighteen (18) months from the date of shipment, whichever occurs first. SUPPLIER shall ensure that the warranty is directly extended to the PURCHASER and, at the PURCHASER’s option, the PURCHASER may exercise any of the warranty herein directly against the manufacturer of the GOODS and its agents. SUPPLIER’s liability hereunder shall extend to all damages directly cause by the omissions or defects, including incidental damages such as removal, inspection, costs of return or storage. SUPPLIER shall not be liable for any indirect, remote or consequential losses.

13. CONFIDENTIALITY

Any PURCHASE ORDER placed by the PURCHASER including all accompanying designs, drawings, specifications and information which may be treated as confidential and in particular the SUPPLIER shall not make use of the PURCHASER’S NAME or the name of any companies associated with the PURCHASER for publicity purposes without the consent of the PURCHASER.

14. FORCE MAJEURE

Neither party shall be liable for any failure to fulfil any term of the PURCHASE ORDER if fulfilment has been delayed interfered with or prevented by force majeure. Force majeure may only be involved if the event preventing the fulfilment is due to no fault of the obligor, is not for his risk and has occurred since the obligation came into being.

15. TAXES AND DUTIES

All taxes, fees and duties assessed against SUPPLIER, in connection with the PURCHASE ORDER by national or local authorities having jurisdiction over SUPPLIER at its place of business and at place of execution of the PURCHASE ORDER shall be for SUPPLIER’s account.

16. INSURANCE

SUPPLIER shall effect and maintain at its own cost, all applicable insurances as required by law and to cover SUPPLIER’s responsibilities and liabilities under the PURCHASE ORDER. Nothing contained herein shall serve in any way to limit or waive SUPPLIER’s responsibilities or liabilities under the PURCHASE ORDER.

17. APPLICABLE LAW

The PURCHASE ORDER shall be governed, construed and shall take effect in accordance with the laws of Australia and SUPPLIER agrees to submit to the exclusive jurisdiction of the Australian Courts.

18. ENTIRE AGREEMENT

The terms and conditions set out on the PURCHASE ORDER together with any subsequent amendments made in writing by PURCHASER represent the entire terms and conditions of the agreement between the PURCHASER and SUPPLIER.

19. SPECIAL CONDITIONS

Where special conditions are stated in the PURCHASE ORDER, those conditions shall apply equally with the general terms and conditions shown herein except that where there is any inconsistency between the general and special conditions, the special conditions shall apply.

20. SAFETY

Where a service is being provided on property occupied by PURCHASER, SUPPLIER shall be responsible for the safety of all persons engaged on the work, and all persons who may be affected by activities of SUPPLIER and shall comply with all PURCHASER’s safety regulations and procedures.

21. WAIVER

Failure by PURCHASER to enforce the performance of any of the provision of the PURCHASE ORDER shall neither be deemed to be a waiver of its rights hereunder nor shall it affect the validity of the PURCHASE ORDER in any way. Any waiver by PURCHASER to any breach of the PURCHASE ORDER shall not constitute a precedent nor bind the parties to any subsequent breach by SUPPLIER.

These terms and conditions the full terms and conditions and the exclusion of all the other terms and conditions (excluding any terms which the SUPPLIER propose to apply under any PURCHASE ORDER, confirmation of order, specification or other document).

SCHEDULE B CLIENT TERMS & CONDITIONS

These business terms and conditions are to be read in conjunction with and form a part of S&K Electrical Contracting Pty Ltd’s (“SKEC”) Client Credit Application (“Application”). On acceptance of the Application the Client becomes contractually bound by the “conditions” set out below. “the Client” means the party to whom SKEC has agreed to supply goods pursuant to the proposal(s); “goods” means the goods and/or services agreed to be supplied by SKEC and purchased by Client pursuant to the Application.
It is agreed that if any provisions of these Terms and Conditions should be determined to be void by any Court of Contempt jurisdiction, then such determination shall not affect other provisions hereof, all of which provisions shall remain in full force and effect.
All proposal(s) are valid for thirty (30) days and subject to confirmation thereafter.
All works will be performed during business hours Monday to Friday 6.00am to 6.00pm unless otherwise stated (or previously provided in writing. Should works be conducted outside these hours, additional charges will be incurred by the Client.
SKEC will endeavour to meet the proposed estimated time frame to conduct works however Client acknowledges this is an estimate only and not a deadline.
No allowance has been made for on-site induction or permit to work requirements unless otherwise stated (or previously advised in writing).
SKEC has allowed for reasonable continuity to perform work. Should works not be completed due to Client request or unforeseen circumstances such as hard digging, additional charges will be incurred by the client.
A minimum site service fee (initially 1.0 hour minimum and then 0.5 hour subsequent minimum charges) will apply if client agreed scheduled works are altered once SKEC staff has been assigned the task.
Additional charges will be incurred if any site-specific requirements such as access restrictions, isolations/de-isolations and safety standards have not been advised in writing/email prior to proposal acceptance.
Liquidated Damages. Unless this is noted in the Client’s Terms and Conditions during tender, SKEC have made no allowance for this in our tender or quotation submission.
Security or Money Retention. Unless this is noted in the Client’s Terms and Conditions during tender, SKEC have made no allowance for this in our tender or quotation submission.
Client may not alter or cancel a purchase order without SKEC’s prior written consent. If SKEC agrees to alter or cancel the Purchase Order, Client will indemnify SKEC against loss, damage and expense incurred by SKEC in relation to the alteration or cancellation of that Purchase Order, including the cost of return freight to factory of origin, items purchased from third parties for inclusion in the goods and all labour and engineering costs incurred by SKEC in the execution or part execution of the goods and including compensation payable to any of SKEC’s suppliers and loss of profit.
SKEC reserves the right to suspend works if existing Client infrastructure is found to be faulty or dangerous. SKEC has the right to claim for any time or parts consumed, and losses suffered (if applicable) by said event occurring.
No allowance made for repair of any faulty and/or dangerous electrical wiring or infrastructure found during works conducted by SKEC. All quotations are submitted under the understanding that all pre-existing wiring and infrastructure have been installed in accordance with the relevant standards and are in sound condition.
If the Client defaults in payment of any amount, the Client irrevocably gives to SKEC a right in addition to and without limitation of any other right S&K may have to enter, using reasonable force if necessary and without notice, any premises where the equipment is kept by the Client and to take possession of the same and thereafter deal with the equipment as its own.
All risk for loss or damage to goods supplied shall pass to the Client at the time of supply/installation.
SKEC reserves the right to request an up-front deposit (on application) prior to work commencement and submit ongoing progress claims during works conducted.
Any change that affects the trading address, legal entity, structure of management or control of the clients business will be notified to SKEC, in writing, within seven (7) days of the change becoming effective.
The statements made by SKEC in relation to characteristics and potential applications of the goods are made in good faith to assist the Client, but, except where the Competition and Consumer Act 2010, as amended, and similar state laws impose liability upon SKEC, SKEC shall not be liable for the consequence of such statements.
Maintenance proposals do not include parts/consumables or additional labour if and when necessary.
The client should ensure all health and safety regulations are observed whilst SKEC staff are on the Clients premises.
Thirty (30) days written notice by either party will be required to suspend any scheduled contracted maintenance agreements. Seven (7) days’ notice must be given to scheduled reactive projects.
Other than is provided in clauses 9, 16, 21, 23, 24, 25, 26, 27, 28, 29, 30 and 31, SKEC makes no warranties or representations to client with regard to warranty and limitation of liability for goods.
SKEC reserves the right to register a security interest for the purposes of Personal Property Act 2009, as amended. The Client agrees to provide SKEC with all such information that SKEC requires in order to register a security interest at any time. The Client will immediately advise SKEC of any changes which may affect SKEC’s security interest.
No allowance made, unless otherwise noted, for the use of elevated work platform (EWP) or patching or painting of any part of the building.
SKEC warrants the goods to be free from defects in workmanship and materials, other than is provided for in clause 28, under normal use and service for a period of one (1) calendar year from the delivery (warranty period). This warranty does not cover costs of recovery of the goods from the site or damage, fault, failure or malfunction due to external causes including accident, abuse, misuse, mechanical or electrical overload, abrasion, corrosion, incorrect installation, failure to perform required preventative maintenance or normal wear and tear.
During the warranty period, to the extent permitted by law, Clients sole remedy with respect to breach of warranties set out in clause 23 above will be to repair or replace (as SKEC may elect) any such defective goods at SKEC’s expense. The replacement or repaired goods shall be covered by the unexpired portion of the warranty period in respect of the original goods or for a period of ninety (90) days, whichever is the greater.
For equipment forming part of the goods, which equipment is not manufactured by SKEC, the original manufacturer’s warranty will apply. SKEC’s liability for such equipment shall not exceed the liability of the manufacturer.
In respect of goods that are not ordinarily acquired for personal, domestic or household use or consumption, the liability of SKEC for a breach of any condition or guarantee applied by law is limited at SKEC’s option to the repair of the goods, the supply of replacement goods or payment of the cost of having the goods supplied again.
SKEC’s liability under the agreement will be reduced by the amount of any contributory loss or damage to the extent caused by Clients act or omission.
Some goods come with consumer guarantees that cannot be excluded under Australian Consumer Law. Where these consumer guarantees apply, the Client is entitled to a replacement or refund for a major failure and for compensation for any reasonably foreseeable loss or damage. The Client is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to major failure.
Any warranty claim must detail the basis of the alleged warranty breach in writing and be delivered to SKEC by mail to PO Box 5061, Wonthella WA 6530 or via email: [email protected] (To the Attention of the Manager).
Client acknowledges and agrees that, to the extent permitted by law, SKEC has no liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever.
Subject to clause 28, SKEC’s total liability under any contract and this contract shall not exceed the total dollar amount of the goods purchased by Client under each contract.
An Administration fee may be added to any overdue accounts exceeding these terms and conditions. Interest on amounts overdue by over forty-five (45) days will accrue at an interest rate at the overdraft interest rate set by Westpac Banking Group.

Terms & Conditions