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Purchase Order

Terms & Conditions

1. Structure of Agreement
  (a)   These terms and conditions (T&Cs) apply to all purchase orders (PO) for goods and services (Contracted Item) placed by Customer entity identified in the PO (Customer) with the supplier entity identified in the PO (Supplier) where there is no existing and valid written contract signed by Customer and Supplier that would be applicable to the supply of the Contracted Items. If the parties subsequently execute a valid and written contract for the Contracted Items, that subsequent contract will supersede and replace these T&Cs.
  (b)   The acceptance of a PO or the supply of Contracted Items by Supplier pursuant to a PO (whichever occurs first) constitutes acceptance of these T&Cs by Supplier.
  (c)      These T&Cs prevail over any terms in any quote, proposal or invoice from Supplier or any terms included on other Supplier documentation.
2. Supply of Goods
  (a)  

 In respect of a supply of Contracted Items that are goods (Goods), Supplier must:

(i)    deliver the Goods to the delivery address by the time stipulated for delivery in the PO, or as otherwise agreed by Customer;
(ii)    package all Goods to protect against theft or damage during transit, delivery, loading and unloading;
(iii)    clearly label all packages of Goods with the address for delivery, the name of Customer officer who ordered the Goods and the PO number; 
(iv)    provide, with each consignment or delivery of Goods, all information (including instructions) necessary for the proper and safe handling, transport, storage, use, operation, maintenance, repair and disposal of the Goods; and
(v)    comply with any requirements specified in the PO.
 
3. Supply of Services
  (a)   In respect of a supply of Contracted Items that are services (Services), Supplier must provide:
      (i)    the Services in a proper, timely and efficient manner using the standard of care, skill and diligence that would reasonably be expected from an experienced provider of services that are similar to the Services;
(ii)    all equipment (including all consumables and installation materials) necessary for the performance of the Services unless otherwise agreed by Customer and ensure that Supplier (including its employees, contractors and subcontractors) holds any and all licences, permits and approvals necessary to operate such equipment; and
(iii)    the Services at the time and place nominated in the PO, or if no time or place is nominated, at the time and place requested by Customer from time to time.
4. Delivery, title and risk
  (a)   Contracted Items supplied by Supplier are only accepted by Customer when the following (as applicable) occurs:
      (i)    Supplier has delivered the Contracted Items to Customer; and
(ii)    Customer has inspected the Contracted Item and Customer has communicated acceptance of the Contracted Item in writing.
  (b)   Title and risk to the Goods vests in Customer upon payment by Customer in accordance with clause 6.
  (c)   If Supplier fails to deliver the Contracted Items by the required delivery date, Customer may, at its election:
      (i)    extend the delivery date and notify Supplier of such extended date in writing with no financial penalty; or
(ii)    cancel the PO corresponding to the Goods on written notice to Supplier and suffer no financial cancellation penalties
5. Defective Items
  (a)   Without limiting any other clause in these T&Cs (including clause 10), and whether before or after acceptance of a Contracted Item, Customer may reject a supplied Contracted Item if it is not in accordance with these T&Cs (each a Defective Item) and, at Customer’s election, Supplier must:
      (i)    replace the Defective Item with a non defective Contracted item, or otherwise make good the damage or defect; or
(ii)    provide Customer with a full refund for those Defective Items.
6. Fees and payment
  (a)   Unless otherwise specified in the PO, Supplier must invoice Customer for the price specified in the PO monthly in arrears for Contracted Items delivered and accepted in the previous month. 
  (b)   All invoices must: (i) be in the form of a tax invoice (as defined in the GST Act); (ii) contain Customer’s purchase order reference number; (iii) contain sufficient detail and supporting documentation to enable Customer to verify what the invoice relates to, including supporting invoices and timesheets containing such details as Customer requires; (iv) be in the format of .pdf; and (v) be sent to the email specified in the PO (Valid Invoice).
  (c)   Customer will pay each Valid Invoice within 30 days following the date the Valid Invoice is dated.
  (d)   Unless otherwise expressly specified on the PO, all fees stated are in Australian dollars and exclusive of GST.
7. Confidentiality
  (a)   Supplier must:
      (i)    keep confidential, and not disclose to a third party without Customer’s prior written consent or in accordance with clause 7(a)(iii), all information, or documents or things which: (i) are by their nature confidential; (ii) is designated as confidential; or (iii) ought reasonably be considered to be confidential based on its content or manner of its disclosure (Confidential Information);
(ii)    take, or cause to be taken, all reasonable precautions necessary to maintain confidentiality and prevent disclosure of Confidential Information; and
(iii)    only disclose Confidential Information to (i) an officer, employee, adviser or agent of Supplier who has a specific need to have access to the Confidential Information for the purposes of supplying a Contracted Item and is bound by confidentiality obligations no less strict than these T&Cs, or (ii) as otherwise required by law.
8. Intellectual Property
  (a)   All intellectual property rights (IPR) created during the course of the performance of Contracted Items vests in Customer on and from creation (Developed IPR). Supplier grants to Customer an irrevocable, non-exclusive, transferable, perpetual and royalty-free licence to use, copy, modify and adapt all IPR (other than Developed IPR) which is incorporated into the Contracted Items for the Customer to use and enjoy the full benefit of the Contracted Items.
9. Privacy
  (a)   Supplier will comply with the Privacy Laws in connection with the PO and any of Customer’s security, privacy and access policies, instructions and requirements in respect of any Personal Information of the Customer (or the Customer’s representatives or personnel) collected, accessed or generated by or on behalf of Supplier in connection with the PO.
  (b)   If required by Customer, Supplier must enter into a Data Privacy Agreement within 7 days. Customer may immediately terminate the PO if Supplier fails to comply with this clause 9(b).
  (c)      In this clause: (i) Privacy Laws means Privacy Act 1988 (Cth) and all data protection and privacy laws applicable to the collection, access or generation of Personal Information by or on behalf of Supplier in connection with the PO; and (ii) Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).
10. Warranties and representations
  (a)  

Supplier represents and warrants that:
(i)    it has and its personnel have all qualifications, expertise, rights, title, licenses, authorisations, consents and other approvals necessary to supply the Contracted Items in accordance with these T&Cs;
(ii)    Contracted Items will comply with their specifications;
(iii)    it has the right to transfer title in the Contracted Items (where they are goods) to Customer free from all encumbrances;
(iv)    ensure that the Contracted Items (where they are goods) are new and unused, of merchantable quality and fit for the purpose for which they are intended; and
(v)    the Contracted Items (where they are goods) are free from faulty materials, workmanship, design, manufacture or any other defects.
  (b)   Supplier must ensure that Customer obtains the benefit of any warranties relating to a good provided by the manufacturer of the good or any other third party.
11. Supplier indemnity
  (a)   In respect of a supply of Contracted Items that are services (Services), Supplier must provide:
      (i)    the Services in a proper, timely and efficient manner using the standard of care, skill and diligence that would reasonably be expected from an experienced provider of services that are similar to the Services;
(ii)    all equipment (including all consumables and installation materials) necessary for the performance of the Services unless otherwise agreed by Customer and ensure that Supplier (including its employees, contractors and subcontractors) holds any and all licences, permits and approvals necessary to operate such equipment; and
(iii)    the Services at the time and place nominated in the PO, or if no time or place is nominated, at the time and place requested by Customer from time to time.
12. Termination
  (a)   Supplier indemnifies Customer against all claims, losses or damage suffered or incurred by Customer or its personnel, arising out of or in connection with:
(i)    personal injury or death caused by Supplier’s negligent act or omission in delivering or supplying the Contracted Items; or
(ii)    Contracted Items infringing any third party rights (including intellectual property rights).
  (b)   Notwithstanding clause 4(c), unless otherwise agreed by Customer in writing, Customer may terminate a PO for any reason on 15 days’ written notice to Supplier.
13. Insurance
  (a)   Supplier will affect and maintain appropriate insurance (including where appropriate, public liability, product liability, and professional indemnity insurance) to cover the risk for the supply of the Contracted Items that represents a standard of good practice expected of a competent and prudent supplier of such items. Supplier must provide a certificate of currency for these insurances to Customer on request.
14. Compliance with Law and Policies
  (a)   Supplier must in the supply of the Contracted Items, and must ensure the Contracted Items, comply with all applicable laws and relevant Australian standards and industry codes.
15. Benefit of Agreement
  (a)   Supplier acknowledges and agrees that:
(i)    Customer enters into this agreement on its own behalf and on trust for Integrated Clinical Oncology Network Pty Ltd (ACN 151 293 891) and its related bodies corporate (Icon Group Member); 
(ii)    loss suffered or incurred by, and which may be recovered by, Customer under or in connection with any breach of, or indemnity under, this agreement includes any loss suffered or incurred by Customer and any Icon Group Member; and
(iii)    any claim by Supplier under or in connection with this agreement must be made solely against Customer and not against any other Icon Group Member and any claim against Supplier must be made by Customer and not by any other Icon Group Member.
16. General
  (a)   These T&Cs are governed by the law in force in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of courts in Queensland, Australia.
  (b)   Supplier’s appointment is non-exclusive and there is no guaranteed minimum Fee or volume of Contracted Items.
  (c)   Supplier must not subcontract its obligations or assign its rights or obligations under these T&Cs without Customer’s prior written consent (not to be unreasonably withheld or delayed). Supplier remains liable for all acts or omissions of subcontractors as if they were the acts or omissions of Supplier.
  (d)   Clauses 7, 8, 11, 12, 15 and 16 survive expiry or termination of these T&Cs.
  (e)   Supplier must not advertise or issue any information or make public comment concerning the PO or Customer’s business or activities (including referring to Customer as a client of Supplier) without Customer’s prior written consent.
  (f)   These T&Cs replace all previous agreements between the parties concerning its subject matter and contains the entire agreement between the parties.
  (g)   Specifying anything in this agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included.

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