1. Definitions

    In this document:

    Act means the Corporations Act 2001 (Cth);

    Agreement means the Purchase Order, these Terms and any documents referred to therein;

    Claim includes any claim, notice, demand, debt, action, cost, loss, expense, liability, litigation (including legal costs), investigation, judgment or damages of any kind;

    Completion Date means the date specified in the Purchase Order by which the Supplier is required to have completed performance of the Services;

    Confidential Information means the Agreement and any other information which a party gives to the other party under or in connection with the Purchase Order that is non-public, confidential or proprietary in nature;

    Delivery Date means the date specified in the Purchase Order by which the Supplier is required to deliver the Goods to LRE;

    Goods means any and all goods supplied by the Supplier to LRE pursuant to the Purchase Order;

    GST has the meaning given to that term in s195-1 of the GST Act;

    GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

    Insolvency Event means, for a person, bankruptcy, being in liquidation or provisional liquidation or administration, having a controller (defined in the Act) or similar appointed to it or its property, being taken under s459F(1) of the Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or becoming incapable of managing its affairs for any reason, taking any step that could result in it becoming insolvent under administration (defined in the Act), entering a compromise or arrangement with or assignment for the benefit of its members or its creditors or any analogous event;

    Intellectual Property Rights means all intellectual property rights (including without limitation patents, copyright, rights in circuit layouts, registered designs, trade marks, trade secrets and the right to have Confidential Information kept confidential) and any application or right to apply for registration of any of those rights;

    LRE means Little Real Estate Pty Ltd ACN 111 764 437 and its related bodies corporate (defined in the Act);

    Purchase Order means the written order given by LRE to the Supplier to which these Terms form part of, specifying the details of the goods or services to be purchased by LRE from the Supplier;

    Services means any and all services rendered by the Supplier to LRE pursuant to the Purchase Order;

    Supplier means the party to whom the Purchase Order is addressed; and

    Terms means these terms and conditions of purchase.
  2. Application

    2.1 The Purchase Order is an offer by LRE for the purchase of the Goods and the Services from the Supplier in accordance with the Agreement.  To the extent of any inconsistency between the Purchase Order and these Terms, the Purchase Order will prevail.

    2.2 The Purchase Order is not binding on LRE until the Supplier accepts the Purchase Order in writing.  LRE may withdraw the Purchase Order at any time before it is accepted by the Supplier in writing.

    2.3 The Agreement constitutes the entire understanding between the parties as to the subject matter set out in the Agreement and supersedes any prior agreement or understanding concerning that subject matter.   All other terms and conditions are excluded to the fullest extent permitted by law including any terms and conditions which the Supplier may from time to time seek to impose.
  3. Compliance with Laws

    The Supplier must supply the Goods and provide the Services to LRE in accordance with the Agreement and all applicable laws.
  4. Delivery, Risk and Title

    4.1 The Supplier must deliver the Goods in accordance with any delivery instructions specified in the Purchase Order to the delivery point specified in the Purchase Order by the Delivery Date.

    4.2 Title to the Goods will pass from the Supplier to LRE upon the first to occur of delivery of the Goods or payment to the Supplier for the Goods.  Risk in the Goods will pass from the Supplier to LRE upon acceptance of the Goods by LRE.

    4.3 LRE may, subject to giving the Supplier reasonable prior notice, access and inspect any of the Goods and the processes under which they are being manufactured or stored at any reasonable time before delivery and the Supplier must give all necessary assistance with such inspection.
  5. Performance of the Services

    5.1 The Supplier must perform the Services in accordance with the Purchase Order by the Completion Date.

    5.2 The Supplier must perform the Services diligently, expeditiously and conscientiously in a proper and tradesman-like manner.  The Supplier must comply with all reasonable verbal and written directions of LRE in the performance of the Services.

    5.3 LRE may direct the Supplier to remove a person from the performance of the Services if LRE considers the person to be guilty of misconduct, incompetent or negligent.

    5.4 The Supplier must ensure the terms of employment for all persons performing the Services comply with the relevant laws or workplace agreement governing their employment and must, at LRE's request, provide evidence of compliance with this clause.

    5.5 The Supplier must not sub-contract the Services (or part of the Services) without the prior written consent of LRE. 
  6. Delay

    If the Supplier becomes aware that the Delivery Date or the Completion Date (as applicable) will not be met then, without prejudice to LRE's other rights and remedies, the Supplier must immediately notify LRE of the delay and take all necessary corrective action that LRE may reasonably direct at the Supplier's cost.
  7. Price

    7.1 The price payable for the Goods and the Services is the price set out in the Purchase Order.

    7.2 Unless otherwise stated in the Purchase Order, the price is exclusive of GST but includes all other duties and taxes and all freight, insurance, packaging, delivery and other costs associated with or necessary for the supply of the Goods or the performance of the Services.
  8. Payment

    8.1 Any invoice issued by the Supplier to LRE must be a valid tax invoice in the form required under the GST Act and must include LRE's Purchase Order number.

    8.2 Subject to the Supplier's compliance with the Agreement, LRE must pay the Supplier the price for the Goods and the Services in accordance with the payment terms set out in the Purchase Order or, if no payment terms are set out in the Purchase Order, within 30 days after receiving a valid tax invoice from the Supplier.

    8.3 Unless otherwise agreed, all payments will be made to a bank account specified by the Supplier in Australian dollars.
  9. Warranties

    9.1 The Supplier warrants that:
    (a) it is the sole legal and beneficial owner of the Goods free from all mortgages, charges, encumbrances, liens or other third party rights or claims;
    (b) the Goods will be new and unused and will comply with all specifications, drawings, samples or other descriptions provided by LRE to the Supplier and any other requirements specified in the Purchase Order;
    (c) the Goods and the Services when completed will be free from defects in design, workmanship and materials and will be fit for any purpose made known by LRE to the Supplier; and
    (d) the Supplier has the materials, personnel and resources to properly perform the Services and that all persons performing the Services are suitably trained, experienced and qualified to do so.

    9.2 Nothing in the Agreement is meant to exclude any condition, warranty, guarantee, right or remedy implied by any law for the benefit of a purchaser (whether of goods or of services), including the Competition and Consumer Act 2010 (Cth).

    9.3 The Supplier acknowledges that, in entering into the Agreement, the Supplier has not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of LRE which is not expressly stated in the Agreement.
  10. Indemnities

    10.1 The Supplier indemnifies LRE and its officers, employees and agents from and against all Claims arising out of or in connection with:
    (a) any negligence or other wrongful act or omission of the Supplier or its personnel;
    (b) any delay or breach of the Agreement by the Supplier;
    (c) any personal injury, death, disease or illness (including mental illness) of any person or loss of, or damage to, or loss of use of, any property of any person to the extent caused or contributed to by the Supplier; or
    (d) the Goods or the Services infringing the Intellectual Property Rights of any person.
  11. Insurance

    11.1 The Supplier must maintain:
    (a) workers compensation insurance as required by law;
    (b) public and product liability insurance providing a minimum indemnity limit of $20 million for each and every claim; and
    (c) if Services are to be provided, professional indemnity insurance, on a claims incurred basis, providing a minimum indemnity limit of $5 million for each and every claim.

    11.2 The Supplier must at LRE's request promptly provide to LRE evidence of the insurance obtained by the Supplier in accordance with this clause.
  12. Confidential Information

    12.1 A party must not, without the prior written consent of the other party, disclose to any person any Confidential Information of the other party.

    12.2 The Supplier may use Confidential Information provided to it by LRE solely for the purposes of giving effect to the Agreement.

    12.3 Upon a party's request, the other party must promptly return all Confidential Information of the requesting party that has been provided to it.
  13. Intellectual Property

    13.1 If the Supplier is the manufacturer of the Goods and the Goods are required to be manufactured or fabricated to LRE's specifications or special requirements (and are not standard stock goods), LRE will be entitled to all Intellectual Property Rights that arise as a result of, or in the course of, the design and manufacture of the Goods.

    13.2 LRE will be entitled to all Intellectual Property Rights that arise as a result of, or in the course of, the performance of the Services by the Supplier.

    13.3 The Supplier must execute and deliver to LRE any deeds, agreements or other documents which LRE may reasonably require to transfer or assure to LRE any Intellectual Property Rights to which LRE is entitled under the Agreement.
  14. Termination

    A party may immediately terminate the Agreement if:
    (a) the other party breaches the Agreement and, where capable of remedy, fails to remedy the breach within 14 days of receiving written notice requesting it to do so; or
    (b) the other party suffers an Insolvency Event.
  15. General

    15.1 The law of Victoria governs the Agreement and LRE and the Supplier submit to the jurisdiction of the courts of Victoria.

    15.2 The Agreement may only be varied or replaced by written agreement between LRE and the Supplier.

    15.3 The Supplier must not assign any of its rights under the Agreement without LRE's prior written consent.

    15.4 Any provision in the Agreement which is invalid or unenforceable is to be read down if possible so as to be valid and enforceable and if that is not possible the provision will, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability without affecting the remaining provisions.

    15.5 Time is of the essence of the Agreement.

    15.6 A right of a party may only be waived in writing, signed by that party.  No other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver or prevents the exercise of the right.  A waiver of a right of a party on one or more occasions does not operate as a waiver of that right if it arises again.

    15.7 The Supplier may collect information in relation to LRE for the purpose of supplying the Goods or providing the Services in accordance with the Agreement provided that it complies at all times with the laws relating to the collection and disclosure of personal information under the Privacy Act 1988 (Cth) as amended from time to time.