Standard Terms and Conditions for Purchase of Good and Services
January 2025
1 Introduction
Porsche Retail Group Australia Pty Ltd (ACN 063 359 459) trading as Porsche Centre Sydney South of 470 Gardeners Rd, Alexandria NSW 2015 (“PRGA”) purchases Goods and/or Services on the following terms and conditions (Terms). These Terms, together with the relevant Purchase Order, apply to every purchase of any Goods and / or Services by PRGA, unless otherwise agreed in writing. By accepting a Purchase Order from PRGA, the Supplier agrees to be bound by these Terms.
2 Definitions
The following definitions apply unless the context requires otherwise.
Confidential Information means all information, in any medium, provided by one party (the “disclosing party) to the other party (the “recipient”), or otherwise obtained by the recipient, whether obtained before or after acceptance of this Purchase Order, in connection with the disclosing party, the Deliverables or this Purchase Order. It includes:
(a) all confidential business information, documents, records, financial information, reports, technical information and forecasts which relate to the disclosing party or its business;
(b) these Terms; and
(c) any information designated as confidential or which the recipient ought reasonably to have known is confidential.
Deliverables includes the Goods and/or Services that are the subject of a Purchase Order.
Goods includes products, materials, supplies, equipment and other goods that are the subject of a Purchase Order.
GST means the tax payable on taxable supplies under the A New Tax System (Goods & Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all present and future intellectual and industrial property rights and interests throughout the world, whether registered or unregistered, including trademarks, designs, patents, inventions, circuit layouts, copyright and analogous rights, confidential information, know-how and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of 14 July 1967 as amended from time to time and any application for any of the same, and any equivalent rights, whether registered or unregistered.
Modern Slavery has the meaning given to it in the Modern Slavery Act 2018 (Cth) and includes any form of child labour prohibited by law.
Purchase Order means a written order by PRGA to the Supplier for the supply, provision or delivery of any Deliverables.
Services includes all services to be performed by the Supplier that are the subject of a Purchase Order.
Site means the locations stated in a Purchase Order for the delivery of Goods or the performance of Services.
Supplier means the supplier of the Deliverables to whom the Purchase Order is addressed.
3 Purchase Orders
(a) A Purchase Order and these Terms will constitute the entire agreement between PRGA and the Supplier for the supply of the Deliverables, unless the Supplier has entered into a separate agreement in writing with PRGA for the supply of the Deliverables in which case that agreement will replace and prevail over these Terms.
(b) No terms and conditions stated by the Supplier in any quotation, invoice, delivery docket or other document or communication will be binding on PRGA.
(c) Within 3 business days of receipt of a Purchase Order, the Supplier must reply to PRGA to confirm receipt and that the Purchase Order will be completed by the time stated in the Purchase Order.
(d) To the extent that any conflict exists between the provisions of these Terms and the Purchase Order, the provisions of these Terms will prevail to the extent of the inconsistency.
4 Supply of Deliverables
(a) Deliverables that are supplied pursuant to a Purchase Order must:
(i) comply with the quantity, volume, description, standard and specifications required under the Purchase Order;
(ii) be of acceptable quality (as that term is defined in the Australian Consumer Law);
(iii) be delivered or completed (as applicable) by the time specified and in accordance with all instructions in the Purchase Order;
(iv) comply with all applicable laws, codes and standards;
(v) pass such inspections and tests as may be required by PRGA;
(vi) be fit for their intended or specified purposes; and
(vii) be supplied with the standard of skill, due care and quality expected of a provider experienced in the provision of such Deliverables.
(b) PRGA relies upon the skill and knowledge of the Supplier in providing the Deliverables.
5 Code of Conduct
(a) The Supplier must comply with PRGA’s Code of Conduct for Business Partners (Code) in providing the Deliverables, which is available at the bottom of Porsche Centre Sydney South’s website at [https://dealer.porsche.com/au/sydneysouth/en-AU] via the tab Business Partner Code of Conduct and attached to this Agreement.
(b) PRGA reserves the right to vary the Code, with such variations being binding on the Supplier on the date that is 30 days’ after written notice of the changes is given to the Supplier by PCA. During this 30 days’ period, the Supplier may terminate this Agreement on written notice if they are unwilling to be bound by the amended Code. If no notice of termination has been received by PCA at the expiry of the 30 days’ period, the Supplier will be deemed to have accepted these changes and agrees to be bound by the amended Code.
(c) If the Code and these Terms conflict or are inconsistent these Terms will prevail.
6 Anti-Bribery
Each party must:
(a) at all times comply with all applicable Australian laws, statutes, regulations and codes relating to anti-bribery and improper payments (Anti-Bribery Requirements);
(b) not give or offer or promise to give, receive or agree to accept, any payment, gift or other benefit or advantage which violates an Anti-Bribery Requirement;
(c) have and maintain its own policies and procedures to ensure compliance with the Anti-Bribery Requirements and enforce them where appropriate;
(d) not prepare, approve or execute any contract or other document or make any record in connection with these Terms that a party knows, or ought reasonably know, is false, inaccurate or misleading; and
(e) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by that party in connection with the performance of this agreement which will or may be in breach of the Anti-Bribery Requirements.
7 Modern Slavery
(a) Supplier warrants that it does not, and agrees that it will not, engage in any form of Modern Slavery.
(b) Supplier will take all reasonable steps to ensure that its suppliers do not engage in any form of Modern Slavery (including undertaking due diligence in its selection of suppliers, and continually monitoring and auditing its suppliers for this purpose).
(c) PRGA may audit the Supplier (either by itself or a third party appointed by PRGA) to verify compliance with this clause 7.
8 Price
Unless otherwise stated in the relevant Purchase Order or agreed by PRGA in writing, the prices for the Deliverables are:
(a) fixed for the entire duration of supply of such Deliverables under the relevant Purchase Order and not subject to any adjustments based on variation in the cost of materials, labour, delivery, taxes or otherwise;
(b) inclusive of all duties, taxes, GST, levies, imposts and all other charges and costs (whether they arise by statute or otherwise);
(c) payable in Australian dollars; and
(d) inclusive of all costs of delivery to the Site as well as all packaging, shipping, carriage and insurance.
9 Delivery
(a) The Supplier must deliver the Goods to the Site and / or perform the Services at the Site on the date(s) specified in the Purchase Order during usual business hours, unless otherwise agreed. Time is of the essence.
(b) If PRGA specifies the delivery address or date after a Purchase Order is placed, PRGA will give the Supplier reasonable notice of the details. If no date for delivery is specified, the date for delivery will be as soon as reasonably possible or as reasonably directed by PRGA.
(c) A packing note quoting the Purchase Order reference number, the item number, the Site, contents, quantity, date method of dispatch and weight must accompany each delivery or consignment of Goods and must be displayed prominently on the outside of the packaging (if any).
(d) The Supplier must, and must ensure that its officers, employees, agents and contractors, while at the Site comply with P’GA's reasonable requirements as to security, health and safety, times and areas of access.
10 Title, Risk, Inspection and Acceptance
(a) The Supplier warrants that, at the time of delivery, it has the right to sell the Goods and the Goods are free from all liens, charges and encumbrances of any kind.
(b) At any time prior to the supply of any Goods, PRGA, upon reasonable notice, may inspect the Goods and the premises of manufacture and storage of the Goods. If, as a result of such an inspection, PRGA is not satisfied with the quality of the Goods or the standard of their manufacture, storage or handling, it may give notice of this to the Supplier and the Supplier must take such steps as are reasonably necessary to correct any deficiency as soon as reasonably possible after receipt of that notice.
(c) Title and risk in the Goods will pass to PRGA after the Goods have been physically delivered to and inspected and accepted by PRGA as being in accordance with the Purchase Order.
(d) PRGA may reject any Deliverables which PRGA determines do not comply with the corresponding Purchase Order provided that PRGA has first given notice to the Supplier detailing the non-compliance and given the Supplier a reasonable opportunity to:
(i) where the Deliverables are Goods, to correct any deficiency in the Goods; and
(ii) where the Deliverables are Services, re-perform or otherwise correct the performance of the Services.
(e) PRGA may at any time return Goods that are rejected under clause 10(d)(i) above to the Supplier at the Supplier's expense and obtain full credit in respect of the purchase price thereof.
(f) If required by PRGA, the Supplier must re-supply any rejected Goods and remedy any rejected Services at no additional cost to PRGA (provided that PRGA has complied with clause 10(d) above).
11 Insurance
(a) The Supplier must take out and maintain insurance coverage in respect of the Deliverables in accordance with the reasonable requirements of PRGA regarding the entities insured, the risks insured against and the amount of the insurance. As a minimum, the Supplier must maintain a general business risk, professional indemnity and/or public liability insurance policies (as applicable) to cover the provision of the Deliverables in the minimum amount of $2 million from a reputable insurer. For clarity, the fact that insurance has been taken out by the Supplier in accordance with this clause 11(a) does not in any way limit the liability of the Supplier to Porsche under or in connection with the provision of the Deliverables.
(b) The Supplier will provide to PRGA the terms and currency of any insurance policy with respect to the insurances referred to in this clause 11 upon request by PRGA.
12 Laws and regulations
(a) The Supplier will, at its cost, comply with:
(i) all reasonable requirements of PRGA in any way affecting or applicable to the Deliverables; and
(ii) all laws, codes and standards affecting or applicable to the Deliverables.
(b) The Supplier must obtain all permits, licences, consents, approvals and authorisations required in respect of the Deliverables. The Supplier must provide to PRGA evidence of compliance with this clause 12(b) at the request of PRGA.
13 Personal information and data security
(a) Where the Supplier collects, stores or processes any personal information in connection with a Purchase Order, the Supplier must comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles contained in schedule 1 to the Privacy Act 1988 (Cth), any APP code (as defined in the Privacy Act 1988 (Cth) and all other privacy laws which apply to the Supplier’s activities.
(b) The Supplier must:
(i) immediately notify PRGA in writing if it becomes aware of any unauthorised access, modification, disclosure or loss of, personal information under its control by virtue of the Purchase Order, and cooperate with PRGA to assess whether such security breach may result in serious harm to any individual to whom the information relates;
(ii) comply with any reasonable directive from PRGA as to which party will discharge any mandatory reporting obligation arising from the incident;
(iii) conduct or assist PRGA in conducting a reasonable and expeditious assessment of the breach or suspected breach; and
(iv) ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected breach.
(c) The Supplier must, and must ensure that its officers, employees, agents or contractors:
(i) access and use PRGA data and information solely, and only to the extent required, to perform the Services;
(ii) comply with all security requirements applying to PRGA data as notified by PRGA to the Supplier from time to time, in addition to any obligations under law;
(iii) notify PRGA immediately and comply with all reasonable directions of PRGA upon becoming aware of any contravention of PRGA’s security requirements in relation to PRGA data; and
(iv) do not take, transfer, transmit or disclose PRGA data to a third party or allow PRGA data to be taken, transferred, transmitted, accessed or disclosed to a third party, without the prior written consent of PRGA.
14 Warranty
(a) The Supplier warrants that:
(i) all express claims made by the Supplier about any Deliverables, including any technical specifications provided by the Supplier, are correct and can be relied upon;
(ii) neither the sale or supply of any Deliverable, nor its use by PRGA, will breach any rights of any third party.
(b) If any Deliverables have been obtained by the Supplier from a third party, the Supplier must use reasonable efforts to ensure that any warranties and indemnities the Supplier holds from that third party, in respect of those items, must also be provided to PRGA.
(c) Any Deliverables that are not to in accordance with these Terms or a Purchase Order must be remedied by the Supplier at its own expense upon request of PRGA. At PRGA's option, without limiting any rights of PRGA under the Australian Consumer Law, PRGA may require the Supplier to:
(i) for Services: supply the Services again or pay the cost of having the Services supplied again; and
(ii) for Goods: replace the Goods or supply equivalent goods, repair the Goods, pay the cost of replacing the Goods or of acquiring equivalent goods or pay the cost of having the Goods repaired.
(d) If the Supplier fails to promptly remedy any defect in the Deliverables on request by, and to the satisfaction of, PRGA (acting reasonably), then PRGA may remedy (or arrange for a third party to remedy) that defect at the cost of the Supplier which will be a debt due and owing to PRGA.
15 Confidential Information
(a) A recipient of Confidential Information may only use or reproduce the Confidential Information of the disclosing party for the purpose of performing the recipient’s obligations or exercising the recipient’s rights under these Terms.
(b) Each party must not, and must ensure that its officers, employees, agents and contractors do not, disclose the Confidential Information of the other party to any third party, except as follows:
(i) with the prior written consent of the other party;
(ii) to the extent required by law, order of a court or regulatory body or the listing rules of a stock exchange; or
(iii) to any employee, agent or contractor of that party who has a need to know the information and is bound by confidentiality obligations no less onerous than those contained in this clause 15.
16 Intellectual Property Rights
(a) Unless expressly agreed otherwise, if the Supplier carries out any development work under a Purchase Order, PRGA will own all Intellectual Property Rights generated in that work. The Supplier will do everything reasonably required by PRGA, during or after supply of the Deliverables, to effect any transfer of rights to PRGA under this clause 16(a).
(b) Except where clause 16(a) applies, the Supplier must grant to, or obtain for, PRGA a perpetual, irrevocable, world-wide, royalty free, non-exclusive licence (including the right to novate or assign the licence, and to sublicense) to use, reproduce, adapt, modify and communicate any Intellectual Property Rights contained in any Deliverables provided to the Supplier, in order to receive the full benefit of the Deliverables.
17 Payment
(a) The Supplier will invoice PRGA for payment on or after supply of the Goods or completion of the Services unless:
(i) supply of the Goods or performance of the Services extends for more than 1 calendar month in duration, in which case the Supplier may invoice PRGA at the end of each month for Goods supplied or Services performed during the relevant month; or
(ii) there is a different arrangement set out in the Purchase Order or a separate agreement, in which case the terms and conditions of such arrangement will apply.
(b) PRGA will not be liable to pay an invoice from the Supplier unless the invoice is correctly rendered. An invoice will be correctly rendered if it complies with the GST Law and includes the following information:
(i) invoice number;
(ii) Purchase Order number;
(iii) Supplier’s name, ABN and address;
(iv) period for which the invoice is submitted; and
(v) details of the Deliverables.
(c) Unless otherwise agreed by PRGA in writing, PRGA will pay the Supplier within 30 days of PRGA receiving a correctly rendered invoice in accordance with the requirements of these Terms and the applicable Purchase Order.
18 Termination
(a) Without limiting any other provision of these Terms, if a party (Party A):
(i) breaches any provision of these Terms and the breach is not capable of being remedied or, if the breach is capable of being remedied, Party A does not remedy that breach within 14 days of the date of notice to Party A specifying the breach; or
(ii) subject to sections 415D, 434J and 451E of the Corporations Act 2001 (Cth):
(A) becomes, threatens, resolves to become, or in the reasonable opinion of the other party (Party B) is likely to become, subject to any form of insolvency, administration, receivership, bankruptcy or liquidation; or
(B) enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up,
then Party B may:
(iii) where Party B is PRGA, suspend payment in respect of any Purchase Orders placed by PRGA that are affected by the relevant breach;
(iv) remedy the breach referred to in clause 18(a)(i) on behalf of Party A at the cost of Party A; and/or
(v) terminate the Purchase Order and these Terms at no cost to Party B.
(b) Termination of a Purchase Order and these Terms under clause 18(a) will be without prejudice to any other rights and remedies of either party.
(c) Notwithstanding anything else in this clause 18 or elsewhere in these Terms, either party may terminate a Purchase Order by providing 30 days' written notice to the other party.
(d) If a Purchase Order is terminated by either Party under clause 18(c), PRGA will be liable only for payments due under the Purchase Order which have been performed and are invoiced prior to the effective date of termination and, if PRGA is the terminating party, any unavoidable reasonable costs actually incurred by the Supplier that are directly attributable to the termination (excluding, without limitation, loss of prospective income or redeployment and redundancy costs).
19 Assignment and Subcontracting
(a) Notwithstanding the remainder of this clause 19, PRGA may assign, novate or subcontract these Terms or any part of its rights or obligations under these Terms to any of its related bodies corporate (as defined in section 9 of the Corporations Act 2001 (Cth)).
(a) The parties must not assign or novate, in whole or in part, any rights or obligations the subject of these Terms, without the prior written consent of the other party.
(b) The Supplier must not subcontract any obligation under a Purchase Order or these Terms without the prior written consent of PRGA (which may not be unreasonably withheld or delayed).
(c) An approval given by PRGA permitting the Supplier to subcontract any portion of the Deliverables does not relieve the Supplier from its obligations and liabilities pursuant to a Purchase Order or these Terms and the Supplier will be vicariously liable for the acts and omissions of its subcontractors.
20 Severability
If at any time a provision of these Terms is or becomes illegal, invalid or unenforceable in any jurisdiction that provision must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If, however, the provision is not capable of being read down, it is severed to the extent of the invalidity or unenforceability and this will not affect or impair the legality, validity or enforceability:
(a) in that jurisdiction of any other provision of these Terms; or
(b) under any other jurisdiction of that or any other provision of these Terms.
21 Relationship
Nothing in this document:
(a) constitutes a partnership between the parties; or
(b) makes a party an agent of the other party for any purpose.
22 Non-Exclusive Arrangement
Acceptance of a Purchase Order by the Supplier does not:
(a) give the Supplier the right to be the sole supplier of the Deliverables to PRGA;
(b) oblige PRGA to acquire any particular quantity of Deliverables from the Supplier; or
(c) prevent PRGA from obtaining deliverables that are the same as, or similar to, the Deliverables from other suppliers.
23 Variation
No provision of these Terms or a right conferred by them can be varied except in writing signed by all parties.
24 Dispute Resolution
(a) Any dispute between the Supplier and PRGA arising out of or in any way connected with a Purchase Order or these Terms which is not resolved by the Supplier and PRGA within 14 days of a notice by either party to the other advising that it is a notice pursuant to this clause 24 must be referred for mediation to be administered by the Resolution Institute in accordance with, and subject to, the Resolution Institute’s Mediation Rules, available at: https://www.resolution.institute/documents/item/1897
(b) Unless otherwise agreed in writing by the parties, mediation shall be conducted by:
(i) a person agreed between the parties; or
(ii) if the parties are unable to agree on the identity of a person to be appointed within 7 days after the dispute has been referred for mediation under clause 24(a), a person nominated by the Resolution Institute, who accepts appointment as the mediator.
(c) A party may not start court proceedings in relation to a Dispute until it has exhausted the procedures in this clause 24, unless the party seeks urgent interim relief.
Code of Conduct for Business Partners
PRGA’s Code of Conduct for Business Partners is available here: Business Partner Code of Conduct