Foodcare Purchase Order Terms & Conditions
1. Application and Contract Formation
1.1 These Terms & Conditions apply to all goods and or services supplied to Foodcare under a purchase order issued by Foodcare. Any terms or conditions proposed by the supplier are excluded unless expressly agreed in writing by an authorised representative of Foodcare.
1.2 A binding contract is formed when Foodcare issues a purchase order and the supplier confirms acceptance, commences supply, delivers goods, performs services, or otherwise acts in a manner consistent with acceptance.
1.3 The contract consists of the purchase order and these Terms & Conditions. In the event of any inconsistency, the purchase order prevails.
2. Non-Exclusivity
2.1 The supplier is engaged on a non-exclusive basis. Nothing in the contract obliges Foodcare to purchase any minimum quantity of goods or services.
2.2 Foodcare may obtain goods or services that are the same as or similar to the goods and or services from any third party.
3. Scope of Supply
3.1 The supplier must supply the goods and or services strictly in accordance with the purchase order, all agreed specifications, samples, drawings, and descriptions, and all applicable laws, standards, and regulatory requirements.
3.2 The supplier warrants that the goods and or services are fit for their intended purpose and supplied with due care, skill, and diligence.
4. Delivery, Lead Times and Performance
4.1 Delivery dates and lead times specified in the purchase order are essential.
4.2 The supplier must promptly notify Foodcare in writing of any actual or anticipated delay, including the cause of the delay and the revised delivery date.
4.3 Foodcare may cancel all or part of a purchase order without liability where delivery does not occur in accordance with the purchase order.
5. Inspection and Acceptance
5.1 All goods and services are subject to inspection by Foodcare. Receipt, inspection, or payment does not constitute acceptance.
5.2 Foodcare may reject any goods or services that are defective, damaged, incorrect, incomplete, or otherwise non-conforming.
6. Risk, Title and Delivery Terms
6.1 Risk and title pass in accordance with the delivery terms specified in the purchase order.
6.2 Where Incoterms are specified, Incoterms 2020 apply.
7. Pricing and Charges
7.1 Prices are firm unless otherwise agreed in writing.
7.2 Prices include all costs associated with the supply, including packaging, labelling, freight, duties, documentation, and compliance, excluding GST unless stated otherwise in the purchase order.
8. Invoicing and Payment
8.1 Invoices must reference the applicable purchase order number and accurately describe the goods and or services supplied.
8.2 Payment terms are as stated on the purchase order. Payment does not constitute acceptance of the goods or services.
8.3 Foodcare may withhold or set off amounts relating to disputed or non-conforming supply.
9. Warranties
9.1 The supplier warrants that it has good title to the goods, the right to supply the goods and services, and that the supply does not infringe any third-party intellectual property rights.
9.2 The supplier warrants that all goods and services comply with applicable laws, standards, and regulatory requirements.
10. Defective or Non-Conforming Goods and Services
10.1 Where goods or services are defective or non-conforming, Foodcare may require repair, replacement, re-performance, refund, or credit at the supplier’s cost.
10.2 Foodcare may recover reasonable costs incurred in connection with rectification or replacement.
11. Insurance
11.1 The supplier must maintain appropriate insurance coverage commensurate with the nature and risk of the supply and provide evidence upon request.
12. Liability and Indemnity
12.1 To the extent permitted by law, the supplier indemnifies Foodcare against all loss, damage, claims, and costs arising from defective or non-conforming goods or services, breach of contract, negligence, unlawful acts, or intellectual property infringement.
13. Ethical and Legal Compliance
13.1 The supplier must comply with all applicable laws relating to anti-bribery and corruption, modern slavery, workplace health and safety, and ethical sourcing.
13.2 The supplier must provide reasonable information required to support Foodcare’s compliance and reporting obligations.
14. Confidentiality
14.1 All commercial, technical, and pricing information disclosed in connection with the purchase order is confidential and must not be disclosed except as required by law.
15. Termination
15.1 Foodcare may terminate a purchase order in whole or in part by written notice where the supplier fails to perform in accordance with the purchase order, fails to remedy a material breach within a reasonable time, or becomes insolvent.
15.2 Termination does not affect rights accrued prior to termination.
16. Governing Law
16.1 These Terms & Conditions and the purchase order are governed by the laws applicable in Australia, and the parties submit to the non-exclusive jurisdiction of Australian courts.