Terms and Conditions

TERMS AND CONDITIONS OF SERVICES AND SALES OF GOODS

1. GENERAL

(a) Unless otherwise agreed in writing or except where they are at variance with (i) the regulations governing services performed on behalf of governments, government bodies or any other public entity or (ii) the mandatory provisions of local law, all offers or services and all resulting contractual relationship(s) between Muru Mittigar Limited (hereinafter, “the Company”) and the Client (the “Contractual Relationship(s)”) shall be governed by these general conditions of service (hereinafter the “General Conditions”).
(b) The Company may perform services for persons or entities (private, public, or governmental) issuing instructions (hereinafter, “the Client”).
(c) Unless the Company receives prior written instructions to the contrary from the Client, no other party is entitled to give instructions, particularly on the scope of the services or the delivery of good.

2. PROVISION OF SERVICES

(a) The Company will provide services using reasonable care and skill and in accordance with the Client’s specific instructions as confirmed by the Company or, in the absence of such instructions:
i.) The terms of any standard order form or standard specification sheet of the Company; and/or,
ii.) Any relevant trade custom, usage, or practice; and/or,
iii.) Such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.
(b) The Company may delegate the performance of all or part of the services to an agent or subcontractor and the Client authorises the Company to disclose all information necessary for such performance to the agent or subcontractor.
(c) Should the Company receive documents reflecting engagements contracted between the Client and third parties or third-party documents, they are considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the Company.
(d) The Client acknowledges that the Company, by providing the services, neither takes the place of the Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates, or undertakes to discharge any duty of the Client to any third party or that of any third party to the Client.

3. OBLIGATIONS OF CLIENT

The Client will:
(a) Ensure that sufficient information, instructions and documents are given in due time (and, in any event not later than 48 hours prior to the desired intervention) to enable the required services to be performed;
(b) Procure all necessary access for the Company’s representatives to the premises where the services are to be performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance of the services;
(c) Supply, if required, any special equipment and personnel necessary for the performance of the services;
(d) Ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services and will not rely, in this respect, on the Company’s advice whether required or not;
(e) Inform the Company in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
(f) Fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party and at law.

4. FEES AND PAYMENT

(a) Fees not established between the Company and the Client at the time the order is placed, or a contract is negotiated shall be at the Company’s standard rates (which are subject to change) and all applicable taxes shall be payable by the Client.
(b) Unless a shorter period is established in the invoice, the Client will promptly pay not later than 14 days from the relevant invoice date or within such other period as may be established by the Company in the invoice (the “Due Date”) all fees due to the Company failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received.
(c) The Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, counter claim or set off which it may allege against the Company.
(d) The Company may elect to bring action for the collection of unpaid fees in any court having competent jurisdiction.
(e) The Client shall pay all of the Company’s collection costs, including legal fees and related costs.
(f) In the event any unforeseen problems or expenses arise in the course of carrying out the services, the Company shall endeavour to inform the Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.
(g) If the Company is unable to perform all or part of the services for any cause whatsoever outside the Company’s control including failure by the Client to comply with any of its obligations provided for in clause 3 above, the Company shall nevertheless be entitled to payment of:
i.) The amount of all non-refundable expenses incurred by the Company; and,
ii.) A proportion of the agreed fee equal to the proportion of the services actually carried out.

5. SUSPENSION OR TERMINATION OF SERVICES

The Company shall be entitled to immediately and without liability either suspend or terminate provision of the services in the event of:
(a) Failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 10 days that notice of such failure has been notified to the Client; or,
(b) Any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Client.

6. LIABILITY AND INDEMNIFICATION

(a) Limitation of Liability:
i.) The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
ii.) The Company shall not be liable for any delayed, partial or total non-performance of the services arising directly or indirectly from any event outside the Company’s control including failure by the Client to comply with any of its obligations hereunder.
iii.) The liability of the Company in respect of any claim for loss, damage or expense of any nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to ten (10) times the amount of the fee paid in respect of the specific service which gives rise to such claim or AU$20,000 (or its equivalent in local currency), whichever is the lesser.
iv.) The Company shall have no liability for any indirect or consequential loss (including loss of profits).
v.) In the event of any claim, the Client must give written notice to the Company within thirty (30) days of discovery of the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year from:
– The date of performance by the Company of the service which gives rise to the claim; or,
– The date when the service should have been completed in the event of any alleged non-performance.
(b) Indemnification: The Client shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents, or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising relating to the performance, purported performance or non-performance, of any services.

7. MISCELLANEOUS

(a) If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(b) During the course of providing the services and for a period of one year thereafter, the Client shall not directly or indirectly entice, encourage, or make any offer to the Company’s employees to leave their employment with the Company.
(c) Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorisation.

8. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationship(s) hereunder shall be governed by the substantive laws of Australia exclusive of any rules with respect to conflicts of laws and be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.

TERMS AND CONDITIONS OF PURCHASE AND PROCUREMENT

1. GENERAL

(a) Every purchase order (‘Order’) we issue is an offer to acquire products or services from you are subject to these terms and conditions (’Standard Terms’) and any written special conditions that we include with our Order. Where you accept our Order, there is a contract on this basis. Any terms and conditions in your quote, offer document, Order acceptance or any other document you supply are excluded.

2. DELIVERY

(a) You must supply products or services as, where and when specified in our Order or otherwise directed by us (at any time) in writing. You must keep us informed of any delays or other matter which may affect the delivery of products.

3. CANCELLATIONS

(a) We may cancel an Order by written notice to you: (i) at any time prior to supply; or (ii) after supply, if products are not in accordance with our Order (including where wrong quantities are delivered) or if you otherwise breach this contract.

4. QUALITY

(a) You must, and all products you supply must, strictly comply with all applicable laws, regulations, codes, and Australian Standards, and with our Order (including any performance criteria).
(b) Goods must be new, fit for the purpose for which they are acquired, free from damage and defects in workmanship and materials and of merchantable quality. Services must be performed to a high standard of professional care and skill by appropriately trained and qualified personnel.
(c) Without limiting clause (b), you must assign to us the benefit of any warranty or guarantee given by the manufacturer in respect of goods.
(d) We may reject products which do not comply with our Order or these Standard Terms, even if we have previously inspected and / or accepted them. Where products are rejected, you must, at our option within 5 days: (i) replace, repair or re-supply the products at your expense; or (ii) refund to us any amount we paid for the rejected products.

5. PRICE AND PAYMENT

(a) The price for products is the price stated in our Order.
(b) Unless the Order expressly states otherwise, it includes: (i) any applicable GST; and (ii) all packing, insurance and delivery charges and all taxes and duties.
(c) You may only invoice us after all products have been delivered or completed to our satisfaction. Your invoice must: (i) be correctly addressed; (ii) identify our Order number; (iii) be a valid tax invoice for GST purposes; and (iv) where we request it, be accompanied by documentation substantiating the amount claimed.
(d) We will pay all correctly rendered and undisputed invoices within 30 days after receipt of your invoice.
(e) If we dispute an invoice (i) payment is suspended until the dispute is resolved and (ii) you must give us any information or document we request in relation to the invoice or the dispute.
(f) As well as any of our other rights, we may deduct from your invoice any amount you owe us (including under any indemnity).

6. TITLE AND RISK

(a) Title to and risk in products passes to us on delivery.
(b) You warrant that: (i) you have complete ownership of the products free of any encumbrances; (ii) we will receive clear and complete title to the products free from any encumbrances; and (iii) no claim of infringement of moral rights will be brought against us by your employees or agents.
(c) Any intellectual property rights created from your performance of this contract vest in and are assigned to us on creation.

7. OUR MATERIALS

(a) Any tools, patterns, designs, drawings, dies or other material used in supplying or manufacturing products and that is paid for or supplied by us (‘our materials’) is our property.
ii.) While our materials are in your possession, you: (i) hold them solely as our bailee; (ii) must store them securely and maintain them in good repair; (iii) must use them only for the purpose of performing this contract; and (d) must return them to us on demand.

8. CONFIDENTIALITY

(a) You must keep our confidential information (which includes information about our clients and employees) confidential and not directly or indirectly disclose, use, record, memorise, reverse engineer, or copy it for any purpose other than to perform this contract, without our prior written approval.

9. PRIVACY

(a) You must comply, and must ensure that your representatives (employees, officers, (sub-)contractors and other agents) comply, with all applicable privacy laws.

10. INDEMNITY AND INSURANCE

(a) You indemnify us, our officers, employees, agents and customers against all loss, damage, claim, expense or liability incurred in connection with: (i) your performance or breach of this contract; (ii) any products you supply; (iii) a claim by a third party that the products infringe their intellectual property rights; and (iv) any negligent or wilfully wrong act or omission by you, your employees, agents and contractors.
(b) You must effect and maintain appropriate insurance policies, taking into account the products you supply. You must provide us with proof of your insurance upon request.

10. SUBCONTRACTING

(a) You must not subcontract the whole or any part of your obligations under this contract without our prior written approval, which we may grant or withhold at our sole discretion. You will remain principally liable for the performance of this contract and the acts and omissions of any subcontractor.

11. TERMINATION

(a) As well as our other rights, we may terminate this contract where: (i) you fail to supply products by the date required in our Order; (ii) you breach this contract; or (iii) you become or threaten to become insolvent or bankrupt or enter into a compromise or arrangement with creditors or any form of external administration.

12. MISCELLANEOUS

(a) If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(b) During the course of providing the services and for a period of one year thereafter, the supplier shall not directly or indirectly entice, encourage, or make any offer to the Company’s employees to leave their employment with the Company.
(c) Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without the Company’s prior written authorisation.

12. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationship(s) hereunder shall be governed by the substantive laws of Australia exclusive of any rules with respect to conflicts of laws and be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.