Purchase order payment terms and conditions
These general terms and conditions apply to all purchase orders (Purchase Orders) for goods (Goods) and/or services (Services) issued by Airways Corporation of New Zealand Limited (Airways) unless governed by an existing Airways or Supplier contract.
- Acceptance of Purchase Order and Terms
a) A Purchase Order is an offer by Airways that is deemed to be accepted upon the supplier specified in the Purchase Order (Supplier) confirming its acceptance of the Purchase Order and/or providing the Goods or Services to which the Purchase Order relates.
b) Any goods or services requested on behalf of Airways without a Purchase Order must not be supplied by the Supplier. Airways can withdraw the Purchase Order at any time prior to acceptance by the Supplier.
c) Each Purchase Order placed by Airways and accepted by the Supplier will constitute a separate agreement between Airways and the Supplier.
d) These terms and conditions and the Purchase Order constitute the entire agreement between the parties for the provision of the Goods and Services set out in the Purchase Order by the Supplier to the exclusion of any provisions in any document or communications or prior agreement between the parties (Agreement). - Goods and Services
a) If the Purchase Order includes the provision of Goods then the following provisions will apply:
i) the Goods shall be supplied strictly in accordance with the specifications and other special requirements stipulated on the Purchase Order. No deviation is permitted without agreement in writing from Airways;
ii) Airways reserves the right at any time to inspect the materials to be used in the manufacture of the Goods and/or the finished Goods but inspection shall not relieve the Supplier of any obligations under the Purchase Order. The Supplier shall facilitate inspection or testing when required; and
iii) all Goods must be adequately packaged to prevent deterioration or damage whilst in transit.
b) If the Purchase Order includes the provision of Services then the following provisions will apply:
i) Airways will provide the Supplier with such access to Airways’ premises or other locations as Airways considers appropriate to enable the Supplier to supply the Services. The Supplier will ensure its agents/employees operate only in authorised areas, and comply at all times with policies, security rules and with any directions issued by Airways;
ii) the Supplier will provide competent qualified personnel to carry out the Services. The Supplier will, at its own expense, replace any member of the Supplier's staff Airways reasonably objects to; and
iii) the Supplier will comply (and will ensure its agents/employees comply) with all statutes, regulations, rules and any other requirements, in supplying the Services, including the Health and Safety at Work Act 2015, and all airport bylaws and rules. - Delivery terms and acceptance
a) The Supplier shall provide the Goods and Services within the timeframe(s) stipulated for delivery as set out in the Purchase Order. Should any delay occur, the Supplier shall give Airways due notice, in writing, immediately when such delays are foreseen and will make all reasonable efforts to provide the Goods or Services as close as possible to the original delivery date. Airways reserves the right to terminate the Agreement if the Goods or Services are not delivered within the agreed timeframe(s).
b) Goods will not be deemed to have been accepted by Airways until they have been inspected by an authorised employee or representative
c) Airways reserves the right to reject any Goods, even after they have been accepted, that are
i) of inferior quality;
ii) contrary to the specifications required for the Goods, or contrary to the specifications in the Purchase Order; or
iii) in an unsatisfactory condition or not functioning in the way they are designed to function.
d) For any such rejected Goods, or where the Services are found to be defective or otherwise not in compliance with the Agreement, the Supplier, with agreement from Airways, shall at its own risk and expense:
i) repair or replace the Goods;
ii) reperform and/or remedy the Services;
iii) reimburse Airways for any loss of function attributable to the defects and faults; and/or
iv) remove the Goods or the products of the Service, and reimburse Airways in full any payments made by Airways in respect of the defective and faulty Goods or Services.
e) Clauses 3c) and 3d) do not limit or negate any rights or remedies that Airways may have in law.
f) Title in the Goods will transfer to Airways on the earlier of delivery or any payment by Airways for the Goods. Risk in the Goods will transfer to Airways on completion of delivery of the Goods to Airways
g) Airways will not issue a receipt for materials unless the Goods are accompanied by a packing slip and a receipt is requested in writing. Original packing slips must be forwarded with each delivery. All packing slips are to have the Purchase Order number recorded on it and a packing slip is to accompany all Goods delivered. - Price, Invoicing and Payment
a) Unless otherwise agreed in writing, the price stated in the Purchase Order is in New Zealand dollars exclusive of any GST and any duty, but is otherwise inclusive of freight, insurance and any other charges or taxes.
b) The Supplier shall pay:
i) all duties, taxes, fees or levies imposed in New Zealand or elsewhere, and all costs, fees charges and expenses in obtaining any permits or approvals, in connection with the Supplier’s performance of or any other matter arising out of the Agreement (other than New Zealand GST which shall be payable by Airways); and
ii) any delivery, packing or storing charges, including any customs or import duties payable in relation to the Goods.
c) All invoices must have the Purchase Order number recorded otherwise invoices will not be processed for payment. Invoices must be forwarded directly to Accounts Payable, Airways Corporation of New Zealand, PO Box 53093 Auckland 2150, New Zealand or emailed to awhap@airways.co.nz.
d) For New Zealand suppliers:
i) payments are made on 20th of the month after the invoice date. If the 20th falls on a weekend or a public holiday, payments will be processed on the next business day.
ii) payment will be made to a bank account nominated by the Supplier at the time of set up as an Airways’ Supplier. If the Supplier wishes to change the nominated bank account they must notify Airways in writing of the change and provide a copy of their bank deposit slip from the bank, or bank-generated proof of their bank account number. Airways will not be liable for payments made in good faith to a bank account that is no longer correct where no proper notice of change has been given. For the avoidance of doubt, bank account, address and contact details shown on the invoice will not be regarded as proper notice to Airways for the purposes of this clause.
e) For overseas suppliers:
i) the parties will agree as to an appropriate method of payment on a case by case basis.
ii) if payment is to be made into an overseas bank account, all invoices must include all the bank account details to which payment is to be credited. Airways will apply all effort to make payment by the due date, however there may be from time to time delays in the international banking system.
f) Alternative payment terms may be made with the written agreement of the parties.
g) Remittance advice advising suppliers of payments will only be delivered by email, to the email address advised at the time of the Supplier initial setup, or as subsequently advised by the Supplier.
h) The Supplier will be liable for any bank fees deducted by their bank (if any) in respect of payment of the invoice by Airways unless prior arrangement is made with Airways. - Intellectual Property
a) Airways must be informed if anything used to deliver the Goods or Services belongs to any third party. The Supplier must ensure that Airways has all the necessary rights and documentation to enjoy the full benefits of the Goods or Services.
b) The Supplier warrants that Airways’ ownership, possession, use, and modification of any Goods supplied will not infringe any third party rights.
c) If any new intellectual property is developed during, or as the purpose of, any delivery of Goods or Services, it will belong to Airways and will vest in Airways immediately upon creation. If requested by Airways, the Supplier will freely waive any rights and transfer every relevant proprietary interest or right to Airways or its nominee. - Insurance and Indemnity
a) Whilst providing Goods or Services, the Supplier must maintain at the Supplier’s own expense, public liability and professional indemnity insurance on usual terms with a reputable insurer and at a suitable level for the business being conducted.
b) The Supplier shall fully protect and indemnify Airways from and against any direct, indirect or consequential losses, liability, damages, actions, proceedings, claims, demands, costs and expenses (including legal and solicitor/client costs) incurred directly or indirectly in connection with or arising out of the Goods or Service, or the Supplier’s failure to comply with its obligations under the Agreement or by acts of omission by the Supplier’s staff or any person for whom the Supplier is responsible.
- Warranties
a) The Supplier warrants:
i) that the Goods are designed, manufactured, delivered and operate in compliance with all applicable user requirements, specifications and standards;
ii) that the Goods are new and unused on delivery and are free from any defects;
iii) that the Services are supplied to Airways using all diligence, care and skill and using sufficient appropriately trained, qualified, experienced and supervised persons;
iv) that the Goods and Services satisfy the requirements of Airways and are fit for the purpose intended by Airways;
v) that the Goods comply with all health and safety standards, applicable policies and any other standard required by Airways;
vi) that it has the right to sell the Goods and the Goods will be free of any security interest;
vii) it will comply (and will ensure its agents/employees comply) with all statutes, regulations, rules and any other requirements in supplying the Goods and Services; and
viii) that it has all necessary permits, licenses or consents to supply the Goods and Services.
b) If not specified, the Supplier’s warranty and guarantees to Airways for any Goods or Services will be for the greater of at least 12 months or the warranty period generally available to the Supplier’s customers.
c) Each warranty is to cover any defective labour, materials and performance. The Supplier will, to the extent possible, pass on to Airways the benefit of any warranty or guarantee received from any other person in respect of the Goods or Services supplied, so that Airways may have recourse against those persons. - Confidentiality and Publicity
a) The Supplier will keep confidential and secure, and not misuse, any information of Airways that would reasonably be expected to be proprietary, commercially sensitive or confidential. Disclosure and use of such information by the Supplier is allowed to the extent required by law or to the extent necessary to provide the Goods or Services.
b) The Supplier will stop using and return to Airways any Airways’ property and information if requested by Airways
c) The Supplier shall not use its relationship with Airways for means of publicity in any form without the express permission of Airways. - Termination
a) Airways may at any time give written notice to the Supplier to terminate the Agreement and in such event Airways shall arrange to have paid, and the Supplier shall accept in settlement of all claims under the Agreement, such a sum as shall compensate the Supplier for the reasonable costs directly associated with the any part performance of the Supplier under the Purchase Order prior to the date of the notice of termination (if any). The value of any payments already made by Airways in relation to the cancelled Purchase Order shall be taken into account in calculating the amount of compensation payable under this clause.
b) The Agreement (including any unperformed obligations of the Supplier) may be terminated by Airways’ written notice to the Supplier that no further Goods and Services will be supplied due to the:
i) Supplier’s default under the Agreement, including any late delivery of Goods or Services as set out in clause 3a); or
ii) Supplier becoming insolvent, or being subject to the appointment of a receiver, manager, or committing an act of bankruptcy, or making a scheme of arrangement with its creditors, or being unlikely to be able to meet its obligations to Airways (in the opinion of Airways).
c) On termination of the Agreement:
i) subject to clause 9a), no penalties or cancellation charges shall be payable by Airways for any termination of the Agreement; and
ii) each party shall promptly return all property belonging to the other party. Termination of the Agreement shall be without prejudice to any rights of the parties arising out of any default which occurs before the termination. - General
a) The Agreement is governed by and construed in accordance with the laws of New Zealand.
b) The Supplier shall not assign the Agreement or any part thereof. Notwithstanding consent by Airways no sub-
contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Agreement.
c) The parties agree that nothing within the Agreement will create any relationship of employment, agency, partnership or joint venture between Airways and the Supplier.
d) Airways is subject to the Public Records Act 2005 and any mandatory standards issued under that Act (collectively, the PRA). If any records which the Supplier creates and/or holds in relation to this Purchase Order are “public records” under the PRA, the Supplier agrees to treat those records in a compliant manner and not cause Airways to breach its obligations under the PRA (including for document disposal or retention). If the relevant details are not notified by Airways the Supplier will refer to the PRA and/or other public sources.