PROCUREMENT TERMS AND CONDITIONS

References to the singular shall include the plural and vice versa. The Vendor will treat as confidential and will not use or disclose to any other person or entity any information whatsoever relating to Purchase Orders issued by the Company and these obligations shall survive any termination of the obligations contained in these Conditions. Any clause of these Conditions which is or becomes unenforceable, illegal or invalid for any reason shall be severed and shall not affect the enforceability, legality, validity or application of any other clause(s) which shall remain in full force and effect. Notices must be served in writing with service deemed as described: (a) Personal delivery – when received; (b) Post – second working day following date of posting to addressee’s correspondence address on Purchase Order; (c) Email (address on Purchase Order) – when acknowledged orally, by return email or otherwise in writing; (d) Facsimile (number on Purchase Order) – with written transmission confirmation.
 

1.0 Definitions, Interpretations and Abbreviations

“Company” – means Camelspace (AKL) Limited (Auckland region) or Camelspace (CHC) Limited (Christchurch region).

“Conditions” – means these terms and conditions.

“Defective” – means Goods and/or Services (or any aspect of them) which are not in accordance with the Purchase Order or which are damaged, deficient, faulty, inadequate or incomplete. 

“Delivery Address” – means the address specified on the Purchase Order in the ‘Deliver To’ field which may be an address for delivery of Goods or the location where Services are to be performed by the Vendor for the Company or an intermediate meeting place prior to reaching another location where Services are to be performed.

“Delivery Date” – means the delivery date specified on the Purchase Order. 

“Goods” – means the goods, if any, described on the Purchase Order.

“Services” – means the services, if any, described on the Purchase Order.

“Law” – means the laws of NZ including common law and statutes as well as, where applicable:

a.)    authority requirements and consents, certificates, licences, permits and approvals (including conditions in respect of those consents, certificates, licences, permits and approvals);

b.)    guidelines of authorities with which the Vendor is legally required to comply; 

c.)    NZ standards including joint NZ and Australian standards where applicable, documented Best Practice Guidelines or overseas standards applied in NZ in place of a specific NZ standard.

“Site Standards and Procedures” – means:

a.)    plans or polices authored or issued by the Company and/or its clients relating to but not limited to the following: health and safety; drug and alcohol use; recycling; environmental sustainability or environmental protection;

b.)    any other guidelines, rules, requirements or site specific conditions which the Company makes available to the Vendor from time to time.

“Purchase Order” – means a purchase order for Goods and/or Services issued by the Company to the Vendor containing, amongst other things, a description of the Goods and/or Services, includes the Conditions, and may be provided as an original or as a copy by personal delivery, post, facsimile or email. “Price” – means the price(s) set out in the Purchase Order.

“Vendor” – means the party identified as the supplier of Goods and/or Services in the Purchase Order or their sub-contractor; NB: the Vendor agrees to have any such sub-contractor agree to and be bound by the Conditions and the Vendor indemnifies the Company against any losses whatsoever arising from a breach of the Conditions by the sub-contractor.

“Warranty Period” – means the period of 24 months commencing on the Delivery Date in respect of Goods and/or 12 months commencing on the Delivery Date in respect of Services or a greater period if advertised or offered by the Vendor.
 

2.0   Supply of Goods and/or Services

2.1    The Vendor agrees to supply to the Company the Goods and/or perform the Services in accordance with the Purchase Order.

2.2    The Vendor agrees that any terms and conditions provided by them with the Goods and/or Services (including as printed on consignment notes, other documentation published on their website or in any other soft or hardcopy medium) will not constitute part of the Purchase Order or be binding on the Company (even if a representative of the Company signs those terms and conditions or they are annexed to the Purchase Order). 

2.3    Where a Purchase Order relates to Goods and/or Services that are in full or part the subject of a separate contract between the Vendor and the Company and there is an inconsistency between the terms of that contract and the Conditions, these Conditions will prevail. 

2.4    The Vendor must, in supplying the Goods or performing Services:

a.)    not interfere with the Company’s activities or the activities of any other person at the Delivery Address;

b.)    be aware of and comply with and ensure that the Vendor’s employees and sub-contractors are aware of and comply with:

i.)    all applicable Laws;

ii.)    all applicable Site Standards and Procedures;

iii.)    all lawful directions and orders given by any of the Company’s representatives or any person authorised by Law or Site Standards and Procedures to give directions to the Vendor.

c.)    ensure that the Vendor’s employees and sub-contractors entering the Company’s premises, or the premises/property of the Delivery Address, perform the supply of the Good and/or Services 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:

i.)    safe working practices;

ii.)    safety and care of property;

iii.)    continuity of work.

d.)    provide all such information and assistance as the Company reasonably requires in connection with any statutory or Company investigation in connection with the supply of the Goods or the performance of Services;

e.)    on request by the Company, provide to the Company any information and assistance required to identify, evaluate, implement and report on any matter required by Law or Site Standards and Procedures, including:

i.)    producing written reports;

ii.)    recommending efficiency opportunities;

iii.)    collecting data;

iv.)    monitoring or metering;

in respect of any thing used, produced or created in connection with the performance of the Vendor’s obligations under a Purchase Order.
 

3.0   Delivery/Performance

3.1    The Vendor must deliver the Goods to the Delivery Address by the Delivery Date. 

3.2    The Vendor must ensure that the Goods are suitably packed to avoid damage in transit or storage. 

3.3    Packages of Goods must be marked with the Purchase Order number, Delivery Address, item number, specialist instructions for care and/or handling, contents, quantity and weight of each package. All such information may be contained in a delivery docket attached to the package.

3.4    The Vendor must perform the Services at the Delivery Address by the Delivery Date.

3.5    The Vendor agrees to indemnify the Company against all claims, losses, damages, expenses, costs (including legal costs on a solicitor/client basis) and liabilities of any kind suffered or incurred by the Company as a result of the Vendor not complying with clauses 3.1, 3.2 and/or 3.4.
 

4.0   Title and Risk

4.1    Title in the Goods passes to the Company upon payment of the Price.

4.2    Notwithstanding clause 4.1, the Vendor is not permitted to repossess the Goods from the Delivery Address, or any location where the Goods are held, without first having followed and completed the procedure in clause 9.1.

4.3    Risk in the Goods passes to the Company once the Goods are delivered to the Delivery Address unless the Company notifies the Vendor that the Purchase Order is incomplete and/or Defective (notwithstanding part fulfilment of orders mutually acknowledged as such) and as long as the Company has acknowledged receipt in writing.
 

5.0   Price

5.1    Subject to clauses 6.2, 6.3 and 6.4, the Company must pay the Vendor the Price for the Goods and/or Services.

5.2    The Price is inclusive of all costs incurred by the Vendor in the supply of the Goods and/or performance of the Services including all charges for packing, insurance and freight of the Goods and the cost of any items used or supplied in the performance of the Services.

5.3    The Price is inclusive of the Vendor’s direct and non-direct costs, overhead, supervision, compliance and profit margins.

5.4    GST is included in the Price unless indicated otherwise in the appropriate section of the Purchase Order. All other taxes and duties are included in the Price.
 

6.0   Invoicing

6.1    Upon delivery of the Goods and/or completion of the Services, the Vendor must provide to the Company a tax invoice which must include the following:

a.)    dated no earlier than the day after the Delivery Date;

b.)    referencing the Purchase Order by number and any relevant contract including the line item numbers on the Purchase Order;

c.)    a detailed description of the delivered Goods and/or Services performed, including the Delivery Date and/or period of Services;

d.)    an individual reference number for the Company to quote with remittance of payment (a unique invoice number will suffice);

e.)    the Price relating to the Goods and/or Services, broken down to reflect the same Price components on the Purchase Order;

f.)    the amount of any applicable GST; 

g.)    received by the Company not more than four days into the month following the invoice date.

6.2    The Company is not obliged to process or pay any invoice(s) if the Goods and/or Services (or any part of them) are Defective or if the invoice is received by the Company more than 90 days after the Goods and/or Services it relates to have been received/performed.

6.3    Subject to clause 6.2, the Company will pay all invoices that comply with clause 6.1 on the last day of the month following the invoice date, except where the Company disputes the invoice, in which case:

a.)    the Company will notify the Vendor of the dispute within 30 days of receiving the invoice;

b.)    the Company may withhold payment pending resolution of the dispute;

c.)    if resolution of the dispute determines that the Company must pay an amount to the Vendor, the Company will pay that amount upon resolution of that dispute. In such cases no additional charges are to be levied by the Vendor or paid by the Company for any reason whatsoever including but not limited to interest, collection, administration, enforcement and/or any legal costs.

6.4    The Company has the right to set off against any payment due to the Vendor any amount which the Vendor must pay the Company, including costs, charges, damages and expenses and any debts owed by the Vendor to the Company on any account whatsoever. This does not limit the Company’s right to recover those amounts in other ways. 
 

7.0   Quality

7.1    The Goods and/or Services must match the description referred to in the Purchase Order including but not limited to, country of origin, whether explicitly stated or implied.

7.2    If the Vendor gave the Company a sample of the Goods or a demonstration of the Services, the Goods and/or Services must be of the same nature and quality as the sample or demonstration given.

7.3    The Goods and/or Services must be fit for the purpose for which Goods and/or Services of the same kind are commonly supplied or bought and for the purpose the Company wishes to use them for.

7.4    The Goods must be of merchantable quality and, unless otherwise specified in the Purchase Order, must be new.
 

8.0   Warranty Period

8.1    If, during the Warranty Period, any of the Goods or Services are found to be Defective:

a.)    the Company may:

i.)    return the Defective Goods to the Vendor;

ii.)    reject the Defective Services; 

iii.)    repair or replace the Defective Goods; 

iv.)    re-perform or make good the Defective Services; and

b.)    the Vendor must, at the Vendor’s cost, if requested to do so by the Company:

i.)    repair or replace (Company’s choice) the Defective Goods;

ii.)    re-perform or make good the Defective Services; 

iii.)    refund the Price for the Goods and/or Services; or

iv.)    reimburse the Company for any expenses incurred in repairing, replacing, re-performing or making good (as the case may be) any Defective Goods or Services.
 

9.0   Disputes

9.1    Any dispute that cannot be resolved by negotiation between the Company and the Vendor shall be referred to mediation in the first instance and, if not resolved, then to arbitration. The mediator and/or arbitrator shall be appointed by the Company. Costs shall be equally shared. The Company is not prevented from seeking urgent interlocutory relief.
 

10.0  Further Scope of Application

10.1  The Vendor is deemed to have read and accepted these Conditions by supplying Goods to the Company without explicitly seeking to modify them. The Vendor has been made aware of the Conditions by way of an internet link in all of the Company’s emails.

10.2  These Conditions also serve as the Company’s general purchasing/procurement conditions and apply to all purchases made by the Company whether or not a Purchase Order is used (in cases where a Purchase Order isn’t used, the Vendor is the person or entity supplying the Goods and/or Services to the Company and supply of such creates an implied Purchase Order for the purpose of enforcing the Conditions).

10.3  Any reference in the Conditions to data from fields on a Purchase Order form not furnished such as addresses, dates, numbers, descriptions etc., are to be reasonably replaced in cases of an implied Purchase Order with equivalent data from the Company’s website; or from verbal or written instructions from the Company relating to the procurement of the Goods and/or Services and reasonably superseding website data; with the absence of any data whatsoever from these sources in no way reducing the full force or effect of the Conditions on an implied Purchase Order.

10.4  In cases where a Purchase Order form containing the fields referred to in the Conditions is not issued by the Company, instead an implied Purchase Order exists as defined in clauses 10.2 and 10.3, it is the Vendor’s responsibility to ensure the person or persons purporting to be procuring on the Company’s behalf is authorised in this instance to do so by the Company’s directors. With the Vendor indemnifying the Company against all claims, losses, damages, expenses, costs (including legal costs on a solicitor/client basis) and liabilities of any kind suffered or incurred by the Company as a result of the Vendor supplying Goods or Services on the basis of an implied Purchase Order not duly authorised.