Lion Purchasing Terms and Conditions
PLEASE NOTE: these terms have been updated on 9 November 2023
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 agreed procedures;
Products means the products 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 (Cth);
Services means the services that You supply to Us at Our request from time to time;
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; and
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 other than a written agreement signed by authorised signatories of You and Us.
- 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 reasonable additional costs and expenses directly 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; and
(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) do not infringe the rights (including any intellectual property rights) of any third party; and
(c) You have and will maintain all necessary authorisations, permits, approvals and licenses to supply the Products and/or Services.
- We may reject any Products or Services that do not comply with the provisions of clause 1 or clause 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:
(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 30 days from date of invoice. 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. For the avoidance of doubt, We retain all rights, title and interest in and to Our intellectual property.
- You acknowledge that one or more of Our Related Body Corporates may purchase Products and/or Services from You.
- You must comply with Lion’s Responsible Sourcing Code, Lion’s Code of Conduct and all other policies made available at Our Policies & Reporting - Lion Corporate as amended from time to time. We will provide You with notice of any amendments to these policies, and if, in Your reasonable opinion, the changes are materially detrimental to You, You must notify Us as soon as practicable in writing. In such case, We may agree that such amended policies do not apply to You. If We do not agree that such amended policies do not apply to You, You may terminate these terms and conditions on at least 30 days’ written notice to Us. We acknowledge and agree that any amended policies will not apply to any purchase orders which have already been accepted by You.
- Either of Us may terminate the supply arrangement governed by these terms and conditions 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) to the extent permitted by law, 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.
- The rights of each party under these terms and conditions are personal. A party may not novate, assign, charge, transfer or otherwise encumber or dispose of any of their rights under these terms and conditions unless the prior written consent of each other party has been obtained, which consent can only be withheld on reasonable grounds or subject to reasonable conditions, including the entry into a novation agreement, except that You consent to Us novating these terms and conditions to a related company provided that We give notice to You of the novation.
- These are Our standard terms of purchasing. 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 https://lionco.com/legal/terms-and-conditions/purchasing-terms-and-conditions/, as printed on the relevant invoice or as otherwise notified to You prior to the date of supply.
- These Terms are governed by the laws of the Australian or New Zealand location in which the Products and/or Services are supplied by You. You and We accept the non-exclusive jurisdiction of those courts.