Cater Care Conditions of Purchase

In these terms and conditions:
“Goods” means all products and services agreed to be provided or supplied to Cater Care by the Supplier which are more particularly described in the PO;
“Supplier” means the person or entity providing the Goods to Cater Care whose details are set out in the PO;
“Purchase Order (PO)” means the request for the sale or supply of Goods to which these terms and conditions form part either by being incorporated in, attached or referred to in the PO;
“Cater Care” means Cater Care Services Pty Limited ACN 109 553 504 and its agents, servants and employees and any related bodies corporate as defined in the Corporations Law (if such a related body corporate is named as the party issuing the PO or accepting the Goods); and,
“Quoted Date” means the date of delivery as agreed between the Supplier and Cater Care if not set out in the PO and where a date is specified in the PO then that will be the Quoted Date.

1. STATUTORY PROVISIONS

These terms and conditions:

1. and the goods supplied or provided pursuant to them shall be subject to the provisions in particular the guarantee and warranty provisions of the Australian Consumer Law, any statutory amendment or re-enactment thereof for the time being in force and any other relevant and applicable State and/or Commonwealth legislation (“the Statutory Provisions”);
2. unless Cater Care otherwise agrees in writing, are the only terms and conditions of sale to which Cater Care will be bound and the Supplier agrees that these terms and conditions will in all circumstances prevail over the Supplier’s terms and conditions of sale (if any); and
3. supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of the Goods including, but not limited to, those relating to the performance of the Goods or the results that ought to be expected from using the Goods provided that if there is a contract in writing signed by both the Supplier and Cater Care then that contract supersedes these terms and conditions to the extent of any inconsistency

2. WARRANTIES

Subject to the Statutory Provisions:

1. Supplier warrants that the Goods supplied are of merchantable quality and shall comply with the description and specifications as set out in the PO or as reasonably inferred from the description in the PO or as set out in documentation published by the Supplier ;
2.  Supplier’s liability for breach of sub-clause 3(a) or a condition or warranty implied by law including without limitation the Statutory Provisions is unlimited and Cater Care may at its sole discretion in addition to any other rights it may have:

1. Require the replacement of the Goods or the supply of equivalent Goods at no cost to Cater Care; or
2. the repair of the Goods or payment of the cost of having the Goods repaired by a third party; or
3. the refund of the price paid by Cater Care for the Goods.

(c) Where the Supplier receives notice either from an authority or Cater Care to recall the Goods for whatever reason, the Supplier will forthwith at no cost to cater Care perform a full recall of all the Goods sold and delivered to Cater Care and pay a full refund to cater Care of the price paid for those Goods that have been collected or should have been collected. 

3. ADVICE

Subject to Statutory Rights, any advice, recommendation, information, assistance or service by Supplier in relation to the Goods is given in good faith and is believed to be appropriate and reliable and not misleading. Supplier shall be liable for any loss , expense or claim arising out of or in respect of such advice, recommendations, assistance or service provided to Cater Care except to the extent that is caused directly by Cater Care.

4. DELIVERY

Supplier will make all reasonable efforts to have the Goods delivered to Cater Care or as it directs on the Quoted Date, Cater Care shall not be liable for any failure or delay in delivery for any reason.

Delivery shall be effected by Supplier loading (which shall include discharging) the Goods (where these are not services being performed) into Cater Care’s own or nominated transport, container or storage facility, provided that if Cater Care considers that such loading would be hazardous or would be contrary to Cater Care’s policies, industry practice or statutory requirements then Cater Care will notify the Supplier and the Supplier must arrange alternate delivery. Any additional cost or delay shall be to the account of the Supplier.  Where the Goods are services that are being supplied the  delivery is deemed to occur on completion of the provision of the services or part of the services that have been performed to date 

5. RISK AND TITLE

1. Unless otherwise agreed in writing by Cater Care all risk in and title to the Goods shall pass to Cater Care upon delivery by the Supplier or its agent or to a carrier commissioned by Cater Care.
2. Without in any way limiting the operation of the foregoing, upon delivery of the Goods to Cater Care  or its agent or to a carrier commissioned by the Cater Care, the Supplier covenants and warrants to Cater Care that, in the storage and handling of the Goods, the Supplier and its agents and carriers shall comply with all relevant environmental laws and regulations, and to comply with all necessary and/or relevant permits or licences pertaining to the storing and handling of the Goods, and the Supplier shall ensure that the Supplier and its agents and carriers are familiar with and adhere to all the necessary and appropriate precautions and safety measures relating to the creation, storing and handling of the Goods(including the provision of services).

6. PRICE

Unless otherwise agreed in writing, the price charged for the Goods shall be the price set out in the PO and if no price is specified then as agreed to by Cater Care.  The price may vary from that specified where the goods are perishable items and then only to the prevailing price at the date when the PO is accepted by the Supplier.

7. FORCE MAJEURE

Deliveries may be totally or partially suspended by Supplier during any period in which either party may be relevantly prevented or hindered from manufacturing, delivering or receiving through any circumstances outside their reasonable control (other than the failure to pay any account when due), including but not limited to strikes, lockouts or other labour difficulty, inability to obtain any necessary materials, equipment, facilities or services, power or water shortage, accidents or breakdowns of plant, machinery, software, hardware or communication network. Neither party shall incur any liability to the other in respect of such suspension.

8. PAYMENT AND DEFAULT

Unless otherwise agreed expressly in writing, terms of payment shall be contained in the PO. Cater Care may dispute (acting reasonably) any amount in an invoice that is issued by the Supplier and any amount in dispute may be withheld from payment.  All other amounts must be paid by the due date. Should Cater Care not pay within the time stipulated on the invoice or as otherwise agreed, the Supplier may charge an overdue fee on the amount outstanding as liquidated damages at the rate of 7% pa (or such other rate as agreed in writing from time to time in lieu of  that rate).

9. LAWFUL USE OF THE GOODS

The Supplier undertakes with Cater Care :

1. that it will acquaint itself with the requirements of all relevant Government and Statutory or other authorities, bodies or corporations having jurisdiction in relation to the Goods and to the application to which the Goods are put;
2. that at all times whilst the Goods are in the Supplier’s possession or under its control it will comply with such requirements;
3. that it will procure that any supplier to them of the Goods will also acquaint themselves with and comply with such requirements;
4. that it will indemnify Cater Care against any liability resulting from a breach of such requirements.

(v) The Supplier undertakes that it will comply with Cater Care’s safety instructions as notified from time to time by Cater Care relating to the Goods.

10. GENERAL LIEN

The Supplier agrees not to register a personal property security (PPS) over any of the assets of Cater Care in respect to payment for the Goods or the PO issued in respect to the Goods.

11. SEVERANCE

If any provision of these terms and conditions or its application to any person or circumstance is or becomes invalid, illegal or unenforceable provision shall so far as possible be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of these terms and conditions shall not in any way be affected or impaired.

12. GOVERNING LAW

Ese terms and conditions shall be governed by and construed in accordance with the law in force in the State of New South Wales. The Supplier and Cater Care irrevocable submit to and accept, generally and unconditionally, the non-exclusive jurisdiction of any of the courts of the State of New South Wales as Cater Care may elect with respect to any legal action or proceedings which may be brought at any time relating in any way to this Contract.

13. TRANSACTION TAX

Where a transaction tax, including a goods and services tax (“GST”) and any transaction taxes that come into existence after the date of these terms and conditions, applies to any supply made under these terms and conditions, Supplier may recover from Cater Care an additional amount on account of that transaction tax in accordance with clause 9.

14. PATENTS

No right or licence is granted to the Supplier under any patent, copyright, registered design or other industrial property right of Cater Care except the right to sell to Goods.

15. SET-OFF

Either party may at any time set-off any amount owing by one to the other on any account whatsoever. 

16. INDEMNITY

The Supplier agrees to indemnify Cater Care and each of its related bodies corporate (each an Indemnified Person) for any liability, damage, loss, cost or expense (including, without limitation, damage to property, plant or equipment) suffered or incurred as a direct or indirect result of any act or omission by the Supplier or the Supplier’s employees, agents, contractors or subcontractors in breach of any warranty, undertaking or obligation under this Agreement or any legislation, regulation, bylaw, code or standard or any other act or omission, negligence or recklessness of the Supplier or its employees, agents or subcontractors.

17. COMPLIANCE WITH LAWS

The Supplier agrees that at all times the provision of the Goods will comply with all laws, and generally accepted industry standards in the country in which they are manufactured, produced or delivered, including all laws and standards relating to care safety, manufacture, storage,packaging, labelling (including claims), ticketing, loading, transporting (including chain of custody) and country of origin. 

Without limiting the previous paragraph, the Supplier acknowledges that Cater Care does not tolerate any form of modern slavery in its business or supply chain and that Cater Care expects all suppliers to comply with its Anti-slavery and Human Trafficking Policy.  The Supplier confirms that there is no form of modern slavery or human trafficking involved in the products or services the Supplier supplies to Cater Care.  The Supplier agrees to notify Cater Care immediately if the Supplier believes that there are any issues with the Supplier’s activities that would be contrary to our Anti-slavery and Human Trafficking Policy.