These Standard Terms apply to purchase orders issued by Mulpha Signal Group Pty Ltd to a supplier.

    1. General
      • Every purchase order (“Order”) we issue is an offer from us to acquire goods or services (or both) (“Products”) from you (as specified in the Order) subject to these terms and conditions (”Standard Terms”) which also incorporates any special conditions that we include on any Order.  To accept our Order and to do business with us, you must do so by written confirmation.  When you accept our Order, you agree that you enter into a contract with us on the basis of these Standard Terms on the date of your acceptance of our Order.
      • You expressly agree that any terms and conditions or other contractual requirements which you include in any quote, Order response / confirmation, or any offer document, any Order acceptance response, any invoice, artwork or any other document from you (whether express or stated to be incorporated into any of the preceding) are expressly negatived and excluded to the extent of any actual or likely inconsistency between the terms, conditions and requirements of our Order (including any special conditions forming part of any Order) and our Standard Terms.  The following order of priority will apply in that regard:  firstly, the terms of any Order, secondly, the Standard Terms and thirdly (and only to the extent not actually or potentially inconsistent with the preceding) your terms and conditions.
    2. Delivery
      • You must supply Products as, where and when specified in our Order or otherwise directed by us (at any time) in writing. You must keep us promptly informed of any delays or other matter(s) which may affect the supply or delivery of Products. If a delay results in the End-user cancelling any order they have placed with us, any applicable Order this become void and be cancelled with immediate effect on the date which we inform you of the End-user’s cancellation.  If we cancel an Order under this clause, you agree to, at our election, refund us all monies paid by us to you in respect of the Order, or credit the same amount to our account with you for future use, at our direction, on any future Order.
      • All delivery instructions included on an Order (including but not limited to the in-hands-date (delivery date)), delivery dockets, split deliveries, contact persons and so on, must be met as specified, failing which we may cancel the relevant Order without payment or any other penalty.
      • Any additional costs incurred for express transit required to meet the in-hands-date (delivery date) due to delays in production will be incurred by the supplier.
    3. Cancellations
      • We may cancel an Order by written notice to you: (a) at any time prior to artwork approval, production or supply; or (b) after production or supply, where permitted by the terms of any Order or these Standard Terms (including, for avoidance of doubt, where you breach the terms of any Order or these Standard Terms).
    4. Quality
      • You must, and all Products you supply must, strictly comply with all applicable laws, regulations, codes, Australian Standards, artwork approvals, provided samples and delivery timeframes and other requirements specified in an Order or as otherwise directed by us (including any performance criteria).
      • Goods must be new, fit for the purpose for which they are acquired, free from damage and defects in workmanship and materials, and of merchantable quality. Services must be performed to a high standard of professional care and skill by appropriately trained, experienced and qualified personnel.
      • Where an Order is contingent upon on the approval of artwork or samples (or both) any goods or products you provide to us do not match any approved artworks or samples, we may cancel that Order(s) by informing you as such in which case you agree (at our election) to refund us all monies paid by us to you in respect of the Order(s), or credit the same amount to our account with you for future use, at our direction, on any future Order.
      • Goods must match any stock samples, preproduction samples, repeat orders and artwork (that we have provided or otherwise approved) exactly, and may be rejected and any associated Order cancelled if otherwise.
      • The quality of packaging and cartons used to while goods are being stored and during transit must be appropriate and adequate to properly protect the goods while in transit so that they do not sustain damage.
      • You expressly assign to us the benefit of any warranty or guarantee given to you by any manufacturer in respect of goods and where we seek to obtain the benefit of any such warranty, you must act promptly as we reasonably direct in respect of any warranty claim.
      • We may reject Products which do not comply with our Order or these Standard Terms. Where Products are rejected, you must, at our option within 5 days: (a) replace, repair or re-supply the Products at your expense; or (b) refund to us any amount we paid for the rejected Products. The supplier is fully liable for any costs incurred due to their failure to meet the quality requirements.
    5. Price and payment
      • The price for Products is the price stated in our Order (“Price”).
      • Unless the Order expressly states otherwise, the Price includes: (a) any applicable GST; and (b) all packing, insurance and delivery charges, and (c) all taxes and duties.
      • Your invoice must: (a) be correctly addressed; (b) identify our Order number; (c) be a valid tax invoice for GST purposes; and (d) where we request it, be accompanied by documentation substantiating the amount claimed.
      • We will pay all correctly rendered and undisputed invoices within 30 days after we receive them. If payment is required prior to production, you must immediately advise us in order to ensure there are no delays in meeting the in-hands-date for the end user.
      • If we dispute an invoice (a) payment is suspended until the dispute is resolved and (b) you must give us any information or document we request in relation to thr invoice or the dispute.
      • As well as any of our other rights, we may deduct from your invoice any amount you owe us (including under any indemnity).
    6. Title and risk
      • Title to and risk in Products passes to us on delivery.
      • You warrant that: (a) you have complete ownership of the Products free of any encumbrances; (b) we will receive clear and complete title to the Products free from any encumbrances; and (c) no claim of infringement of moral rights or any other intellectual property rights will be brought against us by your employees, agents or any third parties.
      • Any intellectual property rights created in the Products from your performance of an Order vest in and are assigned to us on creation.
      • You must not (and you agree not to) register any form of mortgage, charge, security interest (as defined in the Personal Property Securities Act (Cth) 2009 or caveat (“Interest”) over any business operated by, our personal property or real property owned by us or any of our related bodies corporate (as defined in the Corporations Act (Cth) 2001) including, for avoidance of doubt, over any Products.
    7. Our materials
      • Any tools, patterns, designs, drawings, dies or other material(s) used in supplying or manufacturing Products and that we pay for or is otherwise supplied by us (”Our Materials”) are our property.
      • While Our Materials are in your possession, you: (a) hold them solely as our bailee; (b) must store them securely and maintain them properly so as to ensure they remain in good repair; (c) must use them only for the purpose of supplying the Products in accordance with an Order from us; and (d) must return them to us on demand.
    8. Confidentiality & Privacy
      • Any information we supply to you (which includes but is not limited to anything specified in an Order, these Standard Terms, Our Materials, any correspondence between us and you, any information about our customers, suppliers, employees and anything else which we state is (or you ought to reasonably infer as being) confidential information, whether directly supplied to you by us or by a third party our behalf, is our confidential information which is valuable to us. You must keep our confidential information secret and confidential and you must not directly or indirectly permit (or omit to do anything which results in) unauthorised disclosure, use, recording, memorising, reverse engineering or copying of our confidential information. You must only use our confidential information as expressly permitted by an Order and these Standard Terms and only as expressly needed to provide the Products in accordance with an Order and these Standard Terms, without our prior written approval.
      • You must keep any confidential information you receive in respect of any End user (which includes information about the contact information and artwork) confidential and not directly or indirectly disclose, use, record, memorise, reverse engineer or copy it for any purpose other than to perform this contract, without our prior written approval.
      • You must comply, and must ensure that your representatives (employees, officers, (sub-)contractors and other agents) comply, with all applicable privacy laws.
    9. Indemnity and release
      • You indemnify us, our officers, employees, agents and customers (“Indemnified Persons”) against all losses, costs (including reasonable legal costs), damages, claims, expenses and liability threatened, suffered or incurred (“Indemnified Losses”)in connection with: (a) any breach of the terms of an Order or these Standard Terms; (b) any Products you supply; (c) a claim by any third party that the Products infringe their intellectual property rights; and (d) any negligent or wrongful act or omission by you, your employees, agents or contractors.
      • You release the Indemnified Persons from any Indemnified Losses which you (or any person claiming under you) may or does suffer or incur in connection with (a) anything which you or your employees, agents or contractors do, cause or contribute to, (b) anything we are entitled to under the terms of any Order or these Standard Terms.
      • The indemnity and the release contained in this clause 10 are reduced by the extent to which we have caused or contributed to a relevant Indemnified Loss.
    10. Insurance
      • You must effect and maintain appropriate insurance policies for products liability and other insurances required by law, taking into account the Products and the goods and / or services you generally supply. You must provide us with proof of your insurance upon request.
    11. Subcontracting
      • You must not subcontract the whole or any part of your obligations under any Order or these Standard Terms without our prior written approval, which we may grant or withhold at our sole discretion. Regardless of any consent we give, you will remain principally liable for the performance of this contract and the acts and omissions of any subcontractor.
    12. Termination
      • In addition to our other rights, we may terminate any Order where: (a) you fail to supply Products by the date specified for delivery in any Order; (b) you breach any term of an Order or these Standard Terms; or (c) you become or threaten to become insolvent or bankrupt or enter into a compromise or arrangement with creditors or any form of external administration.
    13. Miscellaneous
      • The terms of any Order or these Standard Terms may only be varied with our written agreement. Any other purported variation is void and of no effect.
      • You may not assign any rights or obligations under any Order or these Standard Terms without our prior written consent which we may grant or withhold at our sole discretion.
      • These Standard Terms plus our Order constitute the entire agreement between us and you in relation to its subject matter.
      • The parties are independent contractors. No relationship of employment, agency, partnership or joint venture is created (nor is it intended to be created) by us placing an Order with you or otherwise by these Standard Terms.
      • Our delay or failure to exercise a right under the terms of any Order or these Standard Terms is not a waiver of that right or any other rights. Our waiver or consent of a breach of by you is not a consent to any subsequent breach.
      • If a provision of these Standard Terms is unenforceable for any reason, it shall be read down to the point of severance. These Standard Terms must not be construed to our disadvantage merely because we prepared them.
      • The terms of any Order and these Standard Terms are governed by the laws of Queensland, Australia. You submit to the jurisdiction of the courts and waive any right to claim that those courts are inconvenient forums.
    14. Definitions and interpretation
      In these Standard Terms:

      • The singular includes the plural and vice versa.
      • A person includes a firm, body corporate, unincorporated association or authority and reference to a person includes their executors, administrators, successors, substitutes and assigns.
      • ‘Including’ and similar expressions are not words of limitation.
      • ‘Goods’ means goods set out in our Order.
      • ‘Products’ means goods and / or services and includes any deliverable resulting from a service.
      • ‘Services’ means services set out in our Order.
      • ‘Us’, ‘we’ or ‘our’ means Mulpha Signal Group.
      • ‘You’ or your’ means the supplier of Products as specified in our Order
      • ‘End user’ means the final user (company, contact, representative) of the ordered product or service (which will, in most cases, be Our customer).

 

Contact Us Today
Order Now
Call us and get it done
When you hire us, you know you're getting highly qualified professionals who have the expertise and experience to make sure your project is done properly
and functions.
Get A Quote