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The following terms apply to purchase orders authorised and issued by Preformed Line Products Pty Ltd Australia:
1) ENTIRE CONTRACT
a) Contractor will be deemed to have agreed to these terms and Conditions by issuing a purchase order acknowledgment, or Contractor’s commencement of performance.
b) Terms and conditions contained in a purchase order acknowledgment or any other documents provided by Contractor that are different than or in addition to these term are objected to and will not be binding on PLP.
c) Where the purchase order terms conflict with the terms herein, the terms herein shall take precedence.
d) The provisions of the United Nations Convention on Contracts for the international Sales of Goods revised in Vienna, Austria on the 11th April 1980 shall apply to this contract unless otherwise agreed by PLP in writing.
Any pricing specified in this order are fixed, firm and not subject to escalation and include all extras, for example freight or packaging. Unless otherwise specified in these conditions, no increase in prices will be allowed unless otherwise approved by Preformed Line Products in writing
3) PAYMENTS AND INVOICING
a) Subject to paragraphs 3b and 3c of this condition, the Contractor’s invoice must include at the minimum the following:
i) Packaging List and/or Bill of lading;
ii) Any requirements (such as Certificates of conformity) stated on the pertaining purchase order; and
iii) Commercial invoice.
Payment will be made within thirty (60) days of the end of the month in which a correct invoice and pertaining documentation had been submitted.
b) Payment made does not imply the acceptance of goods until all conditions outlined in this document have been met.
c) Where PLP agrees that delivery of Product may be made by instalments or that progress payments may be claimed by the “Contractor” in respect of the goods and/or service, the following apply:
i) The Contractor may invoice each instalment or progress payment and each invoice will be paid within thirty (30) days of the end of the month in which the delivery of the Product is completed, or the relevant invoice is received by PLP, whichever is the later; and
ii) A failure by Contractor to deliver on instalment or to complete any stage or part of the supply of the Product on time shall entitle PLP to terminate this order (either as a whole or only as to the undelivered or unperformed part).
d) Unless otherwise specified in these conditions or requested by PLP, all invoices must be sent to the Purchasers address which is specified on every purchase order.
a) The Product shall be delivered in the manner specified in Specifications and by the date specified by the purchase order.
b) Unless otherwise specified herein or agreed in writing by PLP, the Product may not be delivered by instalments and the Contractor shall not be entitled to progress payments.
c) All invoices, packing slips, delivery dockets, and correspondence must include the order number. Failure to do so may result in delays in processing such documents, inspection and acceptance of goods, and payment, and shall entitle PLP to claim an extension of time attending the same.
d) The Product subject of the contract/purchase shall be delivered as “Free on Board” (FOB) or “Free into Store (FIS) unless otherwise agreed.
e) PLP reserves the right to refuse liability for any Product delivered in excess of the quantity ordered (quantity ordered = quantity ordered + manufacturers tolerance) or not in accordance with any delivery schedule provided by PLP.
f) All deliveries must be accompanied by a delivery docket detailing the quantity and PLP Product code of the consignment.
g) Receipt of Product is only recognised when all conditions have been met and the product has successfully passed Goods Inward Inspection.
h) Unless otherwise agreed in writing, “Early Delivery” delivery of Product is not acceptable. In the context of this document, the term “Early Delivery” mean product that has been delivered 4 weeks before requested delivery date.
i) The “Contractor” is liable for:
1) any premium transportation charges resulting from Product not being manufactured within the agreed leadtime;
2) any handling, fumigation, custom or storage charges resulting from missing, incomplete and/or incorrect documentation being provided
All goods must be suitable packed or otherwise prepared for transportation in such a way as to avoid damage, to comply with the carriers requirements and to secure minimum transportation costs and insurance rates.
Where delivery relates to product that may be affected by environmental conditions (such as Sheet Metal that may corrode), the expectation is that product is preserved as to prevent deteriation in quality and functionality; each consignment is to be identified with an Preformed Line Products recognized part number, quantity, delivery date and purchase order number.
6) INSPECTION AND TITLE
a) All Product delivered to PLP is subject to inspection. PLP’s signing of a delivery docket does not constitute acceptance.
b) All Products, notwithstanding the acceptance of a delivery or the payment by PLP of the whole or any part of the purchase price, shall be subject to inspection and testing by PLP after arrival and unpacking at the ultimate designation.
In the event that Product is found to be unsatisfactory, defective, inferior quality, poor workmanship or not in accordance with these conditions/specifications, PLP may, without prejudice to any right or remedy available to it, reject goods and return to the Contractor at the Contractor’s cost and expense. The Contractor shall reimburse PLP for any amount paid by PLP for the Product, as well as all costs and expenses incurred by PLP in returning the goods.
c) PLP reserve the right to inspect, and test the goods whilst they are being manufactured, and may enter upon the premises of the Contractor from time to time with prior approval from the Contractor.
PLP may reject any work preformed or being performed that does not conform to this contract or the purchase order, whereupon the work rejected shall be re-done at no additional cost or expense to PLP. Any such inspection shall not relieve the Contractor of any obligations herein.
d) With the exception of Product rejected by PLP, title of goods shall pass after PLP’s acceptance, which includes a reasonable time to inspect the Product.
The Contractor warrants that:
a) The Product complies with this contract and with any samples previously approved by PLP Engineering department.
b) The Product is of merchantable quality and free of defects in material and workmanship;
c) The Product is compliant with the Engineering standards established by PLP; and
d) The Product is new.
The foregoing warranties are in addition to any express warranties given by the Contractor and any warranties implied by Law.
8) CONFIDENTIAL INFORMATION
Any information provided by PLP, including but not limited to specifications, engineering and other data, software, drawings, sketches, blue-prints (or any third party at the request of PLP) belong to PLP and is strictly confidential. The Contractor shall:
a) Not use or copy the information for any purpose other than the fulfilment of this contract or an order;
b) Not disclose the information to any other person without prior written consent of PLP; and
c) Return or hand the same (including, if so demanded by PLP, all copies) to PLP on completion of the delivery of goods and/or performance of services.
d) That pricing and the terms and conditions allied with this contract are exclusive to PLP and not disclosed to any other party without the prior written approval of PLP.
The Contractor warrants that the manufacture, supply or use of the Product will not infringe upon the rights of any third party (whether copyright, registered design, patent, trademark, confidential information or otherwise) or violate any applicable law. The Contractor shall indemnify, defend and hold PLP harmless from and against any loss, liability, claim suit and costs arising from breach of this warranty.
10) NON ASSIGNMENT
This contract is personal to the Contractor and may not be assigned, mortgage, charged or dealt with in any way. Without limiting this, the Contractor may not, absent PLP’s prior written agreement, subcontract the whole or any part of its obligations under these conditions.
a) PLP may at any time prior to delivery of the Product cancel all or part of this order.
b) Without limiting paragraph (a) of this condition, should default be made by the Contractor in complying with these conditions, or should the Contractor be or become bankrupt, PLP may forthwith terminate any order resulting from this contract by notice in writing to the Contractor without prejudice to any other right or remedy of PLP under or in respect of these conditions or such event. PLP shall not be obliged to make any payment to the Contractor in respect of such termination. In this paragraph “bankrupt” means and includes the situation where execution has been levied upon the whole or any part of the assets of the Contractor and, in respect of a Contractor who is an individual, the situation where the Contractor has committed an act of bankruptcy or is or become bankrupt or subject to any deed of assignment, arrangement or composition with his creditors in accordance with the bankruptcy laws, and in respect of a Contractor who is a corporation, the situation where the Contractor is wound up or is the subject of the presentation of a petition or the making of an order or the passing of a resolution for its winding up, or is placed under official management, or causes a meeting of its creditors to be summoned for the purpose of placing it under official management, or has a receiver or receiver and management appointed in respect of all or any part of its affairs or is subject to an application for any such appointment, or has a compromise or arrangement proposed between itself and its creditors or any class of them.
c) Where a cancellation is not a termination of contract pursuant to paragraph 11(b), PLP shall:
i) Give written notice to the Contractor whereupon the Contractor shall cease all work in relation to the goods and/or services;
ii) (provided the Contractor is not in default hereunder) be liable, where goods are not yet completed for delivery or services not fully performed, only for:
1. costs actually incurred by the Contractor up to the date of cancellation;
2. that part of the profit element of the price for the goods and/or services which is the same fraction of the total profit element as the stage reached in the completion of the goods and/or services as a whole; and
3. such winding down or disestablishment expenses as shall be agreed between PLP and the Contractor
iii) (provided the Contractor is not in default hereunder) be liable, where the goods are completed for delivery, for the cost thereof as specified in these conditions only where the Contractor is not able readily to dispose of the goods elsewhere.
In the event of any dispute regarding the amount of PLP liability under paragraph (c) such amount shall be determined by PLP auditors for the time being, who shall act as experts and not as arbitrators, and whose decision shall be final and binding on the parties. Upon payment of any such amounts, title to any materials or goods, whether completed or not, intended for fulfilment of this order shall pass to PLP.
The failure by PLP to enforce any of these conditions or to take action in respect of any breach shall not be a waiver of any of these conditions even if such failure or breach is continuing and habitual or repeated from time to time and no estoppels may be pleaded against PLP either by Law or in equity in any circumstances whatsoever.
Contractor shall protect, hold harmless and save PLP and its shareholders, directors, officers, agents and employees from and against all loss, cost, liability, or expense, including but not limited to installation charges, attorneys’ fees, in connection with, or arising or resulting, directly or indirectly, from, any act or failure to act by Seller in connection with this Agreement.
14) GOVERNING LAW
Any action or proceeding (including but not limited to arbitration) seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought in the courts of the Country in which the “Product” has been value added and converted to a Finished Good. The parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) and waive any objection to venue in connection therewith.
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