General Terms and Conditions
1.1 These are the terms and conditions (the “Purchase Order”) upon which the Te Pūkenga – New Zealand Institute of Skills and Technology trading as Ara Institute of Canterbury (Ara) acquires products, equipment, goods, services, and advice (the “Goods and/or Services”) from any individual, Company, or other entity (the “Supplier”).
1.2 Subject to a separate written agreement to the contrary, this Purchase Order takes precedence over any terms and conditions of the Supplier. No variation will be binding without the prior written consent of Ara.
1.3 Ara will not accept responsibility for any Order unless it is made in accordance with either a valid Unimarket Purchase Order or valid Unimarket Blanket Order.
A supplier when receiving a blanket order should treat it as a purchase order unless specified otherwise in these general terms and conditions.
2.1 The Supplier must deliver the Goods and/or Services to a location nominated by Ara, no later than the time(s) specified in this Order. Time will be of the essence. Ara reserves the right to cancel any order wholly or in part, without redress, if it is not fulfilled by the stated delivery date, or if no delivery date is stated, within a reasonable time.
2.2 The Supplier will adequately pack and protect the Goods and/or Services against damage and deterioration and Ara accepts no responsibility for delivery of the Goods and/or Services (unless otherwise agreed), nor for any packing, freight, or insurance, unless authorised by this Order.
3.1 Risk and title to the Goods and/or Services will remain with the Supplier until the Goods and/or Services have been delivered to the location nominated by Ara.
4.1 In addition to all warranties, terms or conditions expressed or implied by law or otherwise, the Supplier warrants that the Goods and/or Services supplied:
a) are of a good quality as determined by good industry practice in which the Supplier operates;
b) in respect of Goods, at the time of delivery are fit for their normal purpose, or any other purpose Ara has made known to the Supplier or its agents, or that the Supplier has represented they are or will be fit;
c) in respect of Services, the Supplier shall exercise the degree of skill, care and diligence expected from competent, qualified and experienced professionals;
d) comply with any agreed specifications, supplied descriptions and all statutory or regulatory requirements;
e) are free of any security interest, lien or other encumbrance (not disclosed to Ara), and that Ara will have undisturbed possession of the Goods and/or Services; and
f) do not, and will not, infringe any intellectual property rights.
4.2 The Supplier shall ensure that the benefit of any manufacturer’s warranties relating to the Goods and/or Services, or component parts of the Goods and/or Services, is passed on to Ara. The Supplier further warrants that it has the right to sell the Goods and/or Services to Ara, upon the terms of this Order, and that, if applicable, it has complied with the approved codes of practice under the Health and Safety at Work Act 2015 and associated regulations (or any legislative or regulatory instrument superseding it).
5.1 In the event that the Goods and/or Services provided by the Supplier fail to comply with any of the warranties above, then Ara may, at any time, without limiting or waiving any of its other rights against the Supplier, cancel the Order and return the Goods and/or Services to the Supplier, whereupon the Supplier shall refund the full purchase price of the Goods and/or Services and all reasonable costs Ara has incurred in the cancellation, including any costs associated with returning any Goods and/or Services.
6.1 All Intellectual Property in, and relating to the Goods and/or Services, and any alterations, additions or amendments thereto, including copyright, in any patterns, tools, drawings or processes supplied or paid for, by Ara will remain, or be solely, owned by Ara. All Intellectual Property originating from either Party prior to the commencement of this Order, including that which may be used for the purposes of fulfilling this Order, shall remain the exclusive property of the party introducing the same.
7.1 The Supplier hereby indemnifies and will keep Ara indemnified against all costs, damages (whether direct or indirect), proceedings, losses, liabilities or other expenses (including reasonable legal fees) incurred by Ara resulting from any failure of the Goods and/or Services, including but not limited to, any failure to comply with the warranties above, or actual or alleged infringement of intellectual property rights.
8.1 In accordance with the Health and Safety at Work Act 2015 (the “Act”), the parties will consult with each other, and any others involved in the supply of the Goods and/or Services, to manage all hazards and risks that they can each influence. Before starting work the Supplier will prepare a health and safety plan for the work (the “Plan”), provide it to Ara for review, and revise it to address any feedback. The parties will comply with the Plan. The Supplier will take all reasonably practicable steps to comply with any other reasonable Ara health and safety request. If either party subsequently identifies a hazard, risk or safety measure that is not addressed in the Plan, they shall notify the other and the Supplier shall update the Plan in consultation with Ara. If appropriate the parties shall then consult in good faith on whether any variation to the Order is reasonably required. If requested by a party, the parties will meet at completion of the Order to review health and safety matters. Neither party has or will assume the other party’s obligations under the Act. If required by Ara, the Supplier will meet Ara’s safety pre-qualification requirements.
8.2 Where any Order includes the provision of training services or support/maintenance or installation services, the Supplier will ensure that those services and any relevant spares or parts are supplied promptly, and in accordance with industry best practice.
9.1 The Supplier, its officers, employees, agents and/or sub-contractors will treat any information supplied to it as confidential information and acknowledges that it will only use this information for the purposes it was supplied, and only to the extent necessary to fulfil the Order. It undertakes not disclose, cause to be published, make known to any third parties, any confidential information, details concerning the Order(s), or details relating to any intellectual property material, without Ara’s prior written consent. The Supplier will return the confidential information to Ara upon request, or if no request is made, within 1 month of completion or termination of the Order.
10.1 If the Supplier has a Receiver appointed over the whole or part of its assets or if an Order is made or a resolution passed winding up the Supplier’s business then, Ara may at its election:
a) cancel the Order summarily by notice in writing without compensation to the Supplier; or
b) give any Receiver, Liquidator or other person the option of fulfilling the Order.
11.1 You must:
a) on Delivery of the products, send detailed advice notes (packing slips), which must accompany the products to the ship-to location.
b) clearly indicate any substances in the products which may be released during the handling, installation, use or disposal of the products which are or may be hazardous to human health, animal health or the environment per the Hazardous Substances and New Organisms Act 1996 by clearly marking those products and by including appropriate and prominent precautions in documentation accompanying the products.
c) mark the order number on all advice notes, and invoices as a prerequisite for Ara accepting delivery and making payment.
d) Ara Institute of Canterbury will pay the Supplier for the Goods and/or Services the price(s) quoted in this Order by the 20th day of the month following the stated delivery date or completion of the Order where Services are involved, or the 20th of the month following receipt of an appropriate invoice for the Goods and/or Services from the Supplier, whichever is later. Unless expressly stated otherwise, price(s) stated in this Order shall be all inclusive, including the costs of customs agents, carrier fees, freight, insurance, tariffs, duties, taxes or any kind, assessments, other levies or expenses where those costs are incurred by the Supplier. Ara Institute of Canterbury shall not be required to pay any part of an invoice if it is genuinely and reasonably disputed, until the dispute is resolved.
e) for blanket orders that have not specified the price, Ara Institute of Canterbury will pay the Supplier for the Goods and/or Services based on an agreed quote from the supplier or the matching approved contract associated with the blanket order.
12.1 Any dispute between the parties regarding these general terms and conditions is to be settled by discussion and negotiation between the parties.
12.2 If unresolved within 30 working days, the dispute will be referred to mediation. Mediation may be initiated by either party. The party initiating mediation must give written notice to the other party explaining what is in dispute. The parties will agree on a suitable person to act as mediator or will ask the Resolution Institute or the Arbitrators’ and Mediators’ Institute of New Zealand Inc to appoint a mediator. If the matter cannot be resolved through mediation, the dispute will be arbitrated in accordance with the Arbitration Act 1996.
12.3 Nothing in this clause will preclude either party from taking immediate steps to seek urgent interlocutory relief before a New Zealand court.
13.1 This Order, and any related Agreements will be governed exclusively by the laws of New Zealand, and submit to the jurisdiction of the New Zealand Courts.