Lion Pty Limited Purchasing Terms and Conditions
In these terms and conditions, the words below have the following meanings:
Lion Group means Lion Pty Ltd (ABN 50 128 004 268) and any of its Related Bodies Corporates;
Order means a purchase order given by Us to You in accordance with the procedures determined by Us and notified to the You from time to time;
Products means the products that You supply to Us at Our request from time to time;
Services means the services that You supply to Us at Our request from time to time;
Related Bodies Corporate has the meaning in section 9 of the Corporations Act 2001 (Cwlth);
We, Us or Our refers to the Lion Group entity that You are supplying Your Products and / or Services to, as specified on an Order;
You or Your means the supplier specified on an invoice or other agreement with Us, or the supplier from whom the Products or Services are supplied, and if more than one person, each of them jointly and severally.
- You must supply the Products and/or Services in accordance with Our Orders, on time, with due care and skill and in accordance with all applicable laws. You acknowledge that, unless We specifically agree in writing otherwise, We do not agree to purchase any minimum quantity of Products or Services.
- By providing the Products and/or Services, You agree to be bound by these Terms and conditions to the exclusion of all other terms and conditions, including any of Your standard or back of invoice terms and conditions.
- Except in circumstances that are outside Your reasonable control, if You accept an Order, and subsequently You are unable or unwilling to provide the Products or perform the Services for any reason, We may engage an alternate provider to provide the same or similar products and/or services and You will be liable to compensate Us for any additional costs and expenses incurred by Us in engaging such alternate provider.
- We reserve the right:
- (a) at any time prior to the Products being dispatched by You or Services being supplied by You, to cancel all or any part of an Order by giving notice in writing to You; and
- (b) at any time, to correct any errors or omissions in any of Our Orders or other documentation issued by Us.
- We will endeavour to minimise any loss to You arising from any cancellation under clause 4, but will only be liable to pay Your reasonable costs of work in progress as at the date of cancellation.
- Unless We expressly agree otherwise, You must (at Your cost) provide all personnel, equipment, facilities and all other things necessary to fulfil Your supply obligations to Us.
- You represent and warrant to Us that:
- (a) the Products:
- (i) are unencumbered;
- (ii) comply with any Product specifications communicated to You;
- (iii) are of merchantable quality, free from defects and suitable for the purpose for which the they are intended to be used;
- (iv) do not infringe the rights (including any intellectual property rights) of any third party;
- (b) the Services:
- (i) comply with any Service specifications agreed by Us;
- (ii) will be supplied with all due care and skill by suitably qualified staff; and
- (iii) and do not infringe the rights (including any intellectual property rights) of any third party.
- (c) You have and will maintain all necessary authorisations, permits, approvals and licenses to supply the Products and/or Services.
- (a) the Products:
- We may reject, at Your cost, any Products or Services that do not comply with the provisions of clause 1 or 7. At Our request, You agree to promptly replace, at Your cost, any non-complying Products or Services with complying Products or Services, and pay Us any additional costs or expenses incurred by Us.
- You agree to indemnify the Lion Group against any loss, liability, damages, costs and expenses suffered or incurred by the Lion Group as a result of or in connection with:
- (a) Your or any of Your employees’, agents’ or subcontractors’ breach of these terms and conditions (including any warranty);
- (b) any negligent, wilful or unlawful act or omission by You or any of Your employees, agents or subcontractors; or
- (c) any death or injury, loss or damage caused by or contributed to by the Products or Services or any act or omission by You, except to the extent that any of the loss, liability, damages, costs and expenses are caused by or contributed to by Our negligent act or omission.
- You must effect and maintain insurance policies covering:
- (a) public liability insurance for an amount not less than $20,000,000;
- (b) workers compensation insurance as required by law; and
- (c) any other insurance as required by law or that a prudent person would take out in relation to the supply of the Products or Services.
- In return for You providing the Products and/or Services to Us in accordance with these terms and conditions, We agree to pay the agreed fees applicable to the supply of those Products and/or Services. Subject to clause 13, You agree that You are responsible for all freight costs, taxes, charges, levies and other costs in connection with the supply of the Products and/or Services, unless expressly agreed otherwise by Us.
- We will pay Your tax invoices 62 days from the end of month of receipt. If We, acting reasonably, dispute any amount claimed by You under any invoice, We may withhold payment of that amount until such time as the dispute is resolved.
- If GST is imposed on any supply made by one party (“GST Supplier”) to the other party under this agreement, the recipient of the supply (“Recipient”) must pay, in addition to any consideration payable under this agreement for the supply, an additional amount for the supply calculated by multiplying the prevailing GST rate by the consideration for the relevant supply provided always that the GST Supplier issues a valid tax invoice to the Recipient within 7 days after the occurrence of any event that causes the GST liability of the GST Supplier on any taxable supply to the Recipient to be attributed to a particular tax period.
- Each party acknowledges that the confidential information of the other party is valuable to the other party. Each party undertakes to keep the confidential information of the other party secret and to protect and preserve the confidential nature and secrecy of the confidential information of the other party.
- You are not permitted to use any of Our intellectual property for any purpose without Our prior written consent. You assign to Us all rights, title and interests in all existing and future intellectual property commissioned by Us and authored or developed by You or Your employees, contractors or agents in the past and in the future in connection with the provision of the Products and/or Services.
- You acknowledge that one or more of Our Related Body Corporates may purchase Products and/or Services from You. You indemnify each of Our Related Body Corporates against any loss or damage they suffer as a result of Your breach of these Terms of any act or omission by You under or in connection with these Terms. We accept the benefit of this indemnity as agent for each of Our Related Body Corporates.
- LD&D Australia Pty Ltd acts as agent for and on behalf of LD&D Milk Pty Limited, LD&D Foods Pty Limited, Berri Pty Limited, Butterfields Specialty Foods Pty Ltd, Dairy Farmers Pty Limited, Dairy Vale Foods Pty Ltd and QUD Pty Ltd in various circumstances.
- Either of Us may terminate the supply arrangement governed by these terms and conditions immediately by written notice if:
- (a) the other person has not remedied a breach of these terms and conditions within 14 days of the first person notifying the other to do so; or
- (b) the other person is insolvent, in liquidation, a receiver or manager is appointed over it or its assets or it is otherwise unable to pay its debts as and when they fall due.
- Without limiting clauses 7 and 9 of these terms and conditions, unless otherwise agreed by Us, title to and risk in any Products passes on delivery of the Products to Us.
- You remain liable to Us for the acts or omissions of any of Your agents or sub-contractors in the same way as You are liable for Your own actions. You must ensure that Your employees, agents and sub-contractors comply with these terms and conditions.
- You must not assign, transfer, novate, encumber or otherwise deal with all or part of Your rights or obligations under these terms and conditions without Our prior written consent.
- These are Our standard terms of purchasing and We may change them from time to time on 7 days’ notice. When You supply Products and / or Services to Us, You are offering to supply them on the most up-to-date version of these Terms as made available at <[insert link to where this will be on the website]>, as printed on the relevant invoice or as otherwise notified to You.
- Any leniency, indulgence or extension of time We grant You (whether under these Terms or under any other dealing with You) does not affect Our rights in any way and does not constitute a waiver of those rights or of any of these Terms.
- Any remedies in these Terms do not limit or affect any remedies available to Us in law or equity.
- The invalidity or unenforceability of any provision of these Terms does not affect the validity or enforceability of the remaining provisions.
- These Terms are governed by the laws of the State in which the Products and/or Services are supplied by You. You and We accept the non-exclusive jurisdiction of those courts.