By making a Purchase Order or receiving Services from the Supplier, the Customer agrees to be bound to the following Terms and Conditions and consents to receiving all forms of electronic communication from the Supplier.
In this Agreement, unless the context requires otherwise the following definitions apply:
In these Terms and Conditions and any Purchase Order, unless the context requires otherwise:
These Terms and Conditions and any Purchase Order will be read and interpreted as a single agreement but if there is any conflict or inconsistency between these Terms and Conditions and/or any Purchase Order, the various parts of the Agreement will be interpreted and applied in the following order:
Each party represents and warrant to each other party that:
Any terms capitalised in clause 16 and not already defined in clause 2.1 have the same meaning given to those terms in the GST Act.
Except under clause 16, the consideration for a Supply made under or in connection with this Agreement does not include GST.
If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:
For clarity, the GST payable under clause 16.3 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the GST Act Supplier is liable, however caused.
If either party has the right under this Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this Agreement, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).
Where a Tax Invoice is given by the GST Act Supplier, the GST Act Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.
Where a Supply made under or in connection with this Agreement is a Progressive or Periodic Supply, clause 16.3 applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.
Both parties’ obligations under this Agreement cannot be transferred or assigned and any attempt to do so will be void. The parties may assign their rights and obligations pursuant to this Agreement to another party with the consent of the other party.
The parties will indemnify each other and keep each other indemnified against any claim, loss, damage, liability, cost, or expense that may be incurred by either party arising from or in connection with any breach or default by either party of this Agreement or any related Purchase Order or contract.
The Customer must, at the request of the Supplier, provide such further information as is required by the Supplier, whether for the purpose of enabling the Supplier to provide the Services, assessing the Customer’s creditworthiness or otherwise.
The parties agree that:
This Agreement will, to the extent possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect. If a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:
The Customer may contact the Supplier in relation to this Agreement, the Terms and Conditions contained herein at:
Mapulus Pty Ltd E: [email protected] M: 0466 491 770