Return and Refund Policy

 Basic Purchasing Conditions For General Goods and Services These Basic Purchasing Conditions (version 3.0 – published December 2020) are designed  for procurements that are Low Value and Low Risk. 1. The Contract (a) A Contract will be formed between the Customer and Supplier on the terms of these  Basic Purchasing Conditions: (i) when the Supplier accepts a Basic Order, or, (ii) following receipt of a Basic Order, provides the Goods or Services set out in a Basic  Order.  The Contract continues until the Goods are delivered or the Services are performed, or  on the expiry date specified in the Basic Order (if applicable) unless terminated earlier in  accordance with this Contract. (b) Except where a Contract is established under a SOA, the Contract is made up of these  Basic Purchasing Conditions, the Basic Order and any other document expressly  incorporated by reference in the Basic Order, in descending order of precedence if there  is an inconsistency between the documents.  (c) Where the Contract is established under a SOA, the Contract is made up of the  documents specified in clause 1.3 of the SOA Conditions and the documents in clause  1(b) above, in descending order of precedence. 2. Interpretation The definitions and rules of interpretation which apply to this Contract are those specified in  the Definitions and Interpretation document (version 3.0 – published December 2020),  available at www.forgov.qld.gov.au/general-goods-and-services-templates. 3. Supplier to provide Deliverables The Customer appoints the Supplier to supply the Deliverables. The Supplier accepts the  appointment. The Supplier must provide the Deliverables in accordance with this Contract  and the Customer’s delivery instructions including within the timeframes specified in the  Basic Order or as otherwise agreed.  The Supplier will promptly notify the Customer if it believes it will not be able to meet any  delivery date or other timeframes specified in the Basic Order. If the Supplier cannot meet  the timeframes specified in the Basic Order, then the Customer may terminate the Contract  at no cost to the Customer. Basic purchasing conditions Version 3.0 published December 2020 2 4. Requirements (a) The Supplier must ensure that the Goods satisfy the description in the Contract, are of a  high quality, and fit for their usual purpose and any other purpose disclosed by the  Customer before the Contract is formed. (b) The Supplier must ensure the highest quality of work, and provide the Services in a  proper, timely and efficient manner using the standard of care, skill, diligence, prudence  and foresight that would reasonably be expected from a prudent, expert and experienced  provider of services that are similar to the Services. (c) The Supplier must comply with all policies, codes of conduct (including workplace health  and safety policies, the Supplier Code of Conduct and the Ethical Supplier Threshold),  rules, standards and procedures (‘policies’) which apply to the Deliverables and/or the  Supplier’s obligations under this Contract. If any new policies are introduced, or  amendments made to any existing policies, which apply to the Deliverables and/or the  Supplier’s obligations under this Contract, the Supplier must comply with the new or  amended policies. Access to the relevant policies will be provided on request. (d) The Supplier must comply with all reasonable directions of the Customer in relation to  the Supplier’s performance of the Contract. (e) The Supplier must comply with all Laws including but not limited to the Disability  Discrimination Act 1992 (Cth), Modern Slavery Act 2018 (Cth), (where applicable to the  Supplier) and the Human Rights Act 2019 (Qld) (where applicable to the Supplier). (f) The Supplier must maintain public liability and products insurance for a minimum amount  of $5 million per claim or such other amount as specified by the Customer in the Basic  Order and workers’ compensation insurance (if required by law), and any other  insurance specified in writing by the Customer.  (g) The Supplier must not use or disclose or otherwise make available any Confidential  Information to any person except to its Personnel on a need to know basis to perform the  Contract. (h) If the Supplier collects or has access to any Personal Information in order to perform the  Contract, the Supplier must, when performing this Contract: (i) comply with one of the following: A. if the Customer is an ‘agency’ for the Information Privacy Act, other than for  Chapter 3 of the Information Privacy Act – comply with those parts of Chapter  2 of the Information Privacy Act which are applicable to the Customer, as if  the Supplier were the Customer; or B. otherwise – comply with the Australian Privacy Principles in the Privacy Act;  and (ii) immediately notify the Customer on becoming aware of a breach of this clause or  any unauthorised access, use, modification, disclosure or other misuse of any  Personal Information. (i) The Supplier is fully responsible for its Personnel, including for ensuring Personnel  comply with the Requirements. The Supplier is not, and Supplier Personnel are not,  employees of the Customer.  Basic purchasing conditions Version 3.0 published December 2020 3 5. Warranties 5.1. Conflict of interest The Supplier warrants that it and, to the best of its knowledge and belief, having made  reasonable enquiries, its Personnel, do not have a Conflict of Interest in the performance of  the Contract, except as previously disclosed in writing to the Customer and which has been  and can continue to be appropriately resolved to the satisfaction of the Customer. If a Conflict of Interest or risk of it arises during the Contract Term, the Supplier must notify  the Customer immediately. Upon receipt of such a notice, or upon the Customer otherwise  identifying a Conflict of Interest or a risk of it, the Customer may, without limiting its rights  under clause 12, direct the Supplier as to how to resolve the Conflict of Interest and the  Supplier must comply with any reasonable direction given. 5.2. Anti-competitive conduct The Supplier warrants that neither it, nor to the best of its knowledge and belief, having  made reasonable enquiries, its Personnel, have engaged in, or will engage in, any collusive,  anti-competitive or similar conduct in connection with the Contract, any associated Invitation  Process or any actual or potential contract with any entity for goods and services similar to  the Goods and Services. In addition to any other remedies available to it under Law or  contract, the Customer may, in its absolute discretion, immediately terminate the Contract if  it believes the Supplier has engaged in collusive or anti-competitive conduct. 5.3. Criminal organisation The Supplier warrants that the Supplier and, to the best of its knowledge and belief having  made reasonable enquiries, its Personnel, have not been convicted of an offence under the  Criminal Code in the Criminal Code Act 1899 (Qld) where one of the elements of the offence  is that the person is a participant in a criminal organisation within the meaning of the  Criminal Code. 5.4. Supplier information The Supplier warrants that all representations, warranties, declarations, statements,  information and documents made or provided by the Supplier (including its representatives)  in connection with the Contract or the associated Invitation Process are complete, accurate,  up to date and not misleading in any way.  5.5. Modern Slavery The Supplier warrants that the Supplier and, to the best of its knowledge and belief having  made reasonable enquiries, its supply chain, have not been convicted of any offence  involving Modern Slavery. The Supplier must immediately notify the Customer if it becomes aware of any actual,  potential or perceived Modern Slavery in its operation or its supply chain. The Supplier warrants that it and its supply chain will conduct their business in a manner so  as to reduce the risk of Modern Slavery in their operations and supply chains. 5.6. Warranties are ongoing The warranties in this clause are provided as at the date of the Contract and on an ongoing  basis. The Supplier warrants that it will immediately notify the Customer if it becomes aware  that any warranty made in this clause was inaccurate, incomplete, out-of-date or misleading in any way when made, or becomes inaccurate, incomplete, out-of-date or misleading in any  way. Basic purchasing conditions Version 3.0 published December 2020 4 6. Invoicing, price and payment (a) The Supplier may invoice the Customer after delivery of Goods or Services that comply  with the Requirements.  (b) The Supplier must include adequate information for the Customer to verify that the  invoice is accurate and must provide supporting documentation reasonably requested by  the Customer. The Customer is not required to pay any invoice that does not comply with  this clause. (c) The Customer will pay each Correctly Rendered Tax Invoice within 30 days of receipt,  except where a government policy applies which prescribes a different payment period  (such as the Queensland Government On-time Payment Policy, which requires payment  of eligible invoices to small business suppliers within 20 days). (d) The Customer may withhold payment of any amount which it disputes in good faith, until  the dispute is resolved and it is determined that the amount is payable. (e) The Price is inclusive of all charges, expenses and overheads, and all taxes and duties,  except for GST.  7. GST Unless expressly stated otherwise, all amounts payable under this Contract are GST  exclusive.  If GST is payable on a supply under the Contract, the recipient must pay to the supplier an  amount equal to the GST payable on the supply, at the same time that it is required to make  the payment for the taxable supply, provided that it receives a valid tax invoice at or before  the time of payment. Terms in this clause have the same meanings as in the GST Law. 8. Liability The maximum liability of a party to the other, whether in contract, tort (including negligence)  or otherwise in connection with the Contract, is an amount equal to the total of all Prices  (including additional expenses and charges) payable under the Contract, multiplied by 1.5.  The cap on liability does not apply to liability in relation to: (a) personal injury, including sickness, injury or death;  (b) loss of, or damage to, tangible property;  (c) Wilful Default, Wilful Misconduct, unlawful act or omission of, or failure to comply with  applicable Law by the Supplier or its Personnel; (d) a breach by the Supplier or its Personnel of any obligation under clause 4(g)  (confidentiality) or clause 4(h) (privacy) or (e) any Claim by a third party: (i) arising out of any negligent act or omission of the Supplier or its Personnel or (ii) relating to breach of a third party’s Intellectual Property Rights or Moral  Rights. Basic purchasing conditions Version 3.0 published December 2020 5 9. Intellectual Property Rights The Supplier grants (and must ensure that relevant third parties grant) the Customer an  irrevocable, unconditional, perpetual, royalty free, non-exclusive, worldwide and transferable  and sub-licensable licence to exercise all Intellectual Property Rights in the Deliverables, for  any purpose of the Customer, the State of Queensland or other Queensland Government  Body. The Supplier warrants that it is authorised to grant the rights in this clause and that the  Deliverables and their use as permitted by the Contract will not infringe the Intellectual  Property Rights or Moral Rights of any person. 10. Customer Data The ownership of Customer Data, including any Intellectual Property Rights in Customer  Data, will vest in the Customer on creation. The Supplier has no right, title or interest in  Customer Data except as specified in this clause. The Supplier must not use, access, modify  or disclose Customer Data to any person except to its Personnel or to others as specified in  the Contract on a need to know basis to perform the Contract. The Supplier must comply  with clauses 4(g) and (h) and all applicable Laws in relation to Customer Data which is  Personal Information or Confidential Information, and must provide reasonable assistance to  the Customer on request to enable the Customer to comply with Laws, policies and  standards applicable to the Customer in relation to Customer Data including (without  limitation) identifying, labelling, searching, reporting, copying, retrieving and modifying  Customer Data in relation to Personal Information, Confidential Information, public records,  right to information and information standards.  11. Where Requirements are not met If any Requirements for the Deliverables are not met, the Supplier must promptly (at the  Customer’s option): (a) refund to the Customer any monies paid for the Deliverables; or (b) resupply the relevant Goods or re-perform the relevant Services so that the Deliverables  comply with the Requirements, and the Customer may exercise any other right or remedy that it has under this Contract or  otherwise.  If the Supplier fails to comply with its obligations under this clause, the Customer may have  the Deliverables re-supplied or re-performed by others, and the Supplier must pay the  Customer on demand any costs incurred by the Customer in doing so. Acceptance of the Deliverables by the Customer does not relieve the Supplier of any of its  obligations under the Contract. 12. Termination 12.1 For cause The Customer may terminate the Contract immediately on written notice if: (a) the Customer is satisfied that the Supplier has breached any warranty in this Contract; (b) a Conflict of Interest exists or arises and has not been, or in the Customer’s view cannot  be, appropriately resolved to the Customer’s satisfaction; (c) the Supplier ceases business or indicates that it is unwilling or unable to complete the  Contract; Basic purchasing conditions Version 3.0 published December 2020 6 (d) the Supplier breaches the Contract and the breach cannot be remedied, or the breach  can be remedied but the Supplier has not remedied the breach within a reasonable  period nominated by the Customer; or  (e) the Supplier is or becomes Insolvent except if the stay on enforcing rights under Part 5.1  of the Corporations Act 2001 (Cth) applies.  Without limiting any other rights or remedies the Customer may have, if the Customer  terminates under this clause 12.1, the Supplier must pay or reimburse the Customer’s  reasonable costs of obtaining replacement Deliverables or arranging for another supplier to  complete the Contract. 12.2 Show cause – Supplier Code of Conduct and Ethical  Supplier Threshold Where the Customer reasonably suspects that the Supplier is not complying with the  Supplier Code of Conduct or Ethical Supplier Threshold, the Customer may by written notice  require the Supplier to show cause, by the date specified in the notice (which must not be  less than 5 Business Days), why the Customer should not terminate the Contract. If the  Supplier fails to show reasonable cause by the date specified by the Customer, then the  Customer may, by notice in writing to the Supplier, terminate the Contract. 12.3 For convenience  The Customer may terminate this Contract at any time in its absolute discretion without  giving reasons by written notice to the Supplier. The Customer will pay the Supplier for work  performed and Deliverables supplied but not yet invoiced on a pro rata basis and the  Supplier’s reasonable and documented expenses directly relating to the termination. The  Customer will have no other liability to the Supplier relating to the termination under this  clause.  In no case will the compensation payable as a consequence of termination exceed the Price  that would have been payable if the Contract had not been terminated. The Supplier must  comply with any directions given by the Customer in the notice in connection with the  termination and take all reasonable steps to minimise its expenses relating to the  termination.  12.4 If Contract is under a SOA  If this Contract is entered pursuant to a SOA the Customer may terminate the Contract for  cause immediately on written notice to the Supplier: (a) if the Principal is entitled to terminate the SOA or  (b) if any customer (including the Customer) is entitled to terminate for cause any other  contract entered under the SOA. Unless otherwise specified in the Basic Order, this Contract (including this clause) will  survive termination or expiry of the SOA, for any reason. 13. General The parties agree that: (a) (notices) they will send all notices relating to the Contract to the other party at the  address listed in the Basic Order, with a copy to the nominated contact person in the  Basic Order (or as updated by the parties). Notices will be deemed to be given in  Basic purchasing conditions Version 3.0 published December 2020 7 accordance with Part C of the Definitions and Interpretations (version 3.0 – published  December 2020), which is available via www.forgov.qld.gov.au/general-goods-andservices-templates; (b) (communication) they will direct all other communications relating to the Contract to  the other party’s nominated contact person, or to another person if the other party  directs; (c) (variation) the Contract may only be varied by written agreement of authorised  representatives of the parties; (d) (entire agreement) this Contract sets out all the parties’ rights and obligations relating  to the subject matter of the Contract, and it replaces all earlier representations,  statements, agreements and understandings except as stated otherwise in this  Contract. No other terms apply; (e) (relationship) their relationship is of Customer and Supplier. This Contract does not  create any partnership, joint venture, agency or employment relationship. The Supplier  must not represent itself or allow anyone else to represent that the Supplier is a partner,  agent, joint venturer, officer or employee of the Customer; (f) (manufacturer warranties) the Supplier assigns any manufacturer’s warranty to the  Customer, where possible to do so, and must inform the Customer where it is not  possible to do so; (g) (delivery) the Supplier must deliver the Goods or other relevant Deliverables to the Site  in accordance with the Customer’s instructions. If the Supplier asks, the Customer will  confirm in writing that the Deliverables have been received; (h) (packaging) the Supplier must adequately pack and protect Goods to withstand transit  and storage; (i) (rejected Goods) if the Customer rejects Goods, and the Supplier does not repossess  the rejected Goods within 30 days of notice of rejection, the Customer may sell or  dispose of the Goods, at the Customer’s cost; (j) (risk) risk will transfer to the Customer when the Goods are delivered to the delivery  address specified in writing by the Customer, in accordance with the delivery  instructions; (k) (title) title in the Goods and Deliverables will transfer on the earlier of the delivery or  payment of the applicable Price; (l) (no encumbrance) the Supplier warrants that the Goods are not (and when title  passes, will not be) subject to any encumbrance or interest, except for an encumbrance  or interest which arises by operation of a Law that cannot be excluded by contract;  (m) (financial viability) the Customer at its absolute discretion may conduct financial  viability assessments on the Supplier. The Supplier must cooperate with any financial  viability assessments; (n) (industrial relations) the Supplier must comply with all Laws, applicable awards,  collective agreements and industrial relations instruments, including those in relation to  collective bargaining and the role of trade unions; (o) (survival) clauses 4(f), 4(g), 4(h), 7, 8, 9, 10 and 13(d),(e),(i),(j),(k),(l),(o),(r) and (s) and  any other clauses which are expressed to survive or by their nature survive, will survive  termination or expiry of the Contract for any reason;  Basic purchasing conditions Version 3.0 published December 2020 8 (p) (access and inspection) the Supplier must, on reasonable prior written notice from the  Customer, give the Customer or its nominated agent reasonable access to the  Supplier’s premises where the Deliverables are being performed or produced, and to  Supplier documentation, records and Personnel, to enable the Customer or a third party  engaged by the Customer to verify: (i) the completeness and accuracy of information provided by the Supplier in  connection with the Contract or the associated Invitation Process, and (ii) the Supplier’s compliance with its obligations under the Contract and must, without limiting the Customer’s other rights, promptly address any noncompliances notified by the Customer to the Supplier to rectify; (q) (subcontract) the Supplier may only subcontract any part of its obligation under this  Contract to subcontractors with the Customer’s prior written consent. The Customer will  not unreasonably withhold consent but may give consent subject to reasonable  conditions. The Supplier’s use of subcontractors will not transfer responsibility to the  subcontractor nor will it relieve the Supplier from its liabilities and obligations under the  Contract; (r) (disputes) they will not bring any court proceedings relating to this Contract (except  urgent interlocutory proceedings) without first attempting to resolve the dispute by  negotiation; (s) (right to disclose) the Customer may disclose information about the Contract: (i) on the Government’s contract directory, where required or recommended by  Government procurement policy, or  (ii) as required by Law, including under the Right to Information Act and/or the  Information Privacy Act