Terms and conditions: purchase orders

Australian Red Cross invoicing requirements

Please refer to the following page to ensure your document will comply with Australian Red Cross Society key requirements.

All delivery dockets and invoices must include the purchase order number.

Please ensure you address the document to the full and correct legal Australian Red Cross entity name as it appears in the top left of this purchase order: Australian Red Cross Society.

All invoices, statements and credit notes (the document) must be submitted by email to invoices@redcross.org.au. Do not mail hard copies. All other correspondence can be emailed to apqueries@redcross.org.au.

The Supplier agrees that the terms and conditions set out below as Australian Red Cross - Standard Terms and Conditions of Purchase apply. No changes to this Purchase Order are binding on either party unless agreed in writing by the authorised representative of each party.

Document requirement guidelines to avoid rejections of your document

Australian Red Cross Society has recently implemented an invoice automation system. To ensure it can process your document efficiently, you must adhere to the following requirements to avoid delays or, in some cases, rejection of your documents.

Who to address or charge your document to

Every invoice, statement or credit note must be addressed to our correct entity. Can you please update your current records/system following the format provided below. Do not include other entities or names. Do not use the delivery address.

Australian Red Cross Society
Accounts Payable Department
GPO Box 9949
Melbourne VIC 3001

Purchase Order Number must be on the document

Please ensure the purchase order number is printed clearly on your document. Ensure the full sequence "PO" plus the following 8 digits are noted. Attaching or scanning your purchase order alongside your invoice is no longer acceptable.

Preferred Format Example: Purchase Order Number: POXXXXXXXX e.g. PO00022586

Is your ABN Valid?

Please ensure the ABN noted on your document is valid and clearly linked to the business entity you are invoicing us from. If your invoice includes a GST charge please ensure your business entity is registered to charge GST.

Failing to provide a valid ABN means that Australian Red Cross Society will:

• withhold 47% of the total payment in accordance with otherwise payable to the supplier or contractor and remit that amount to the Australian Taxation Office (ATO); and
• Report the withheld amount through our Business Activity Statement (BAS).

The requirement to withhold does not apply in circumstances where one or more of the following exemptions is satisfied and you complete a "Statement by a supplier (reason for not quoting an ABN)" form from the ATO:

• The supplier or contractor is under the age of 18 years and earns less than AUD $350 per week;
• The payment is made wholly for private or domestic services (for example, engaging an individual to perform lawn mowing at a private residence);
• The total payment does not exceed AUD $75 (exclusive of Goods and Services Tax); or
• The supplier or contractor is not carrying on an enterprise (for example, the activity is a one-off hobby and not a commercial undertaking).

Where to email your document

Send invoices, credit notes and statements in PDF format to invoices@redcross.org.au

For everything else, including queries, change of details or simply to contact the Accounts Payable Department, email apqueries@redcross.org.au

Australian Red Cross - Standard Terms and Conditions of Purchase

1 GENERAL

1.1 The Supplier and Australian Red Cross agree that these standard terms and conditions of purchase will apply to the purchase or supply of any Goods and/or Services from the Supplier to Australian Red Cross where the amount payable for those goods and/or Services is in Australian dollars, unless a written agreement signed by each party already exists which covers the supply and purchase, in which case that written agreement will apply. The documents listed in the definition of "Agreement" will take precedence in the order in which they are listed, in the event of inconsistency.

1.2 The Agreement supersedes any terms and conditions the Supplier may provide to Australian Red Cross, as part of an invoice or in any other way in connection with the purchase of the Goods and/or Services by Australian Red Cross.

1.3 The Agreement is governed by the laws of the State of Victoria and each party submits to the jurisdiction of the courts of that State.

1.4 The Agreement cannot be varied except in writing signed by both parties.

2 ORDER

2.1 The Supplier must provide the Goods and/or Services in accordance with the Agreement, in consideration of payment of the Price by Australian Red Cross.

3 DELIVERY

3.1 Unless otherwise specified in the Purchase Order, the Supplier must Deliver the Goods no later than 30 days after the date of issue of the Purchase Order, and commence supplying the Services on the date specified in the Purchase Order or on a date otherwise agreed between Australian Red Cross and the Supplier.

3.2 The Supplier must Deliver the Goods specified in the Purchase Order and must not substitute those Goods without the prior written consent of Australian Red Cross.

4 SUBCONTRACTING, ASSIGNMENT OR DELEGATION

4.1 The Supplier may only subcontract, delegate or assign the performance of any of its obligations under the Agreement with Australian Red Cross' prior written consent, which will not be unreasonably withheld.

4.2 The Supplier remains responsible for all acts and omissions of its subcontractors as if they were those of the Supplier.

5 PRICE, PAYMENT AND GST

5.1 The Price is inclusive of, and the Supplier must pay and bear, all Incidental Costs other than those specified in the Purchase Order as payable by Australian Red Cross.

5.2 The Price is fixed regardless of changes in exchange rates or other costs.

5.3 The Supplier will, after Delivery, issue an invoice for the Price.

5.4 The Supplier must, in its invoice, separately itemise the Goods and/or Services the invoice relates to, and the price for each and any other amounts payable under clause 5.1.

5.5 Australian Red Cross will (except to the extent that the invoice is in dispute) pay the Supplier's invoice within 30 days from the date the invoice is received by electronic funds transfer.

5.6 Subject to first receiving a Tax Invoice (as defined in the GST Act), where GST is imposed on any supply made under the Agreement by the Supplier to Australian Red Cross, Australian Red Cross must pay the Supplier (at the same time as it pays or provides the GST-exclusive consideration) an amount calculated by multiplying the value of the GST-exclusive consideration by the prevailing GST rate. Where GST is imposed on a supply, no part of the Price is payable until a Tax Invoice has been received.

6 TITLE AND RISK

6.1 In respect of Goods, title to those Goods, free of encumbrances, passes to Australian Red Cross on Delivery of those Goods or the date that Australian Red Cross provides payment for the Goods, whichever is earlier. Risk in the goods remains with the Supplier until Delivery of the Goods.

7 TIME OF THE ESSENCE AND LIABILITY FOR DELAY

7.1 The Supplier acknowledges that time is of the essence in Delivery of the Goods.

7.2 If Delivery is delayed for more than 14 days and the delay is not caused by Australian Red Cross, then Australian Red Cross may, acting reasonably, terminate the Agreement with immediate effect by notifying the Supplier, with no obligation to make any further payments to the Supplier.

7.3 The Supplier must notify Australian Red Cross of any delay in Delivery. If a delay is caused by Australian Red Cross and the Supplier has notified Australian Red Cross of the delay and the reasons for it and otherwise complied with its obligations under this Agreement, Australian Red Cross will, by written notice, grant the Supplier an extension of the date for Delivery to overcome the effect of the delay.

8 SUPPLY REJECTION, TERMINATION OF AGREEMENT

8.1 Proof of Delivery of the Goods to Australian Red Cross is not proof of acceptance of those Goods.

8.2 If Australian Red Cross finds that the Goods do not conform to the requirements of the Agreement or are otherwise defective, within 30 days of Delivery, Australian Red Cross may reject the defective Goods or accept the defective Goods at a reduced Price agreed with the Supplier.

8.3 For those Supplies that are Services, Australian Red Cross will within a reasonable time after delivery of any Deliverable test the Deliverables. If Australian Red Cross finds that the Deliverable does not conform to the requirements of the Agreement or is otherwise defective, Australian Red Cross may reject the defective Deliverable or accept the defective Deliverable at a reduced Price agreed with the Supplier.

8.4 If Australian Red Cross rejects the Goods and/or Services in accordance with the Agreement or terminates the Agreement:

• at Australian Red Cross' election by notice to the Supplier, the Supplier will:
  • immediately credit or refund to Australian Red Cross the total of all amounts paid by Australian Red Cross, or,
  • at no extra cost to Australian Red Cross, Deliver replacement Goods or rectify any defective Deliverable, within 14 days of receiving notice of Australian Red Cross' election; and
• the Supplier will accept return, at its cost, of any Goods or any Deliverables that have already been Delivered to Australian Red Cross.

8.5 If, during the Warranty Period, Australian Red Cross discovers a breach of the warranty in clause 9.1(a), Australian Red Cross may notify the Supplier and the Supplier must then repair or replace the defective Goods and/or Services within 30 days of the notification. If the Supplier fails to repair or replace the defective Goods and/or Services as required by this clause, the Supplier must reimburse Australian Red Cross for any expenses or costs incurred by Australian Red Cross in repairing or replacing the defective Goods and/or Services. Any repairs or replacement will be subject to the same warranty as the original Goods and/or Services, with the Warranty Period beginning on the date the repairs or replacements are Delivered to Australian Red Cross. The remedies in this clause do not exclude any other remedies provided by law.

9 WARRANTIES

9.1 The Supplier warrants that:

• all Goods and/or Services will, and will continue during the Warranty Period, accord with the relevant Specifications for that supply;
• all Goods are and will be free from defects in design, materials, workmanship and installation and comply with any relevant Standards Australia standard and any other standard specified in the Agreement;
• all Goods are of good and merchantable quality and fit for their purpose and use and correspond with any sample provided to Australian Red Cross; and
• all Goods are new and not previously used by any person (unless otherwise agreed in writing by Australian Red Cross);
• all Services will be Delivered in accordance with any relevant and applicable Specifications and with due care and skill, by competent and trained personnel.

9.2 The Supplier warrants that in supplying the Goods and/or Services the Supplier will comply with all laws including all laws relating to heritage, privacy, telecommunications, quality, protection of the environment and health and safety.

9.3 The Supplier warrants that:

• the Supplier complies with all Australian Modern Slavery Laws (meaning any Australian statute or regulation relating to Modern Slavery) and Foreign Modern Slavery Laws (meaning any statute or regulation of any foreign jurisdiction, including international conventions, relating to Modern Slavery) applying to the Supplier in any location in which the Supplier operates;
• the Supplier use best endeavours to ensure that there is no Modern Slavery (including, but not limited to, conduct which is defined as 'modern slavery' under section 4 of the Modern Slavery Act 2018 (Cth)) in the Supplier's supply chain or operations; and
• in the event that the Supplier identifies any material risk of Modern Slavery in its supply chain or operations, the Supplier will notify Us within five (5) business days of having identified that material risk.

9.4 This clause 9 applies:

• notwithstanding anything to the contrary in any documentation accompanying, or provided by the Supplier in connection with the Supplies;
• after termination or completion of the Agreement.

10 INDEMNITIES AND INSURANCE

10.1 The Supplier indemnifies Australian Red Cross and the officers, agents and employees of Australian Red Cross against all costs and claims arising out of any negligent or unlawful act of the Supplier or its directors, officers, agents or employees relating to the Agreement.

10.2 Each party must at its cost maintain, and on request produce evidence of currency of, the following insurance on an occurrence basis:

• public and product liability insurance with a minimum coverage of $5 million for each occurrence of bodily injury and property damage; and
• workers' compensation and comprehensive motor vehicle insurance to at least the minimum level of coverage as required by law.

11 AUSTRALIAN RED CROSS POLICIES

11.1 The Supplier must comply with the Australian Red Cross Supplier Code of Conduct and any policies and procedures attached to the Purchase Order or that Australian Red Cross has notified the Supplier before the Purchase Order was issued.

12 NO USE OF RED CROSS EMBLEM OR AUSTRALIAN RED CROSS LOGO

12.1 The Supplier acknowledges that it must never use the Red Cross emblem. The Australian Red Cross logo may only be used with the prior written consent of the Federal Minister for Defence. Any unauthorised use of the Red Cross emblem or Australian Red Cross logo is a criminal offence under Australian law. No consent is given under this Agreement to the use of the Australian Red Cross logo by the Supplier on its website or promotional materials.

13 INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION

13.1 The Supplier warrants that the Goods and/or Services, and Australian Red Cross' use of them, will not infringe any intellectual property right or moral rights of any person. The Supplier indemnifies Australian Red Cross against all loss or liability suffered in connection with a breach of this warranty.

13.2 The Supplier grants Australian Red Cross an irrevocable, perpetual and royalty-free licence (including a right to sub-licence) of all intellectual property rights in the Goods and/or Services necessary to enable Red Cross to use, modify, maintain and repair, and enjoy the benefit of the Goods and/or Services.

13.3 The Supplier must ensure that its officers, employees, contractors and agents keep confidential all Australian Red Cross information they receive in relation to the Agreement, and not use or disclose that information except if the information is in the public domain, or if compelled by law, or to fulfil its obligations under the Agreement.

14 EARLY TERMINATION FOR CONVENIENCE

14.1 Australian Red Cross may terminate the Agreement by giving 14 days' notice, in which event Australian Red Cross will be liable to pay only for Goods and/or Services Delivered up to the date on which termination takes effect. On termination, the Supplier must deliver to Red Cross all Goods and/or Services for which Australian Red Cross is liable to pay.

15 SMALL BUSINESS TERMS AND CONDITIONS

If this agreement is a small business contract under the unfair contract terms regime in Australia when it is made, then the following changes to the above terms apply:

• Delivery – right to terminate for delay (7.2): The following is added to the end of clause 7.2: 'Australian Red Cross is obliged to pay fair compensation considering all the circumstances'.
• Indemnities (10.1): The following is added to the end of clause 10.1: 'Australian Red Cross indemnifies the Supplier and the officers, agents and employees of the Supplier against all costs and claims arising out of any negligent or unlawful act of Red Cross or its directors, officers, agents or employees relating to the Agreement'.
• Early termination for convenience (14.1): the wording at clause 14.1 is deleted and replaced with the following: 'Either party may terminate the Agreement by giving 60 days' notice, in which event Australian Red Cross will be liable to pay only for Goods and/or Services Delivered up to the date on which termination takes effect. On termination, the Supplier must Deliver to Red Cross all Goods and/or Services for which Red Cross is liable to pay'.

16 DEFINITIONS

Agreement means the agreement between the Supplier and Australian Red Cross consisting of:

• the Purchase Order;
• these standard terms and conditions of purchase; and
• the relevant Specifications for the Goods and/or Services ordered in the Purchase Order.

Deliver means the delivering of the Goods to the Destination or the providing the Services.

Delivery means delivery of Goods to the Destination or provision of Services.

Deliverable means any Material or any other item delivered or required to be delivered to Australian Red Cross under this Agreement.

Destination means the address specified for delivery of the Goods and/or Services in the Purchase Order.

Goods means the goods specified in a Purchase Order.

GST means a goods and services tax payable under the GST Act, which means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Incidental Costs means, in relation to the Goods and/or Services, costs incurred by the Supplier in supply and Delivery of those Goods and/or Services, including without limitation freight, customs duties and taxes.

Material means material in whatever form, including documents, reports, information and data, supplied by the Supplier to Australian Red Cross in connection with the provision of any Good and/or Service under the Agreement.

Price means the amount in Australian dollars specified as the price for the Goods and/or Services in the Purchase Order.

Purchase Order means the order from Australian Red Cross for the Goods and/or Services.

Red Cross means Australian Red Cross Society (ABN 50 169 561 394).

Services means the services provided or to be provided by Supplier under a Purchase Order.

Specifications means the Supplier's samples, published descriptions of and technical specifications for the Goods and/or Services and any other specifications, including without limitation the purposes, requirements and service levels stated in the Purchase Order for the Goods and/or Services, any governmental regulations and standards applicable to the them, and any other standards specified in the Purchase Order.

Supplier means the party specified in the Purchase Order as the Supplier.

Warranty Period means the period of 24 months commencing on the Delivery of the Supplies, unless otherwise specified in the Purchase Order.