Terms and Conditions
of Purchase
1. General: Except where a contract in writing (signed by the parties) has expressly arisen between the parties for the supply of the relevant goods and/or services, the contract between Church Communities Australia T/A Danthonia Designs (Danthonia) and the nominated supplier (the Supplier) for the supply of the relevant goods and/or services comprises (the Contract):
a) the Supplier’s quote for the goods and/or services to be supplied, which is taken to be an offer to enter into the Contract;
b) a Purchase Order issued by Danthonia in relation to the Supplier’s quote, which is taken to be Danthonia’s acceptance of the Supplier’s offer; and
c) these Terms and Conditions (Contract Conditions).
2. Conflict of Terms: If there is any inconsistency between the terms contained in documents listed in clause 1, the documents will prevail in the following order of precedence (to the extent of the inconsistency): a) these Contract Conditions; b) the Purchase Order; and then c) the Supplier’s quote.
3. Packaging: The Supplier must ensure that the goods are packed so as to ensure their safe delivery.
4. Delivery
4.1 Time, place and manner: Subject to 4.2, the Supplier must deliver the goods or carry out the services at the time, date, place, and in the manner, specified in the Contract (if so specified). Delivery shall be to Danthonia’s location unless different shipping terms are specified in the Contract.
4.2 Late delivery: Danthonia can, acting reasonably, specify in writing a later date for delivery of goods or provision of the services.
5. Quality
5.1 Standards: The Supplier will ensure the goods comply with, perform the services in accordance with, and ensure that any equipment it uses complies with, all applicable Australian laws and industry standards including under WHS Laws. The Supplier must also co-operate with Danthonia in its performance of work health and safety obligations under WHS Laws or Danthonia’s work health and safety arrangements and perform the services in a way which will ensure that nothing is done or omitted to be done in the performance of the services or on Danthonia’s premises which would result in Danthonia failing to comply with its obligations under WHS Laws.
In this Contract, “WHS Laws” means all statutes, regulations, statutory instruments, subordinated legislation, codes of practice and standards (including those of the Commonwealth of Australia and of the State or Territory where the goods are being delivered or the services performed or the equipment used and including the Work Health and Safety Act 2011 (Cth)) dealing with or relevant to health and safety in workplaces and of workers and others who may be affected by the carrying out of work, and includes any approvals, permits, licences, directions or requirements of a relevant authority.
5.2 Free from defects: All goods supplied under the Contract must be:
a) free from defects in materials and workmanship;
b) fit for all the purposes for which goods of that kind are commonly supplied;
c) of acceptable quality (as defined in The Australian Consumer Law of the Competition and Consumer Act 2010 (Cth));
d) accompanied by adequate information as required under WHS Laws; and
e) without risk to health and safety.
5.3 Rejection of goods: Danthonia can inspect the goods at any time prior to accepting delivery and reject any goods found not be in accordance with the Contract.
5.4 Latent defects: Even after accepting delivery of the goods, Danthonia can reject those goods for any nonconformity with the Contract which could not have been discovered by reasonable inspection before acceptance, provided Danthonia exercises its rights under this clause promptly after discovering the nonconformity.
5.5 No payment for rejected goods: Danthonia will not be liable to pay for any rejected goods or for any costs incurred by the Supplier arising from inspection or rejection of the goods in accordance with this Contract.
5.6 Replacement, refund or repair: If Danthonia rejects any goods, the Supplier must, without prejudice to Danthonia’s rights otherwise arising under the Contract or the general law, comply with a requirement of Danthonia to, at Danthonia’s election (acting reasonably):
a) at the Supplier’s own cost, replace the rejected goods with goods in all respects in accordance with the Contract;
b) refund any payment Danthonia has made for the rejected goods; or
c) repair the goods, on site or otherwise, to the satisfaction of Danthonia,
and in the case of sub-clauses (a) and (b), the Supplier must also remove the rejected goods at its own expense.
5.7 Supply of services: The Supplier must carry out the services under the Contract:
a) with due care and skill;
b) using personnel with appropriate skills, experience, qualifications and knowledge; and
c) within a reasonable time and in accordance with Danthonia’s reasonable directions relating to security.
If the Supplier fails to comply with any of subclauses (a), (b) or (c), Danthonia may either, require the Supplier to remedy the failure within a reasonable time at the Supplier’s own cost, or recover the costs incurred by Danthonia in having the failure remedied, and Danthonia is not required to pay for the portion of the services which does not comply with subclauses (a), (b) and/or (c).
6. Title and risk: Risk of loss and title to the goods passes to Danthonia on delivery to Danthonia, free from any security interest.
7. Warranty
7.1 Correction: If Danthonia gives prompt notice of any defect or omission discovered in goods during any warranty period, the Supplier must correct that defect or omission without delay and at no cost to Danthonia.
7.2 Cost of warranty: The Supplier must meet all costs of and incidental to the discharge of warranty obligations, including any packing, freight, disassembly and reassembly costs.
8. Insurance: The Supplier will maintain such insurance policies (such as workers’ compensation, public liability and professional indemnity insurance policies) as are necessary and consistent with applicable Australian law and industry standards, to protect itself, and its employees, representatives and agents, from any loss, damage, cost, claim and cause of action which any of them may suffer, receive or become liable for in respect of, or arising from, any loss, damage, injury or death to any persons or property arising from, caused or attributed to by any act, omission, neglect, breach or default by the Supplier or any of its employees, representatives or agents. The Supplier will provide details of such insurance policies to Danthonia on request.
9. Confidentiality
9.1 Confidentiality: Each party shall protect all confidential information which the other party provides to it (whether orally, in writing or in any other form) using the same standards as the recipient applies to its own comparable confidential information, but in no event less than reasonable measures.
Each party’s obligations will not apply to information:
a) already known to it at the time of disclosure to it;
b) in the public domain or publicly available;
c) available from a third party who is under no such obligation of confidentiality; or
d) independently developed by it.
Each party may disclose confidential information to its legal advisors to protect its own legitimate interests and to comply with any legal or regulatory requirements. If any court, regulatory authority, governmental authority or legal process requires the recipient to disclose information covered by this confidentiality obligation, then the recipient may make any such disclosure, provided that the recipient will, if permitted by law, advise the other party promptly of any such requirement and co-operate, at such other party’s expense, in responding to it.
10. Intellectual Property Rights
10.1 Grant of rights: The Supplier irrevocably and unconditionally grants to Danthonia a non‑exclusive, perpetual, royalty‑free, worldwide and transferable licence (including the right to sub-license) to use any Intellectual Property Rights in relation to any goods or services supplied to the extent necessary to allow Danthonia the full use and enjoyment of those goods or services and the Supplier must, upon request by Danthonia, do all things as may be necessary (including executing any documents) to give full effect to such rights.
“Intellectual Property Rights” means all intellectual property rights at any time recognised by law, including all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, trade secrets and know-how, registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
10.1 Entitled to use: The Supplier represents and warrants to Danthonia that it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the goods or services.
11. Inclusive Price
11.1 Price of goods and services: The price of the goods and services under the Contract include:
a) all taxes (except GST payable by Danthonia with regard to the goods and services), duties and other imposts for which the Supplier is liable;
b) all amounts payable for the use (whether in the course of manufacture or usage of the goods or services) of patents, copyright, registered designs, trademarks and other intellectual property rights; and
c) all charges for supply of the goods or services;
and no extra charges will be made for testing, inspection, packing, delivery, insurance or otherwise.
12. Payment
12.1 Due 20 days: Subject to the goods and/or services having been delivered, and subject to clauses 5.5 and 5.7, Danthonia will pay for the goods or services supplied under this Contract within 20 days of receiving a correctly rendered invoice from the Supplier in accordance with clause 12.2.
Where Danthonia, acting reasonably, queries or disputes an amount or expense included in an invoice, Danthonia does not have to pay the relevant portion of the invoice until the query or dispute is resolved.
12.2 Invoices: An invoice will be correctly rendered if it:
a) complies with any requirements specified in the applicable Purchase Order;
b) identifies the applicable Purchase Order;
c) is, where explanation is necessary, accompanied by documents substantiating the amount claimed;
d) meets the Australian Taxation Office’s requirements for Goods and Services Tax (GST) compliance; and
e) is emailed to purchasing@danthonia.com.au.
13 Indemnity: The Supplier indemnifies Danthonia against any loss, damage or expense arising directly from any of the following:
a) action or claim for alleged infringement of any patent, copyright, registered design, trade mark or any other Intellectual Property Right;
b) breach by the Supplier of its obligations to Danthonia in relation to confidential information including under clause 9; and
c) negligent, unlawful, wilfully wrong or fraudulent act or omission of the Supplier or its personnel,
but the Supplier’s liability to indemnify Danthonia under this clause 13 shall be reduced proportionally to the extent that the loss, damage or expense was caused by a breach of this Contract by, or a wrongful (including negligent) act or omission of, Danthonia or its personnel.
14. Assignment: A party may only assign its rights or novate its rights and obligations under this Contract with the prior written consent of the other party.
15. Subcontracting
15.1 Consent required: Supplier must not, without Danthonia’s written consent, subcontract the whole or any part of its obligations under this Contract.
15.2 Liability for subcontractors: The Supplier will be liable to Danthonia for the acts and omissions of any subcontractor as if those were the acts or omissions of the Supplier under the Contract.
16. Termination:
a) Either party may terminate this Contract in whole or in part effective immediately by giving notice to the other (the Recipient) if:
i. the Recipient breaches a material provision of this Contract where that breach is not capable of remedy; or
ii. the Recipient breaches any provision of this Contract and fails to remedy the breach within 30 days after receiving notice requiring it to do so.
b) Danthonia can, without prejudice to any other rights and remedies it has under the Contract or otherwise, terminate the Contract in whole or in part effective immediately by giving notice to the Supplier, if the Supplier:
i. ceases to carry on business;
ii. ceases to be able to pay its debts as they become due;
iii. enters into liquidation or has a controller or managing controller or liquidator or administrator appointed;
iv. where the Supplier is a natural person, is declared bankrupt or assigns their estate for the benefit of creditors;
v. where the Supplier is a partnership, takes any steps to dissolve that partnership; or
vi. engages in improper or illegal conduct (whether or not in connection with this Contract) resulting in significant damage to Danthonia’s reputation in relation to this Contract.
In this paragraph (b), controller, managing controller and administrator have the same meanings as in the Corporations Act 2001 (Cth).
c) Notwithstanding any other provisions of the Contract, on termination, Danthonia can:
i. recover from the Supplier all sums Danthonia has paid to it for undelivered goods or services; or
ii. purchase reasonably similar goods or services from alternative suppliers and claim by way of indemnity from the Supplier any loss Danthonia incurs in doing so (including any price difference between the goods or services and the similar alternative).
d) Clauses 9, 10, 13 and 16(c) survive termination of the Contract.
17. Modern Slavery: The Supplier must take steps to detect and prevent modern slavery within their own business, other businesses they control or own, and any suppliers. As a minimum, they should identify areas of risk and seek statements from suppliers or business entities identified as being high risk. Should incidents of slavery be found, they should ensure appropriate action is taken and measure the effectiveness of these steps. To the extent that these terms apply to any Subcontractor, then the Supplier hereby assumes toward the Subcontractor all the obligations, rights, duties and redress that the Supplier assumes toward the Purchaser.
18. Independent contractor: Supplier acts as an independent contractor and is not authorised to act or hold itself out as acting as the agent or employee of Danthonia in any circumstances.
19. Applicable Law: The Contract is governed by and construed in accordance with the laws of, and the parties submit to the jurisdiction of the courts in, New South Wales.
20. Variation: The Contract may only be varied or replaced by a written document executed by the parties.
21. Privacy of personal information
21.1 Supplier compliance:
The Supplier must, in respect of all personal information collected, received or supplied under the Contract, comply with any applicable data privacy laws including without limitation, to the extent applicable: (a) the Privacy Act 1988 (Cth) and the Australian Privacy Principles; and (b) EU Directives 95/46/EC, 2002/58/EC and 2016/680 and the General Data Protection Regulation (EU) 2016/679.
21.2 Danthonia Privacy Notice:
a) Danthonia collects personal information concerning the Supplier’s personnel (Information), including:
i. name;
ii. business title;
iii. business address;
iv. billing information and other business contact information,
In the process of ordering and paying for goods and services
b) Danthonia collects the Information in a number of ways, including:
i. by email;
ii. directly from the Supplier over the telephone;
iii. through written correspondence with the Supplier (such as letters and invoices); and
iv. from third parties, including public sources, such as telephone directories, business registers and ASIC searches.
c)The Information may be used by Danthonia for the following purposes:
i. establish Suppliers in the Accounts Payable system;
ii. manage Supplier relationships;
iii. process payments to Suppliers; and
iv. perform related accounting and recordkeeping functions.
Some or all of these purposes could not be achieved if all or some of the Information is not collected by Danthonia.
d) Danthonia is unlikely to disclose the Information to persons or organisations outside Danthonia or to overseas recipients.
e) Individuals are entitled under Australian privacy law in certain circumstances to access, and seek correction of, personal information about them held by Danthonia. If an individual wishes to access or update the personal information Danthonia holds about them, or if they have an enquiry or complaint about how Danthonia handles personal information, you can contact Danthonia’s Privacy Officer by email to info@danthonia.com.au or by phone on 1800 552 700. More information about access, correction and complaints is in Danthonia’s Privacy Policy available at https://www.danthonia.com.au/privacy-policy.
f) The Supplier must make its relevant personnel aware of the provisions of this clause 21.