In case Seller and Buyer have signed a Framework Agreement concerning deliveries of the Supply from Seller to Buyer or Specific Orders (as defined below) (collectively the “Agreement”), the terms and conditions of such Agreement including any and all appendices shall apply and prevail, provided and to the extent that such Supply is within the scope of the Agreement.
Specific Orders shall outline price, quantity, delivery terms and other relevant details for each Order.
The price, quantity, place and time of delivery, payment and delivery terms and other requirements for the Supply shall be as stipulated in the Agreement. Unless otherwise stated in the Agreement PAYMENT SHALL BE DUE 60 DAYS AFTER RECEIPT OF A PROPER INVOICE , and delivery of and transfer of risk for the Supply shall be according to the agreed delivery terms in accordance with Incoterms 2010. If no delivery terms are stated in the Agreement, the agreed delivery terms shall be DDP (”Delivered Duty Paid”). Title to the Supply shall be transferred to the Buyer upon Buyer’s payment of the Supply or upon the Seller’s delivery of the Supply whichever occurs first in time. The Supply shall, to the extent applicable, be accompanied by a certificate or declaration of origin, a certificate of analysis, CoA and/or import permit.
Payments will be made by transfer to the Seller’s nominated bank account and no request for cash payments shall be accepted. The Seller and Buyer acknowledges this payment deadline has been actively negotiated and agreed between the parties as fair and reasonable to both. Payments shall be made directly to the Seller, and not to any other third party.
No change, modification or termination of any part of the Purchase Conditions and Purchase Order (including the ordered quantities, delivery schedule, shipping and/or packing methods, place of delivery) shall be valid unless made in writing by the authorized representatives of both parties.
The invoices issued by the Seller shall specify the Supply and number of units, the applicable prices and discounts, taxes and duties, Purchase Order (PO) number, Buyer’s company name, the account entry type (invoice, credit note, etc.), Seller’s GST/VAT number, Seller’s bank account information for payment. If applicable, HS codes, country of origin, custom tariff number and net weight must be stated on the invoice.
The Seller shall inform the Buyer forthwith of any expected delays in delivery. Time is of the essence as regards punctual delivery of Supply. This means that the Buyer shall be entitled to reject any late delivery. In addition to such remedy, the Buyer shall be entitled to claim compensation for any costs, damages or third party claims caused, whether directly or indirectly, by such delay.
Supply delivered according to these Purchase Conditions and/or any Specific Order(s) shall correspond to the agreed specifications. Any and all deliveries of the Supply by the Seller to the Buyer shall be effected in accordance with all applicable laws and regulations, and environmental or safety related standards and requirements, whether agreed or statutory. All Supply shall upon delivery be duly protected from any damages likely to be caused by fluctuations in temperature, exposure to sunlight, other goods or material or other relevant factors.
In the event that any portion of Supply turns out to be defective upon delivery, the Buyer shall be entitled to ask for full replacement or cancellation of such portion of Supply, at the Seller's cost and risk. Any replacement shall be effected without undue delay. In addition hereto, the Buyer shall be entitled to compensation for any costs, damages or third party claims caused, whether directly or indirectly, by such defective Supply. Finally, the Buyer shall be entitled to reject the full consignment of Supply delivered, provided the defective portion of the Supply constitutes a substantial part of the total Supply consignment in question.
Standard Supply in the original packaging and in an undamaged condition can be returned to the Seller at any time within 3 (three) months after delivery to full credit.
Any and all rights, rights of ownership, industrial and/or intellectual property rights to any Supply (including but not limited to results, inventions, improvements, and know-how (whether patentable or not) developed for and/or supplied to the Buyer as part of a Specific Order shall be vested in the Buyer without any additional cost or compensation being payable to the Seller, any of its employees or any of its permitted sub- contractor(s). The Seller hereby declares on its own behalf, on behalf of its employees and on behalf of any permitted sub-contractor(s) of the Seller, that they have finally and irrevocably assigned free of charge to the Buyer any and all industrial and/or intellectual property rights to any Supply developed for and/or supplied to the Buyer as part of a Specific Order, and such intellectual property rights shall be the sole property of the Buyer. To safeguard the interests of the Buyer in results, inventions, improvements, and know-how, the Seller shall forthwith inform Buyer in the event of these in full detail including all raw data. The Seller, the employees of the Seller and any permitted sub-contractor(s) of the Seller, shall free of any charge do any reasonable act or thing or execute any reasonably required document to give effect to the foregoing, including but not limited to providing required transfer statements. Only in the event and to the extent the Seller uses own developed standard software, standard documentation and/or standard equipment as part of the Supply that are generally offered to other customers of the Seller than the Buyer, then any and all industrial and/or intellectual property rights to such standard software, standard documentation and/or standard equipment shall remain with the Seller. In such event the Seller hereby grants to the Buyer a non- exclusive, unlimited, irrevocable, fully paid up, worldwide, royalty free, sub-licensable, perpetual right to use such standard Software, standard documentation and standard equipment supplied to the Buyer as part of the Supply. The Buyer or any third party engaged by the Buyer shall be entitled to copy, maintain, implement, refit, amend, develop and/or make derivate works of such standard software, standard documentation and standard equipment.
Seller warrants:
(i) that the Supply is free from any defects for a 2 (two) year period from the date of delivery;
(ii) that any and all data, information, manuals, etc. provided by the Seller concerning the Supply are complete, consistent and in compliance with the agreed specifications;
(iii) that the Supply (including but not limited to any documentation) does not infringe the rights of third parties, including without limitation intellectual property and other intangible rights; and
(iv) that all necessary licenses/rights of use are obtained from third parties at Seller’s own costs. Any costs related to the remedy of any defects shall be borne by the Seller, including but not limited to transportation costs, reparation costs and costs of replacement parts.
Irrespective of the warranties set-out above, the Seller shall at any time be liable for any and all claims, expenses, losses, damages, suits or liabilities caused by any willful misconduct or negligent act or omission by Seller, including without limitation personal injuries and damage to both fixed and moveable property. In the event that an action is brought against the Buyer claiming infringement of any third party rights, the Buyer is obliged to notify the Seller in writing. The Seller shall take over the action and pay all costs connected with the action. The Seller shall indemnify, defend and hold harmless the Buyer for all costs connected with such action, including legal costs and attorneys' fees.
In the case of machinery, equipment, software or similar goods being delivered as the Supply or together with Supply, the Seller undertakes to be capable of delivering spare parts, instruction manuals or similar goods or services for a period of not less than 5(five) years after the time of delivery of the Supply in question. Furthermore, the Seller undertakes to meet any request by the Buyer to maintain and update such machinery, equipment, software, manuals etc., on financially reasonable terms.
The Seller shall keep confidential, and shall ensure that its respective servants, agents, permitted subcontractors and affiliates shall keep confidential, at all times during and after expiry or termination of these Purchase Conditions, all information and documents owned, licensed or controlled by Buyer and disclosed to Seller in oral, visual, written, electronic or any other form. The Seller shall not copy, disclose, or furnish such confidential information and documents to any third party or use the same for any purpose except in so far as may be necessary for performing its obligations under any Specific Order. Unless otherwise specifically agreed in writing, the Seller shall not be entitled to use the trademarks, logos, brand names, patents or any other intellectual property rights belonging to the Buyer. On completion or early termination of the Specific Order and these Purchase Conditions, the Seller shall, unless otherwise agreed, return to the Buyer the confidential documents and information received from the Buyer at no additional cost to Buyer.
The obligations of either party hereunder shall be excused or suspended to the extent performance is prevented or delayed by any future event, which is (i) beyond the reasonable control and without the fault or negligence of the party affected thereby, (ii) was not foreseeable by such party at the time this Agreement is entered into, and (iii) could not have been prevented by such party taking reasonable steps; provided that written notice of such delay, including the anticipated duration of such delay, shall be given by such party to the affected party within ten (10) days of the occurrence of such event. Such events shall include, but not be limited to, war, riots, fire, explosion, flood, currency restriction, and acts or omission of governments in their sovereign capacity. During the period of failure or delay by Seller, Buyer may acquire substitute or replacement items from one or more alternative sources and in such event, there may be a proportionate reduction in the quantity of supply required from Seller. If the delay lasts more than thirty (30) days or if Seller does not provide adequate assurances that the delay will cease within thirty (30) days, Buyer may terminate this Purchase Order and any funds pre-paid by Buyer shall be promptly returned.
These Purchase Conditions shall be governed by the substantive laws of NSW, Australia. Any dispute arising out of these Purchase Conditions shall be finally settled under the Rules of Arbitration of the Australian Centre for International Commercial Arbitration. Arbitration shall take place in NSW, Australia.. Arbitration proceedings shall be conducted in the English language. The award of the arbitrator shall be final and binding on both Parties. The Parties bind themselves to carry out the awards of the arbitrator.
These Purchase Conditions shall be construed and interpreted pursuant to the laws of Australia.
The Seller is responsible for following any code of conduct handed over , in written and/or oral form, in connection with the Specific Order.
The Buyer expects Seller to adhere to the Buyer’s Responsible Sourcing Standards for business partners or to initiate dialogue and engage with Buyer if compliance with them cannot be achieved. The standards are set forth here: http://www.novonordisk.com/images/Sustainability/PDFs/Resp_Sourcing_Standards_UK.pdf .
Novo Nordisk suppliers have the opportunity to report securely and confidentially any type of suspected misconduct through the Novo Nordisk compliance hotline. Information about using the compliance hotline and other possibilities to report suspected misconduct can be found at http://www.novonordisk.com/about_us/contact_us/contact_audit_committee.asp. Supplier agrees to make relevant personnel in its organization aware of the availability of this compliance hotline.
Without prejudice and in addition to any other obligation of the Seller under this Purchase Conditions, the Seller undertakes that in the performance of its obligations, the Seller will:
(i) Comply with the Modern Slavery Act 2018 (Cth) or any other legislation, code of guidelines which applies in the jurisdiction in which the Seller is located and which relates to the protection of modern slavery (“Modern Slavery Laws”);
(ii) Use reasonable efforts to procure that its relevant personnel comply with the Modern Slavery Laws;
(iii) Promptly provide the Buyer with, such access, information and documentation as it reasonably requests to permit the Buyer to undertake due diligence on its supply chain; and report to any relevant authority or any other person, in relation to human rights and protections in its operations and supply chains, including pursuant to any Modern Slavery Laws.