Gold Mining, Metal Company, Gold Producer
Terms & Conditions
Ground Fl, 17 Ord Street West Perth
WA 6005 Australia
PO Box 117 West Perth
WA 6872 Australia
Terms & Conditions
PURCHASE CONDITIONS
1. DEFINITIONS
1. DEFINITIONS
In this Agreement:
Acceptance means acceptance of the goods as specified in the purchase order and in accordance with clause 5.
Agreement means these Purchase Conditions and any other documents referred to in this document.
Delivery Date means the date for delivery of the Goods stated in the Schedule.
Deliver means packaging, transporting and unloading the Goods.
Delivery means to deliver the Goods to the Delivery Point.
Delivery Point means the place for delivery of the Goods stated in the Schedule.
Force Majeure means any events or circumstances that are outside of the reasonable control of a party.
Legislative Requirements includes any:
(a) federal, state or local acts, ordinances, regulations, by-laws, orders, awards, proclamations
(b) certificates, licences, consents, permits, approvals and requirements of organisations having jurisdiction in connection with the supply of the Goods; and
(c) MMLtd Policies and Procedures.
MMLtd Policies and Procedures includes any policy, procedures, publication or guideline of MMLtd (as amended from time to time) that is specifically provided by MMLtd to the Supplier or publicly available and relevant to the Goods or this Agreement.
Price means the price for the Goods stated in the Schedule.
Greentree means a computer software ERP program used by MMLtd.
Specification means the specification for the Goods together with any measurements, performance data, plans, drawings or other information provided by the Supplier to MMLtd or contained in any catalogues, brochures or descriptive literature produced by the Supplier.
Warranty Period means the period stated in the Schedule, commencing from Acceptance.
2. SUPPLY AND DELIVERY
a) The Supplier must deliver the Goods to the Delivery Point by the Delivery Date. The Supplier must in carrying out this Agreement comply with all Legislative Requirements.
(b) The Goods must be accompanied by a delivery docket detailing the goods, all relevant manufacturers or supplier's instructions concerning the use of the Goods and all relevant manufacturer's or supplier's warranties in respect of the Goods.
(c) Delivery is not complete until the Goods have been accepted in accordance with clause 5.
(d) MMLtd may return any Goods delivered early at the Supplier's expense, or hold them at the Supplier’s risk. If MMLtd accepts early Delivery, it is not obliged to pay for the Goods until 30 days after the end of the month delivered.
3. FORCE MAJEURE
(a) Where a Party is unable, wholly or in part, by reason of Force Majeure, to carry out any obligations under the Agreement and that Party:
Agreement means these Purchase Conditions and any other documents referred to in this document.
Delivery Date means the date for delivery of the Goods stated in the Schedule.
Deliver means packaging, transporting and unloading the Goods.
Delivery means to deliver the Goods to the Delivery Point.
Delivery Point means the place for delivery of the Goods stated in the Schedule.
Force Majeure means any events or circumstances that are outside of the reasonable control of a party.
Legislative Requirements includes any:
(a) federal, state or local acts, ordinances, regulations, by-laws, orders, awards, proclamations
(b) certificates, licences, consents, permits, approvals and requirements of organisations having jurisdiction in connection with the supply of the Goods; and
(c) MMLtd Policies and Procedures.
MMLtd Policies and Procedures includes any policy, procedures, publication or guideline of MMLtd (as amended from time to time) that is specifically provided by MMLtd to the Supplier or publicly available and relevant to the Goods or this Agreement.
Price means the price for the Goods stated in the Schedule.
Greentree means a computer software ERP program used by MMLtd.
Specification means the specification for the Goods together with any measurements, performance data, plans, drawings or other information provided by the Supplier to MMLtd or contained in any catalogues, brochures or descriptive literature produced by the Supplier.
Warranty Period means the period stated in the Schedule, commencing from Acceptance.
2. SUPPLY AND DELIVERY
a) The Supplier must deliver the Goods to the Delivery Point by the Delivery Date. The Supplier must in carrying out this Agreement comply with all Legislative Requirements.
(b) The Goods must be accompanied by a delivery docket detailing the goods, all relevant manufacturers or supplier's instructions concerning the use of the Goods and all relevant manufacturer's or supplier's warranties in respect of the Goods.
(c) Delivery is not complete until the Goods have been accepted in accordance with clause 5.
(d) MMLtd may return any Goods delivered early at the Supplier's expense, or hold them at the Supplier’s risk. If MMLtd accepts early Delivery, it is not obliged to pay for the Goods until 30 days after the end of the month delivered.
3. FORCE MAJEURE
(a) Where a Party is unable, wholly or in part, by reason of Force Majeure, to carry out any obligations under the Agreement and that Party:
(i) gives the other Party prompt notice and reasonable particulars of that Force Majeure;
(ii) uses all possible diligence to remove and mitigate the effect of Force Majeure; and
( iii) has not caused or contributed to the Force Majeure,
then that obligation is suspended so far as it is affected by Force Majeure during the continuance thereof.
( iii) has not caused or contributed to the Force Majeure,
then that obligation is suspended so far as it is affected by Force Majeure during the continuance thereof.
(b) Any costs, losses or savings due to Force Majeure will be borne, incurred or retained by the Party incurring or receiving them.
4. HAZARDOUS MATERIALS
(a) The Supplier must transport and store all hazardous materials and dangerous Goods in accordance with all Legislative Requirements and must provide MMLtd with the relevant materials safety data sheet (MSDS) for all such Goods.
(b) No hazardous goods may be delivered until the relevant MSDS has been provided to MMLtd.
5. ACCEPTANCE OF GOODS
(a) MMLtd may require the Supplier to provide evidence, acceptable to MMLtd that the Goods are in accordance with this Agreement and the Supplier must provide such evidence within the time prescribed in the request or such longer time as may be agreed.
(b) The Goods will be deemed to be accepted by MMLtd when, MMLtd Representative completes the Goods Receipt entry in the Greentree system.
(c) Title to and property and risk in the Goods passes to MMLtd upon Acceptance.
6. REJECTION
MMLtd may, at any time and despite Acceptance of the Goods, reject the Goods if it reasonably determines that:
(a) the Goods do not comply with this Agreement;
(b) the Supplier has breached any of terms of this Agreement; or
(c) are Delivered in excess of the quantities stated in the Schedule, MMLtd may, at the Supplier's cost, sell or dispose of the rejected Goods if the Supplier does not repossess the Goods within 30 days of being notified of the rejection.
7. RETURN OF GOODS
MMLtd may return any Goods that have been incorrectly ordered by MMLtd. MMLtd must pay all freight costs and handling charges associated with effecting the return of such Goods.
8. WARRANTY PERIOD
(a) The Supplier must rectify or replace any Goods which MMLtd notifies the Supplier are defective or which do not comply with this Agreement, failing which MMLtd may engage others to repair or replace those Goods at the Supplier's cost.
(b) Where the Specification so provides, the Supplier must obtain for MMLtd the benefit of any manufacturer’s warranty in respect of the Goods.
9. SUPPLIER’S WARRANTIES
The Supplier warrants that:
(a) it has the right to sell and transfer unencumbered title to the Goods to MMLtd;
(b) the Goods will be new, free from defects and of merchantable quality when Delivered to MMLtd and will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used and will conform to the description, model number and the sample (if any) provided by the Supplier;
4. HAZARDOUS MATERIALS
(a) The Supplier must transport and store all hazardous materials and dangerous Goods in accordance with all Legislative Requirements and must provide MMLtd with the relevant materials safety data sheet (MSDS) for all such Goods.
(b) No hazardous goods may be delivered until the relevant MSDS has been provided to MMLtd.
5. ACCEPTANCE OF GOODS
(a) MMLtd may require the Supplier to provide evidence, acceptable to MMLtd that the Goods are in accordance with this Agreement and the Supplier must provide such evidence within the time prescribed in the request or such longer time as may be agreed.
(b) The Goods will be deemed to be accepted by MMLtd when, MMLtd Representative completes the Goods Receipt entry in the Greentree system.
(c) Title to and property and risk in the Goods passes to MMLtd upon Acceptance.
6. REJECTION
MMLtd may, at any time and despite Acceptance of the Goods, reject the Goods if it reasonably determines that:
(a) the Goods do not comply with this Agreement;
(b) the Supplier has breached any of terms of this Agreement; or
(c) are Delivered in excess of the quantities stated in the Schedule, MMLtd may, at the Supplier's cost, sell or dispose of the rejected Goods if the Supplier does not repossess the Goods within 30 days of being notified of the rejection.
7. RETURN OF GOODS
MMLtd may return any Goods that have been incorrectly ordered by MMLtd. MMLtd must pay all freight costs and handling charges associated with effecting the return of such Goods.
8. WARRANTY PERIOD
(a) The Supplier must rectify or replace any Goods which MMLtd notifies the Supplier are defective or which do not comply with this Agreement, failing which MMLtd may engage others to repair or replace those Goods at the Supplier's cost.
(b) Where the Specification so provides, the Supplier must obtain for MMLtd the benefit of any manufacturer’s warranty in respect of the Goods.
9. SUPPLIER’S WARRANTIES
The Supplier warrants that:
(a) it has the right to sell and transfer unencumbered title to the Goods to MMLtd;
(b) the Goods will be new, free from defects and of merchantable quality when Delivered to MMLtd and will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used and will conform to the description, model number and the sample (if any) provided by the Supplier;
(c) it is not insolvent within the meaning of s.95A of the Corporations Act 2001 or otherwise; and
The Supplier acknowledges that MMLtd has relied upon such warranties in entering into this Agreement.
10. INDEMNITY BY SUPPLIER
(a) To the maximum extent permitted by law, the Supplier indemnifies MMLtd against all actions, claims, costs, charges, damages, expenses, liabilities, losses or damages (including legal costs on an indemnity basis whether incurred by or awarded against MMLtd) that MMLtd may incur or sustain arising out of or in connection with the performance or non-performance by the Supplier of its obligations under this Agreement including the provision of the Goods.
(b) The Supplier's liability to indemnify MMLtd will be reduced proportionally to the extent that any negligent or unlawful act or omission of MMLtd contributes to the loss or liability.
11. PRICE
The Price is inclusive of all costs and expenses of the Supplier whether foreseen or unforeseen, including all insurance and Taxes (other than GST) (if any) which must be paid by the Supplier.
12. GOODS & SERVICES TAX
(a) Words or expressions used in this clause which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, in the A New Tax System (Goods and Services Tax) Regulations 1999 (Cth) or, if not so defined, then which are defined in the Trade Practices Act 1974 (Cth), have the same meaning in this Clause.
(b) the Supplier must submit Tax Invoices in compliance with the requirements of these Purchase Conditions and MMLtd will have no obligation to pay any part of the Price or any other amount due under these Purchase Conditions until it receives a Tax Invoice for the relevant amount.
(c) The Supplier must be registered for GST.
(d) Despite any other provision in this Agreement, if the (‘Supplying Party’) makes a taxable supply under or in connection with this Agreement on which GST is imposed:
13. TERMS OF PAYMENT
(a) All payments will be made at the end of the month following the month in which Acceptance of the Goods occurs.
The Supplier acknowledges that MMLtd has relied upon such warranties in entering into this Agreement.
10. INDEMNITY BY SUPPLIER
(a) To the maximum extent permitted by law, the Supplier indemnifies MMLtd against all actions, claims, costs, charges, damages, expenses, liabilities, losses or damages (including legal costs on an indemnity basis whether incurred by or awarded against MMLtd) that MMLtd may incur or sustain arising out of or in connection with the performance or non-performance by the Supplier of its obligations under this Agreement including the provision of the Goods.
(b) The Supplier's liability to indemnify MMLtd will be reduced proportionally to the extent that any negligent or unlawful act or omission of MMLtd contributes to the loss or liability.
11. PRICE
The Price is inclusive of all costs and expenses of the Supplier whether foreseen or unforeseen, including all insurance and Taxes (other than GST) (if any) which must be paid by the Supplier.
12. GOODS & SERVICES TAX
(a) Words or expressions used in this clause which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, in the A New Tax System (Goods and Services Tax) Regulations 1999 (Cth) or, if not so defined, then which are defined in the Trade Practices Act 1974 (Cth), have the same meaning in this Clause.
(b) the Supplier must submit Tax Invoices in compliance with the requirements of these Purchase Conditions and MMLtd will have no obligation to pay any part of the Price or any other amount due under these Purchase Conditions until it receives a Tax Invoice for the relevant amount.
(c) The Supplier must be registered for GST.
(d) Despite any other provision in this Agreement, if the (‘Supplying Party’) makes a taxable supply under or in connection with this Agreement on which GST is imposed:
(i) the consideration payable or to be provided for that supply under this Agreement but for the application of this Clause ('GST exclusive consideration') is increased by, and the recipient of the supply (‘Receiving Party’) must also pay to the Supplying Party, an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing on the date the supply is made; and
(ii) the amount by which the GST exclusive consideration is increased must be paid to the Supplying Party without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.
(e) All Tax Invoices must comply with the requirements of the GST Law (as a Tax Invoice) and be submitted by the tenth Business Day of the month following the month in which the Goods were accepted. (ii) the amount by which the GST exclusive consideration is increased must be paid to the Supplying Party without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.
13. TERMS OF PAYMENT
(a) All payments will be made at the end of the month following the month in which Acceptance of the Goods occurs.
(b) Where a Tax Invoice is required to be delivered by the Supplier, payment will not be made until the end of the month following the month in which the Tax Invoice is delivered.
(c) Making a payment will not be construed as evidence or an admission that the Goods have been supplied in accordance with this Agreement but is a payment on account only.
14. TERMINATION FOR CONVENIENCE
MMLtd may, without cause and at any time, terminate this Agreement prior to delivery of the Goods and MMLtd will not be liable to the Supplier in any respect by reason of any such termination.
15. INSURANCE
General Insurance requirements
(a) Before commencing any of the Work under the Agreement, the Supplier must effect and maintain:
(b) The Supplier must produce to MMLtd on demand satisfactory evidence of the insurances required to be effected and maintained under this Agreement.
16. TAX WITHHOLDING
No ABN Withholding
(a) In compliance with the relevant withholding tax legislation or any ATO Public Ruling, MMLtd will withhold an amount of tax (currently 46.5%) from any payment it makes to the Supplier if the payment is for a supply, unless the Supplier provides to MMLtd an invoice or other document notifying an obligation to make a payment that quotes the Supplier's Australian Business Number (ABN) or, the Supplier meets the criteria for exemption from the No ABN Withholding requirement as contained in S12-190 of schedule 1 of the Taxation Administration Act 1953.
17. OCCUPATIONAL HEALTH AND SAFETY, AND THE ENVIRONMENT
Goods Information and Compliance
The Supplier represents and warrants that, as at the order date and at all times after the order date:
(a) all information required by relevant environmental and occupational health and safety Legislative Requirements has been provided to MMLtd in relation to the Goods supplied under this Agreement and that information is accurate, complete and not in any way misleading; and the Goods comply with all relevant regulatory requirements in Australia.
Indemnity for breach of environmental Legislative Requirements
(a) The Supplier indemnifies MMLtd against any Loss suffered or incurred by MMLtd as a result of a breach by the Supplier, or its employees, agents and sub-contractors of any OHSE Legislative Requirements in carrying out its obligations under this Agreement.
(c) Making a payment will not be construed as evidence or an admission that the Goods have been supplied in accordance with this Agreement but is a payment on account only.
14. TERMINATION FOR CONVENIENCE
MMLtd may, without cause and at any time, terminate this Agreement prior to delivery of the Goods and MMLtd will not be liable to the Supplier in any respect by reason of any such termination.
15. INSURANCE
General Insurance requirements
(a) Before commencing any of the Work under the Agreement, the Supplier must effect and maintain:
(i) all insurances required by Legislative requirements in order to execute the Work under the Agreement; and
(ii) be maintained for the period specified in the schedules;
(iii) cover MMLtd, the Supplier and all Subcontractors for their respective rights, interests and liabilities.
Evidence of Insurance(ii) be maintained for the period specified in the schedules;
(iii) cover MMLtd, the Supplier and all Subcontractors for their respective rights, interests and liabilities.
(b) The Supplier must produce to MMLtd on demand satisfactory evidence of the insurances required to be effected and maintained under this Agreement.
16. TAX WITHHOLDING
No ABN Withholding
(a) In compliance with the relevant withholding tax legislation or any ATO Public Ruling, MMLtd will withhold an amount of tax (currently 46.5%) from any payment it makes to the Supplier if the payment is for a supply, unless the Supplier provides to MMLtd an invoice or other document notifying an obligation to make a payment that quotes the Supplier's Australian Business Number (ABN) or, the Supplier meets the criteria for exemption from the No ABN Withholding requirement as contained in S12-190 of schedule 1 of the Taxation Administration Act 1953.
17. OCCUPATIONAL HEALTH AND SAFETY, AND THE ENVIRONMENT
Goods Information and Compliance
The Supplier represents and warrants that, as at the order date and at all times after the order date:
(a) all information required by relevant environmental and occupational health and safety Legislative Requirements has been provided to MMLtd in relation to the Goods supplied under this Agreement and that information is accurate, complete and not in any way misleading; and the Goods comply with all relevant regulatory requirements in Australia.
Indemnity for breach of environmental Legislative Requirements
(a) The Supplier indemnifies MMLtd against any Loss suffered or incurred by MMLtd as a result of a breach by the Supplier, or its employees, agents and sub-contractors of any OHSE Legislative Requirements in carrying out its obligations under this Agreement.