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Purchase Order Terms and Conditions

  1. SUPPLY OF GOODS AND/OR SERVICES

    1. The Supplier agrees to sell, and Coates Hire agrees to buy the Goods and/or Services on and subject to the Order and these Purchase Order Terms and Conditions (“the Terms”).
    2. These Terms constitute the entire agreement and supersede any other agreement or understanding between the parties. If the Supplier’s terms are supplied with the Goods or Services, those terms will be of no legal effect (even if any representative of Coates Hire signs those terms or annexes the terms and conditions to any Order).
    3. The Supplier must, in supplying the Goods or performing the Services, comply with the Coates Hire Code of Conduct.
    4. On request by Coates Hire, the Supplier must provide any information and assistance required by Coates Hire on any matter relating to the Goods and/or Services.
  2. DELIVERY

    1. The Supplier must deliver the Goods to the Delivery Address by the Delivery Date.
    2. The Supplier must ensure that the Goods are suitably packed to avoid damage in transit or in storage.
    3. Packages must be marked with the Order number, item number, destination, contents, quantity, date and method of dispatch and weight of each package.
    4. On reasonable notice, the Supplier must provide and procure for Coates Hire (and its representatives) full access to all premises and locations to allow Coates Hire to inspect the Goods at any time prior to their Delivery.
  3. TITLE

    1. Title in the Goods passes to Coates Hire upon delivery.
  4. PRICE

    1. Coates Hire must pay the Supplier the Price for the Goods and/or Services based on the rates and quantities set out in the Order.
    2. Coates Hire may direct the Supplier to alter, add to or omit all or part of the Goods and/or Services. The price for such variation will be based on the rates set out in the Order unless otherwise agreed by the parties.
    3. The Price is inclusive of all costs incurred by the Supplier in the supply of the Goods and/or performance of the Services.
    4. If VAT is imposed on any supply made by the Supplier under or in connection with the Order, the Supplier must provide Coates Hire with a valid tax invoice before Coates Hire will pay the VAT amount to the Supplier.
  5. INVOICING

    1. The Supplier must provide to Coates Hire a Supplier Delivery Document upon delivery of the Goods and/or completion of the Services. All invoices must include an Order Number.
    2. Coates Hire is not obliged to pay any invoice or part of the invoice that has not been submitted in accordance with the Terms (including but not limited to invoices submitted without an Order Number) or which relates to Goods or Services that have not been accepted by Coates Hire and are the subject of a Dispute (as defined in clause 8.1).
    3. Subject to clause 5.1, Coates Hire will pay all invoices that comply with the Terms within 45 days from the end of the month in which the invoice was received, except where Coates Hire disputes the Supplier Delivery Document or invoice, in which case:
      1. Coates Hire may withhold payment pending resolution of the Dispute; and
      2. if upon resolution of the Dispute, it is determined that Coates Hire must pay an amount to the Supplier, Coates Hire must pay that amount within 14 days of such resolution.
    4. Coates Hire may reduce any payment due to the Supplier under the Terms by any amount which the Supplier must pay Coates Hire, including costs, charges, damages and expenses and any debts owed by the Supplier to Coates Hire on any account whatsoever. This does not limit Coates Hire’s right to recover those amounts in other way.
  6. QUALITY

    1. The Supplier warrants that:
      1. the Goods and/or Services match the description referred to in the Order, and conform to all relevant specifications, drawings, samples, and descriptions.
      2. the Goods and/or Services are fit for Coates Hire’s intended purpose.
      3. the Goods are of reasonable quality and, unless otherwise specified in the Order, are new.
      4. the Services will be performed in a thorough, professional, and competent manner using the standard of care, skill and diligence that would reasonably be expected from an experienced provider of similar services and expertise in Australia.
      5. the Goods are free of all liens and encumbrances and the Supplier has good title to them.
      6. its employees, contractors, and agents will at all times hold all licenses required by Law for the supply of the Goods and/or the performance of the Services; and
      7. there are no terms, conditions or restrictions which will become binding on Coates Hire as a result of the sale of the Goods to Coates Hire or the use of the Goods by Coates Hire or the resale or hiring out of the Goods by Coates Hire.
  7. DEFECTIVE GOODS AND SERVICES

    1. If, any of the Goods or Services are found to be Defective, Coates Hire may, at the Supplier’s cost:
      1. return the Defective Goods to the Supplier.
      2. reject the Defective Services.
      3. repair or make good the Defective Goods; or
      4. re-perform or make good the Defective Services.
    2. The Supplier must at the Supplier’s cost, if requested to do so by Coates Hire:
      1. repair or replace the Defective Goods.
      2. re-perform or make good the Defective Services; or
      3. reimburse Coates Hire for any expenses incurred in repairing, re- performing, or making good (as the case may be) any Defective Goods or Services.
  8. DISPUTE RESOLUTON

    1. If a difference or dispute between the parties arises in connection with an invoice or the subject matter or interpretation of the Terms (“Dispute”), either party may give the other party written notice of the Dispute identifying and providing details of the Dispute (“Dispute Notice”).
    2. Within 7 business days of receipt of the Dispute Notice, representatives of the parties having authority to bind the parties shall discuss the Dispute (“Dispute Meeting”).
    3. Providing the provisions of this clause have been complied with and the Dispute has not been resolved within 10 business days following the Dispute Meeting, either party may commence proceedings in court.
  9. INTELLECTUAL PROPERTY

    1. If the Supplier is manufacturing or procuring the manufacture of the Goods and the Goods are required to be manufactured or fabricated to Coates Hire’s specifications or special requirements (and are not goods of the type ordinarily manufactured by the Supplier or the Supplier’s sub-contractors) Coates Hire will own all intellectual property rights of any kind that arise as a result of, or in the course of, the design or manufacture of the Goods.
    2. If the Services are required to be performed to Coates Hire’s specifications or special requirements Coates Hire will own all intellectual property rights of any kind that arise as a result of, or in the course of, the performance of the Services.
    3. The Supplier will do all necessary acts to give effect to Coates Hire’s rights under clauses 9.1 and 9.2.
    4. The Supplier warrants that the supply of the Services and Goods to Coates Hire, the use of the Goods by Coates Hire or any resale or hiring out of the Goods by Coates Hire will not infringe the intellectual property rights of any person and Coates Hire will not have to pay any license fee, royalty, or other amount to any person in connection with the Services or Goods.
  10. MODERN SLAVERY

    1. Modern Slavery Obligations
      The Supplier warrants that:

      1. it is aware of and compliant with its obligations under the Slavery Eradication Regulations and Modern Slavery Law (to the extent that they apply to the Supplier).
      2. there has been no conviction, and there is no outstanding investigation, request, or order, regarding the Supplier under the Slavery Eradication Regulations and/or Modern Slavery Law (to the extent that it applies to the Supplier).
      3. it will, whether it has a reporting obligation under the Modern Slavery Law:
        1. not knowingly engage in or cause any form of Modern Slavery in its operations and supply chains.
        2. take reasonable steps to manage the risk of Modern Slavery in its operations and supply chains.
        3. promptly notify Coates Hire of any instance of actual or suspected Modern Slavery in its operations or supply chains that it becomes aware of.
        4. promptly provide Coates Hire at no cost with such information, assistance and access to its site, personnel and documents as may be reasonably requested to enable Coates Hire to comply with its obligations under the Slavery Eradication Regulations and/or the Modern Slavery Law (to the extent that it applies to the Supplier) and to audit the Supplier’ s compliance with this clause.
        5. consent to Coates Hire disclosing or reporting any information provided by the Supplier under this clause (including waiving any confidentiality claim); and
        6. be responsible for passing down to its subcontractors and suppliers’ similar obligations to those in this clause.
    2. Breach of Warranty
      If Coates Hire believes that the Supplier has breached this clause, it will notify the Supplier and provide details of the alleged breach. If required by Coates Hire, the Parties will meet to discuss any deficiencies in the Supplier’s systems and policies and identify areas for improvement. If the Supplier fails to rectify any outstanding concerns to the reasonable satisfaction of Coates Hire, then Coates Hire may immediately terminate the Terms by notice in writing.
  11. GENERAL

    1. Either party may terminate an Order in its absolute discretion by giving the other party 7 days’ notice in writing prior to the Delivery Date. In such case no Price will be payable by Coates Hire. Termination of the Order pursuant to this clause shall be without prejudice to the rights of either party which accrued before termination.
    2. Coates Hire may terminate an Order with immediate effect where it reasonably believes that the Supplier has breached the Code of Conduct in any material respect. The only Price payable to the Supplier following termination of the Order will be for Goods or Services delivered to Coates Hire in accordance with the Terms prior to the breach.
    3. Any amount paid by Coates Hire to any subcontractor or supplier of the Supplier pursuant to any notice of claim served on Coates Hire by such subcontractor or supplier under relevant Indonesian Regulation shall be a debt due and payable by the Supplier to Coates Hire.
    4. Coates Hire shall have no liability to the Supplier in respect of any matter in connection with the Order unless a claim together with full particulars is lodged with Coates Hire within 21 days of the occurrence of the event on which the claim is based.
    5. If any provision or part of any provision of the Terms is unenforceable, such unenforceability shall not affect any other part of such provision or any other provision of the Terms.
    6. Delivery acronyms such as FCA, FOB, CIF shall be interpreted in accordance with INCOTERMS 2021 edition.
    7. The Terms shall be governed by the laws of Indonesia the Parties agree to submit to the jurisdiction of the Courts of Indonesia.
    8. Coates Hire agrees that it will deal with all personal information provided by the Supplier in accordance with its legal obligations and the Coates Hire Privacy Policy, a copy of which is available on the Website.
    9. If the Supplier subcontracts any part of the Services:
      1. The terms of the subcontract must be consistent with the Terms.
      2. The Supplier’s obligations are not lessened or otherwise affected by subcontracting the performance of those Services; and
      3. The Supplier is responsible for ensuring their subcontractors’ compliance with the Code of Conduct.
  12. LIABILITY AND INDEMNITY

    1. The Supplier shall indemnify and hold Coates Hire harmless against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment (including any legal costs on a full indemnity basis) arising out of, or in connection with, the supply of the Goods or Services in respect of:
      1. personal injury to, or the death of, any person.
      2. loss of, damage to, or loss of use of, any property, including property of Coates Hire.
      3. any claim that the Goods and/or Services infringe the intellectual property rights of a third party.
      4. a breach of clause 6 of these Terms; and
      5. wrongful or negligent act or omission by or on behalf of the Supplier, including a breach of the Terms.
    2. The Supplier is responsible for all acts or omissions of the Supplier’s officers, employees, agents and contractors in relation to the provision of the Services and supply of the Goods.
    3. The Supplier must remedy any environmental damage or degradation resulting from the Supplier’s actions or omissions.
  13. EXCLUSIONS FROM SMALL BUSINESS CONTRACTS
    Not applicable.
  14. DEFINITIONS

    • Coates Hire means PT Coates Hire Indonesia and PT Coates Services Indonesia, or the Coates Hire entity named in the Order.
    • Code of Conduct means the Coates Hire Code of Conduct, a copy of which is available on the Website.
    • Defective means Goods and/or Services (or any aspect of them) which are not in accordance with the Order, or which are damaged, deficient, faulty, inadequate, or incomplete.
    • Delivery Address means the place for delivery specified on the Order.
    • Delivery Date means the delivery date specified on the Order, or a date subsequently notified in writing by Coates Hire to the Supplier.
    • Exploitation means an exploitative act with or without victim consent, which includes prostitution, forced labor or services, slavery or slavery-like practices, oppression, extortion, physical utilization, sexual utilization, reproductive organs utilization, or unlawfully transferring or transplanting organs and/or body tissues or uses other parties’ power or ability to obtain material and immaterial benefits, applicable to both children and adults alike.
    • Goods means the goods, if any, described in the Order.
    • VAT has the meaning given to that term under the Indonesia Tax System.
    • Human Trafficking is the act of recruiting, transporting, collecting, sending, transferring, or accepting someone with threats violence, the use of force, kidnapping, confinement, forgery, fraud, abuse of power or vulnerable position of a person, debt bondage or giving payment or benefits, which would result in a person controlling the vulnerable person giving approval, whether that is done within Indonesia or cross border, with the vulnerable person not having the ability or capability to refuse or object.
    • Law means:
      1. Commonwealth, State and local Government legislation including regulations, by-laws, orders, awards and proclamations.
      2. Indonesian central, provincial, regional, local government legislation.
      3. common law and equity.
      4. authority requirements and consents, certificates, licenses, permits and approvals (including conditions in respect of those consents, certificates, licenses, permits and approvals); and
      5. guidelines of Authorities with which the Supplier is legally required to comply.
    • Modern Slavery means any practice or conduct described as ‘modern slavery’, Exploitation or Human Trafficking in the Modern Slavery Law and the Slavery Eradication Regulations.
    • Modern Slavery Law means any modern slavery legislative requirements in any jurisdiction that are applicable to the Supplier, Coates Hire or these Terms, including the Modern Slavery Act 2018 (Cath), the Modern Slavery Act 2018 (NSW).
    • Order means the purchase order issued by Coates Hire to the Supplier from time to time containing, amongst other things, a description of the Goods and/or Services.
    • Order Number means a 7-digit number, which appears on all valid Orders.
    • Price means the price set out in the Order which is exclusive of GST but is inclusive of all other costs and charges.
    • Services means the services, if any, described in the Order.
    • Slavery Eradication Regulations means all Indonesian anti-slavery related regulations, as may be passed, and amended from time to time, which protect Indonesian citizens (including children) from Exploitation (as defined below) and Human Trafficking (as defined below), including without limitation:
      1. Law No. 20 of 1999 on Ratification of ILO Convention No. 138 Concerning Minimum Age for Admission to Employment.
      2. Law No. 39 of 1999 on Human Rights.
      3. Law No. 1 of 2000 on Ratification on ILO Convention No.182 Concerning Prohibition and Immediate Action for the Elimination of the Worst Forms of Child Labor
      4. Law No. 23 of 2002 on Child Protection as Amended by Law No. 35 of 2014 and Government Regulation in Lieu of Law No. 1 of 2016.
      5. Law No. 13 of 2003 on Employment; and
      6. Law No. 21 of 2007 on Eradication of Human Trafficking Crime.
    • Supplier means the party identified as such in the Order.
    • Supplier Delivery Document means a delivery document, dispatch note, time sheet, claim form or such other document which evidences the delivery of Goods or performance of Services.
    • Website means http://www.ptcoates.com