The following are UXC Ltd standard Purchase Order terms and conditions, which shall apply to all Purchase Orders, unless we have entered into a separate written agreement. UXC requires a Purchase Order to be issued in order to commit and pay for delivery of product and/or service. Invoices submitted to UXC without a Purchase Order number referenced will be returned to the supplier unpaid.
- SERVICES & DELIVERABLES. Seller agrees to perform the services and/or provide the goods (collectively referred to as “Goods”), described in a Purchase Order, in accordance with the applicable purchase order, scope of work and with these terms and conditions.
- DELIVERY. Delivery of Goods shall be made via the carrier and on the date and to the place specified on the face of the applicable purchase order. UXC may return, shipping charges collect, Goods received in advance of the delivery schedule. In the event Seller fails to deliver the Goods within the time specified, UXC may, at its option, decline to accept the Goods and terminate the Agreement. UXC may reschedule any delivery or cancel any purchase order at any time prior to shipment of the Goods or prior to commencement of any services without liability. Seller shall package all Goods in suitable containers to permit safe transportation and handling. UXC purchase order number must appear on all shipping containers, packing sheets and delivery tickets.
- RISK AND TITLE. Seller assumes all risk of loss until a delivery receipt is signed by UXC. Title to the Goods shall pass to UXC upon delivery.
- PRICES, TAXES AND PAYMENT. UXC shall pay Seller (i) the amount agreed upon and specified in the applicable purchase order, or (ii) Seller’s quoted price on date of shipment (for Goods), or the date Services were started (for Services), whichever is lower. Prices are deemed to be inclusive of all applicable taxes and other charges such as shipping costs, duties, customs, tariffs, imposts and government imposed surcharges except GST. Each invoice submitted by Seller must be provided to UXC within ninety (90) days and must reference the applicable purchase order. UXC shall approve and pay an invoice within forty-five (45) days after receipt.
5.1 Services: Seller represents and warrants that all services shall be completed in a professional, workmanlike manner, in accordance with applicable specifications and shall be suitable and fit for the purposes contemplated.
5.2 Goods: Seller warrants that all Goods will be new and will not be used or refurbished, shall be free from defects in materials and workmanship and shall conform to all applicable specifications for a period of twelve (12) months from the date of delivery to UXC or for the period provided in Seller’s standard warranty, whichever is longer. Seller shall make spare parts available to UXC for at least a period of five (5) years from the end of warranty at reasonable cost. All warranties shall run both to UXC and to its customers.
5.3 Remedy. If UXC identifies a defect during the warranty period, UXC will notify Seller who must promptly, at UXC’s option, either repair or replace such defective goods and services, or pay the cost of UXC’s remedying the same. Replacement and repaired Goods and/or services shall be warranted for the remainder of the warranty period or 90 days, whichever is longer.
- INSPECTION. UXC shall have a reasonable time after receipt of Goods or Service deliverables to inspect them for conformity and shall not be deemed accepted until UXC has run an adequate testing. Use for the purpose of testing shall not constitute an acceptance. Nonconforming Goods will be rejected and returned to Seller freight collect and risk of loss will pass to Seller upon UXC ‘ delivery to a carrier.
- INDEPENDENT CONTRACTOR. Seller is an independent contractor for all purposes, without express or implied authority to bind UXC by contract or otherwise. Seller shall be responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Seller’s own supplies and equipment. Seller shall be solely responsible for maintaining business records and paying all federal, state and local taxes, including income and employment taxes,
- INSURANCE. Seller shall at its cost take out and maintain vehicle, workers’ compensation, public and property liability (of at least $10M per event), professional indemnity (of at least $5M per event) and other insurance as is required by law or a reasonably prudent business would take out. Seller shall name UXC as an interested party and Seller shall provide UXC with certificates of insurance upon request. Seller shall fully insure against all risks all UXC property under the care, custody or control of Seller.
- INDEMNITY. Seller shall indemnify, hold harmless, defend UXC , its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with its performance or supply under this Agreement, including, without limitation, (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs, (ii) any claim based on the negligence, omissions or wilful misconduct of Seller, and (iii) any claim by a third party against UXC alleging that the Goods or Services, the results of such Services, or any other products or processes provided under this Agreement, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Seller shall not settle any such suit or claim without UXC ‘ prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by UXC in enforcing this indemnity, including legal fees. Seller shall, at is sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for UXC, its distributors, subcontractors or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.
- CONFIDENTIALITY. “UXC Confidential Information” includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary by UXC relating to the current or anticipated business or affairs of UXC which is disclosed directly or indirectly to Seller, including all information disclosed to Seller in the course of providing Services or Goods to UXC. UXC Confidential Information does not include any information (i) which Seller lawfully knew without restriction on disclosure before UXC disclosed it to Seller, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (iii) which Seller developed independently without use of the UXC Confidential Information, (iv) was lawfully obtained by Seller from a third party without any restriction on disclosure, or (v) is required to be disclosed pursuant to a requirement of a government agency or law. Seller may use UXC Confidential Information only to performing hereunder and will not use such UXC Confidential Information for its own benefit or for the benefit of any third party nor to copy, alter or directly or indirectly disclose any UXC Confidential Information. Seller agrees to limit its internal distribution of UXC Confidential Information to persons who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of UXC Confidential Information. All UXC Confidential Information is and shall remain the property of UXC. Upon UXC’s written request or the termination of this Agreement, Seller shall return, transfer or assign to UXC all UXC Confidential Information, including all Work Product, as defined herein, and all copies thereof.
- OWNERSHIP OF WORK PRODUCT. “Work Product” shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to UXC without having been designed, customized or modified for UXC do not constitute Work Product. All Work Product shall at all times be, vest in upon creation and remain the sole and exclusive property of UXC. Seller irrevocably assigns and transfers to UXC all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights. UXC will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that UXC deems appropriate. Seller agrees: (a) to disclose promptly in writing to UXC all Work Product in its possession; (b) to assist UXC in every reasonable way, at UXC ‘ expense, to secure, perfect, register, apply for, maintain, and defend for UXC ‘ benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in UXC ‘ name as it deems appropriate; and (c) to otherwise treat all Work Product as UXC Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. Seller will ensure that its personnel, subcontractors and agents waive in writing any and all claims and rights, including moral rights, and assign to UXC any and all rights (including moral rights) or any interests in any Work Product.
- NONINTERFERENCE WITH BUSINESS. During and for a period of one year immediately after the termination or expiration of this Agreement, Seller agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with UXC.
- TERMINATION. UXC may terminate this Agreement upon written notice to Seller if Seller fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, UXC shall pay Seller for the portion of the Services and/or Goods UXC is able to make use of, less appropriate offsets, including any additional costs to be incurred by UXC in completing the Services or acquiring Goods. UXC may terminate this Agreement for convenience upon seven (7) days written notice to Seller. Seller shall mitigate and cease to perform Services and/or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, UXC shall be liable to Seller only for those Services satisfactorily performed and those conforming Goods delivered to UXC up until termination. Seller may terminate this Agreement upon written notice to UXC if UXC fails to pay Seller within a further 30 days after Seller notifies UXC in writing that a non-disputed payment is overdue. Upon the expiration or termination of this Agreement for any reason: (a) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (b) Seller will promptly notify UXC of all UXC Confidential Information or any Work Product in Seller’s possession and, at the expense of Seller and in accordance with UXC ‘s instructions, will promptly deliver to UXC all such UXC Confidential Information and/or Work Product.
- SEVERABILITY. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL UXC BE LIABLE TO SELLER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, LOSS OF PROFITS, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR BUSINESS, ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT UXC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- ASSIGNMENT; WAIVER. Seller may not assign this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of UXC. Any assignment or transfer without such written consent shall be null and void. A waiver of any default by UXC hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition.
- NONEXCLUSIVE AGREEMENT. This is not an exclusive agreement. UXC is free to engage others to perform Services or provide Goods the same as or similar to Seller’s.
- NOTICES. All notices, and other communications hereunder shall be in writing, and shall be addressed to an authorized representative of Seller or UXC and deemed delivered if (a) delivered personally, (b) sent by facsimile, or (c) three (3) days after having been sent, postage prepaid.
- SURVIVAL OF OBLIGATIONS. Any obligations which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
- GOVERNING LAW. This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of NSW.
- ENTIRE AGREEMENT; MODIFICATION. These terms are the entire agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, relating to the subject matter. It may not be varied, modified, altered, or amended except in writing, including a purchase order or a change order issued by UXC and signed by the parties. This Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller.
- COMPLIANCE WITH LAWS. Seller shall comply fully with all applicable federal, state and local laws in the performance of this Agreement including, but not limited to, all applicable employment, tax, export control and environmental laws.