TERMS & CONDITIONS FOR PROVIDERS OF ITEMS AND SERVICES

1.    DEFINITIONS AND INTERPRETATION

1.1. In these terms & conditions, unless the context requires otherwise:
“CIBS” shall mean Conveyor Integrated Business Solutions Pty Ltd (ACN 655 858 325) as the Trustee for the Lim Family Trust and its successors and assigns or any person acting on behalf of and with the authority of CIBS.
“CIBS T&Cs” shall mean these terms and conditions.

“Invoice” shall mean any invoice provided by the Provider to CIBS with reference to a Purchase Contract for Items, or otherwise provided pursuant the CIBS T&Cs.
“Items” shall include any items or services which CIBS requests to be supplied by the Provider (or the Provider offers to provide CIBS) including but not limited to: refurbishing of winches, pulleys, rubber cladding, bearings, rubber glue, painting, associated mechanical components, hire equipment for use on site, compressors, vulcanisers, winches, winders, belt winders, pinch drives and turning frames.

“Provider” shall mean any individual or company (or any person acting on behalf of and with the authority of that individual or company) being the entity or individual which CIBS either purchases Items from, or which sells Items to CIBS pursuant any Purchase Contract.
“Purchase Contract” shall mean any contract between CIBS and a Provider, whether oral, in writing or by conduct and under which any Items are either supplied to, or requested to be provided by, CIBS. For the avoidance of doubt, if any Items are supplied to CIBS by a Provider and CIBS pays for them, then that constitutes a Purchase Contract.

2.    ACCEPTANCE

2.1. If written acceptance of any Purchase Contract is not provided by the Provider to CIBS, then either: oral acceptance; or supply of the Items to CIBS will constitute acceptance by the Provider of any Purchase Contract pursuant to which the CIBS T&Cs shall apply.
2.2. The Provider shall neither rely nor assert in precedence any competing terms and conditions apply to the Items, other than the CIBS T&Cs. Should any other terms and conditions be subsequently determined by a Court as being operative, then the parties agree the CIBS T&Cs shall apply in the event of any inconsistency.

3.    PRICE AND PAYMENT

3.1. The price of the Items shall be as stated: in any Purchase Contract; or on any Invoice provided by the Provider to CIBS, either in response or in reference to any Purchase Contract; or as otherwise agreed in writing between the parties.
3.2. The price includes any applicable GST. Where GST is payable the Provider must provide CIBS with a Tax Invoice that complies with A New Tax System (Goods and Services Tax) Act 1999 (GST Act).
3.3. No interest is payable by CIBS on the late payment of any invoice provided under this clause.
3.4. Time for supply of the Items shall be of the essence, and their delivery and/or supply must be made both in the quantities, manner and as otherwise specified in the Purchase Contract.
3.5. If delivery of the Items and/or the completion of any services are not made by the date specified in the Purchase Contract, or within a reasonable time if no date is specified, then CIBS is entitled to refuse or return delivery of the Items and/or services and may terminate the Purchase Contract, without further notice.
3.6. Should CIBS terminate the Purchase Contract under clause 3.5, then CIBS may recover from the Provider any price paid under the Purchase Contract and any additional expenditure reasonably incurred by CIBS in either obtaining the Items from another Provider, replacing them, or for any other loss or damage incurred by CIBS arising from either late or non-delivery of the Items.
3.7. If the Provider is or becomes aware it will not be able to provide the Items in accordance with the Purchase Contract, then it must: immediately notify CIBS; provide an estimate of the delay; and take all necessary steps to otherwise minimise the delay.

4.    WARRANTIES

4.1.    The Provider warrants to CIBS that:
a) all Items match the description of those agreed to be supplied under any Purchase Contract;
b) the Items are fit for purpose, of good title and merchantable quality, free from defects, encumbrance, lien or security interest and comply with all applicable laws;
c) the Items carry any applicable manufacturer's warranty which CIBS is entitled to enforce in its name and the Provider warrants it will assign to CIBS the benefit of any warranty or guarantee, which the Provider has received from any third party supplier; and
d) it has the capabilities, skill, facilities and resources to supply the Items and that they will be supplied to CIBS with due care and skill.

4.2. The Provider hereby indemnifies CIBS, its successor, assigns, customers and any 3rd party users of CIBS's products, from and against any claim for loss or damage arising by reason of either: the use; or possession of the Items.

4.3. The Provider agrees to indemnify and keep indemnified CIBS against all and any liability arising from the breach of any warranty provided in this clause 4.

5.    DEFECTIVE ITEMS AND/OR SERVICES

5.1. Should any Items fail to conform to the warranties provided in clause 4 or are otherwise unsatisfactory to CIBS, CIBS will notify the Provider and the Provider must then indemnify CIBS for any incidental and consequential damages cause by such non-conforming Items, including but not limited to all costs, expenses and losses incurred by CIBS:
a) in inspecting, sorting, repairing or replacing such non-conforming Items; and
b) any claims for personal injury (including death) or property damage caused by such non-conforming Items.

6.    DEDUCTION AND SET-OFF

6.1. CIBS may deduct or set-off against any amount payable to the Provider any amount payable by CIBS (to the Provider), including but not limited to any amount for Items rejected by CIBS or for warranty claims made by CIBS or by its customers that relate to the Items.

7.    TERMINATION

7.1. CIBS may terminate any Purchase Contract by written notice to Provider if:
a) the Provider is in default of any of its obligations as set out in the Purchase Contract (including observing CIBS T&Cs) that is not capable of remedy, or if capable of remedy is not remedied within 7 days of written notice by CIBS of such default; or
b) the Provider breaches any warranties it has provided under clause 4 above or otherwise under the Competition and Consumer Act or any other relevant law or statute; or
c) an event of insolvency occurs to the Provider, or it otherwise ceasing to trade. 

7.2.Upon termination under this clause 7:
a) CIBS has the right to withhold any payment for any Item not yet delivered or services not yet completed by the Provider; and
b) the Provider will be liable to CIBS for any incidental or consequential losses incurred by CIBS as a result of the Provider's default.

7.3. The Provider does not have any claim whatsoever at law or equity against CIBS, if CIBS cancels an order under this clause 7 or otherwise.

8.    INSURANCE

8.1. The Provider must maintain at its sole expense insurance with reputable and financially responsible insurance companies, which adequately covers the Provider's potential liability against CIBS and third parties for any incidental and consequential loss or damage, arising out of or incidental to the use of the Items.

9.    INDEMNITY

9.1. The Provider unreservedly indemnifies CIBS against any and all liabilities which CIBS suffers, may suffer or incurs as a direct or indirect result of any of the following:
a) a breach of the Purchase Contract by the Provider, including any failure to deliver the Items in accordance with the Purchase Contract;
b) personal injury to, or illness or death of, any person (including the Provider's officers, directors, employees, agents, representatives, contractors or subcontractors, CIBS's officers, directors, employees, agents, representatives, contractors or subcontractors or a third party) in connection with any supply of Items under the Purchase Contract;
c) damage to any property (including to any property of the Provider, CIBS or a third party) caused or contributed to by an act or omission of Provider or in connection with any supply of Items under the Purchase Contract;
d) any wrongful, fraudulent, unlawful or negligent act or failure to act by the Provider;
e) any injury to, or death of, any person or any loss of, or damage to, any property caused by or arising in connection with any supply of Items under the Purchase Contract; and
f) any misleading or deceptive conduct by the Provider or any of its representatives;
except to the extent the relevant liability was caused directly by CIBS.

10.    GOVERNING LAW

10.1. The CIBS T&Cs and any Purchase Contract is governed by the laws of the State of Western Australia. 

11.    SEVERABILITY

11.1. If any term or condition or part of CIBS T&Cs is found to be illegal, unenforceable or invalid, those terms and conditions or part of CIBS T&Cs are to be treated as severed, but the remainder of CIBS T&Cs are not affected.

12.    WAIVER

12.1. CIBS will not be deemed to have waived any of its rights or remedies under CIBS T&Cs or at law by allowing any time or indulgence or by not exercising any right or remedy arising out of any default by the Provider.

13.    VARIATION

13.1. No variation of the Purchase Contract will be of any force unless it is in writing and signed by both parties.

13.2. CIBS may at any time unilaterally replace or amend the CIBS T&Cs, such replacement to be effective from the date specified by CIBS in its notice to the Provider advising of the replacement or amendment.

14.    FURTHER ASSURANCES

14.1. The Provider must do everything reasonably requested by CIBS to give effect to CIBS T&Cs, any relevant Purchase Contract and the transactions contemplated by them.

15.    CIVIL LIABILITY ACT

15.1. To the extent permitted by law, the operation of Part 1F of the Civil Liability Act 2002 (WA) (and any similar provision under any similar legislation in any other Australian State) is excluded in relation to any and all rights, obligations and liabilities arising under or in relation to any Purchase Contract or the CIB’s T&Cs, however such rights, obligations or liabilities are sought to be enforced.
to contribute to a positive future.