Terms and Conditions -
Purchase of Goods & Services

​1. General

These conditions apply to the purchase of goods and associated services (“Goods”) by Adarsh Australia Pty Ltd (“Adarsh”) from the seller (“Supplier”). This includes equipment, components, materials, documentation, and related work as defined in the purchase order or agreement (“Contract”).

 

2. Contract Formation

The Contract is formed when Adarsh issues a purchase order and the Supplier accepts it without amendment. Any deviations must be agreed upon in writing. These terms override any Supplier terms unless expressly accepted in writing by Adarsh.

 

3. Scope of Work

The Goods must comply with the specifications in the Contract. Any tools or moulds paid for by Adarsh become its property and may only be used for fulfilling Adarsh orders. Supplier must review and raise concerns on any documentation or information provided by Adarsh prior to commencing supply.

 

4. Variations

Adarsh may request reasonable changes to the scope. Minor modifications must be made at no cost. Any other changes must be agreed in writing prior to implementation.

 

5. Price and Payment Terms

Prices are fixed unless otherwise agreed and include all duties, levies, and charges excluding GST. GST must be clearly stated on all invoices. Standard payment terms are 30 days from receipt of a valid tax invoice, unless otherwise agreed. Adarsh may withhold payment for disputed items until resolved.

 

6. Bank Guarantees (if applicable)

Where advance payments or warranties are involved, Supplier may be required to provide an unconditional bank guarantee from an Australian financial institution acceptable to Adarsh.

 

7. Inspection and Acceptance

Goods will be inspected upon use or integration. Acceptance only occurs upon written confirmation or use in operations. All associated testing costs are borne by the Supplier unless otherwise agreed.

 

8. Quality Assurance

Supplier must ensure the Goods comply with applicable Australian laws, standards, and the Contract. Adarsh may inspect the Supplier’s site and documentation at reasonable times.

 

9. Documentation Review

Supplier must promptly correct and resubmit any incomplete or defective documents. Production must not start until documentation is approved by Adarsh.

 

10. Delivery

Goods must be delivered per the Contract schedule. Title transfers upon delivery. Unless otherwise stated, delivery is FOB (point of manufacture). Early or partial delivery requires written consent.

 

11. Export Controls

Supplier must provide classification details for the Goods and comply with all Australian export regulations. No goods should be subject to international sanctions or restrictions without prior notice.

 

12. Delays

Adarsh may claim liquidated damages for late delivery (up to 25% of contract value) and reserves the right to cancel for excessive delay that impact Adarsh’s production and/or business commitments.

 

13. Suspension

Adarsh may suspend the order at any time. Supplier will be compensated for reasonable direct costs only if production has commenced and such costs are unavoidable.

 

14. Termination for Convenience

Adarsh may terminate the Contract in part or full with written notice. Supplier will be reimbursed for reasonable direct costs incurred up to the termination date.

 

15. Warranty

Supplier warrants the Goods for 24 months from delivery. Faulty items must be repaired or replaced promptly at the Supplier’s cost. Replacement parts restart the warranty period.

 

16. Intellectual Property

Adarsh retains all intellectual property rights. Supplier may use such rights only to fulfill the Contract. Any IP developed during fulfilment becomes the property of Adarsh.

 

17. Indemnity

Supplier shall indemnify Adarsh against claims that the Goods infringe third-party intellectual property rights, excluding where due to Adarsh’s own specifications.

 

18. Confidentiality

All information shared by Adarsh is confidential and must only be used to fulfill the Contract. These obligations continue for 5 years after Contract termination.

 

19. Force Majeure

Neither party is liable for delays due to unforeseeable events beyond their control. Affected parties must notify the other promptly.

 

20. Health, Safety and Environment

Supplier must comply with all relevant Australian HSE laws and ensure their subcontractors do the same.

 

21. Compliance

Supplier must comply with Australian laws including anti-bribery, data privacy, and labour laws. Supplier shall not use forced or child labour.

 

22. Termination

Adarsh may terminate the Contract immediately if the Supplier breaches material terms, becomes insolvent, or is involved in unethical conduct.

 

23. Trade Sanctions

Supplier warrants they are not subject to Australian or international trade sanctions that would affect their ability to perform under the Contract.

 

24. Limitation of Liability

Neither party is liable for indirect or consequential damages. Supplier must maintain public liability and professional indemnity insurance of at least AUD 10 million and AUD 2 million respectively.

 

25. Permits

Supplier is responsible for obtaining all relevant Australian licenses and permits for the Goods.

 

26. Assignment

The Contract may not be assigned without written consent. Adarsh may assign within its corporate group.

 

27. Governing Law and Disputes

This Contract is governed by the laws of Western Australia. Disputes will be resolved by arbitration in Perth under the Resolution Institute’s Arbitration Rules. The language of arbitration shall be English.

 

28. Subcontracting

Supplier must not subcontract without written consent. Supplier remains fully liable for all subcontracted work.

 

29. Entire Agreement

This document constitutes the entire agreement and supersedes all prior discussions. Amendments must be in writing. If any provision is invalid, the remainder shall remain in force.

 

30. Publicity

Supplier may not use Adarsh’s name or logo in marketing without prior written approval.