Vendor Terms & Conditions

CONDITIONS OF PURCHASE ("CONDITIONS")

1 DEFINITIONS
In these Conditions and all documents relating to the order "Buyer" means Carnival plc trading in the name of the cruise brand(s) named in the relevant Order; "Goods" means the articles, products and materials to be provided by the Supplier, "Services" means the services to be performed by the Supplier, "Supplier" means the person, firm or company with whom the order is placed; "Order" means the Buyer's order and any amendment thereto; and "Article(s)" means all Goods and/or Services described in the Order; "Specification" means the Buyer's technical specification or requirements for the Articles.

2 ACKNOWLEDGEMENT AND ACCEPTANCE
These Conditions prevail over any other terms and conditions, which may be contained in the Supplier's quotation, catalogue, price list, order, acknowledgement or any other document or correspondence of the Supplier. These Conditions shall apply exclusively to each Order unless otherwise agreed in writing and except to the extent that they may be inconsistent with any special conditions incorporated in the Order. The Order number shall be quoted in all correspondence relating to the Order. Any Order made by the Buyer constitutes an offer, subject to these Conditions, to purchase the Articles. The Supplier is deemed to accept an Order when it acts on it, and the despatch or delivery of the Goods and/or the provision of the Services will be deemed conclusive evidence of the Supplier's acceptance of these Conditions. Any proposal by the Supplier to change the Conditions is rejected and shall not be effective unless agreed in writing by an authorised officer of the Buyer.

3 CONFORMITY WITH ORDER
The Articles shall conform to these Conditions, the relevant Order and Specification and any other requirements as notified to the Supplier. It is a requirement of each Order that Goods bearing "Use By" and/or "Best Before" dates are either supplied from the Supplier's stock with the longest remaining shelf life or are bought in / manufactured by the Supplier to provide the longest possible shelf life for the Buyer. Any Specification supplied by the Buyer to the Supplier, or specifically produced by the Supplier for the Buyer in connection with the Order, together with the copyright, design rights or any other intellectual property rights in the Specification, will be the exclusive property of the Buyer.

4 PRICE
The price of the Articles is that stated in the Order ("the Price"). Unless otherwise stated in the Order, Prices shall be fixed and firm and inclusive of all levies, taxes, duties, packing and delivery of the Articles to their destination specified in the Order. The Prices shown on each Order are complete, and no additional charges of any kind shall be added without the Buyers express written consent.

5 DELIVERY
The delivery dates shown on the face of the Order are critical to the Buyer's schedules.

TIME THEREFORE IS OF THE ESSENCE, AND THE SUPPLIER SHALL BE RESPONSIBLE FOR ALL EXPENSES, COSTS, DIRECT LOSSES AND DAMAGES OF ANY KIND INCURRED OR SUFFERED BY THE BUYER AND BY THE ULTIMATE BUYERS AND USERS CAUSED BY ANY DELAY OF THE SUPPLIER, REGARDLESS OF CAUSE, BEYOND THE SCHEDULED DELIVERY DATES. Articles shall be delivered in the quantities and on the dates or within the periods specified in the Order to the place(s) named therein. Goods shall be properly packed and secured in such manner as to reach their destination so that upon arrival they conform in all respects with the Order. Risk in the Goods shall pass to the Buyer on delivery. Title to the Goods shall pass to the Buyer on the earlier of payment, appropriation of the Goods to the Order or delivery and acceptance by the Buyer. Transfer of such title and risk shall not in any way prejudice the Buyer's rights of rejection hereunder. If any or all of the Articles are not delivered on the date(s) or in the quantities specified in the relevant Order, the Buyer shall be entitled to accept or reject (in whole or in part) any such Articles and, in the case of Goods, return rejected Goods at the Supplier's risk and expense without prejudice to any other of its rights. The Buyer shall also be entitled to recover from the Supplier any monies paid by the Buyer in respect of such returned Goods together with any additional expenditure reasonably incurred by the Buyer in obtaining other Goods in replacement. Where appropriate, Goods delivered shall be accompanied by a Material Safety Data Sheet. The Supplier shall be responsible for obtaining proof of delivery of the Articles from the authorised representative of the Buyer.

6 INVOICING AND PAYMENT
Unless agreed in writing to the contrary by an authorised officer of the Buyer, payment against each proper invoice submitted by the Supplier for Articles delivered and accepted will be made within 30 days of the date of receipt of such invoice ("the Payment Period"). The Supplier shall not issue any invoice to the Buyer before delivery of the Articles unless otherwise agreed by the parties in writing. All invoices must detail the relevant Order number and description of Articles as shown in the Order. Shipping charges and taxes, or any other additional charges for which the Buyer has agreed to pay, and for which it has not furnished an exemption certificate, shall be itemised separately on the invoice. Invoices must be sent to the Buyer in accordance with the Buyer's invoicing policy, a copy of which is available on request.

7 GST
Terms used in this clause have the same meaning as those defined in the A New Tax System (Goods and Services Tax) Act 1999 ("GST Act") unless provided otherwise.
If any supply made under or in connection with these Conditions is subject to GST, the Supplier may increase the consideration otherwise provided for by the amount of that GST and recover such additional amount from the party liable for payment of the consideration. This clause does not apply to the extent that the consideration is expressly agreed to be GST inclusive in a Statement of Work..
If the Buyer is required to reimburse the Supplier for any costs, the amount must be reduced to the extent that the Supplier is entitled to claim an input tax credit in respect of those costs. A party will be assumed to have an entitlement to claim a full input tax credit unless it demonstrates otherwise prior to the date on which the consideration must be provided.
No payment of any amount in respect of GST is required until the Supplier has provided a tax invoice or adjustment note, as the case may be, to the Buyer. The Supplier must provide a tax invoice or adjustment note to the Buyer as required by the GST Act.

8 WARRANTY
The Supplier expressly warrants that all Articles furnished under each Order (A) shall conform to all requirements, Specifications, drawings, descriptions, samples and standards set forth in or incorporated by reference into the relevant Order, will be new, and will be free from defects in material and workmanship, latent or patent; (B) shall be of satisfactory quality, and will be safe and appropriate for the purpose for which Articles of that kind are normally used or which has otherwise been made known to the Supplier; (C) are in compliance with all applicable industry standards, laws, rules and regulations, without limiting any requirement to comply with higher standards as required under the relevant Order; (D) in the case of Goods, are sold to the Buyer with good marketable title, free from claims, including those of infringement or the like, liens, or encumbrances of any third party (E) in the case of Services, will be performed by appropriately qualified and trained personnel with due care and diligence and to such standard of high quality and performance as it is reasonable for the Buyer to expect from a fully qualified and experienced provider of the Services. The inspection, testing, acceptance, or use of or payment for the Articles furnished under this Order shall not affect the Supplier's obligations under these warranties. The Supplier's warranties are for the benefit of the Buyer, its successors, assigns and customers and users of Articles sold by the Buyer or used in its trade. Without affecting any other remedy of the Buyer, if within 12 months of the date of delivery of the Goods or performance of the Services or, if longer, the stated shelf life of Goods or other agreed warranty period, it is discovered that the Articles do not comply with the above warranties, the Supplier agrees, at the Buyer's option, to promptly replace defective Goods, correct defects in any Goods and/or re-perform any Services, without expense to the Buyer, when notified of such non-conformity by the Buyer. In the event of failure of the Supplier to undertake such replacement, correction or re-performance promptly, the Buyer, after reasonable notice to the Supplier, may undertake such replacement, correction or re-performance and charge the Supplier for the costs incurred by the Buyer in so doing.

9 AMENDMENTS
The Buyer may unilaterally by an amendment to an Order make changes within the general scope of the Order to the shipping or packaging instructions, the technical requirements, the delivery dates, the place(s) of delivery or the quantity of Articles within the Order.  The Supplier shall comply with any and all of the above change(s) without delay and the parties shall subsequently agree to an equitable adjustment to the cost of the Order.

10 ACCESS
The representatives of the Buyer shall at all reasonable times have access to the Supplier's works or place(s) of business in connection with the performance by the Supplier of the Order, including, where appropriate, for the inspection and testing of the Goods.  The Supplier shall ensure the same access to the premises of its sub-contractors. If as a result of the inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Order and (where applicable) the Specification, and the Buyer so informs the Supplier within 7 days of inspection or testing, the Supplier will take such steps as are necessary to ensure compliance.

11 INSURANCE
During the term of each Order the Supplier shall maintain, with reputable insurers, sufficient insurance coverage to ensure that the Supplier is able to meet all its obligations to the Buyer and any third party which may arise out of each Order.

12 TERMINATION
(A)  The Buyer may terminate any Order in whole or in part, without cause, at any time upon notice to the Supplier.  The Supplier shall, as directed by the Buyer, stop work and the placement of further orders or subcontracts, terminate work under orders and subcontracts outstanding, and take any action necessary to protect property in the Supplier's possession in which the Buyer has or may acquire an interest.  The Supplier shall be entitled to a reasonable price for the work in progress relating to the Order at the date of its termination.  The Company is not liable for any other cost, expense, loss, damage or liability arising from any cancellation. Any claims for payment under this clause 12(A) must be asserted by the Supplier within 45 days of receipt of such notice of termination.  (B) The Buyer may cancel and terminate any Order in the event of:  (i) the Supplier being unable to pay its debts as they fall due; (ii) the Supplier making any voluntary arrangement with its creditors, (iii) the Supplier, being an individual or firm, becoming bankrupt, (iv) the Supplier, being a company, becoming subject to an administration order or going into liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), (v) an encumbrancer taking possession of, or a receiver  being appointed over, any of the property or assets of the Supplier, (vi) the Supplier ceasing or threatening to cease to carry on business, (vii) the Supplier suffering any event analogous to those stated above in any jurisdiction, or (viii) the failure by the Supplier to produce and deliver acceptable Articles in accordance with the delivery schedule set out in relevant order, or to comply with any other obligation under the relevant Order. In the event of termination for any cause under section B of this clause the Buyer shall not be liable to the Supplier for termination costs and the Buyer may produce, purchase or otherwise acquire Articles elsewhere on such terms and in such manner as the Buyer may deem appropriate, and the Supplier shall be liable to the Buyer for any excess costs and other procurement expenses incurred by the Buyer. (C) The Buyer reserves the right to require the Supplier to suspend deliveries of the Articles in the event of any strike, lockout, fire, accident, or stoppage of the Buyer's business or work or other event beyond the reasonable control of the Buyer which prevents or hinders the use of the Articles and payment therefore shall be postponed until such time as the deliveries are resumed and the Buyer shall incur no liability to the Supplier by reason of the suspension.

13 INDEMNITIES
The Supplier shall defend (by counsel satisfactory to the Buyer), indemnify and hold the Buyer and its parents, subsidiaries, affiliates, and related companies (and each of their officers, employees, agents, customers and other suppliers) harmless from and against any and all claims, demands, suits, proceedings, costs, liabilities, expenses, royalties, profits, judgments, fines or penalties, including interest, court costs and legal fees (together "the Liability"), which, in whole or in part, arise out of or in connection with any of the following: (i) any actual or alleged failure of the Supplier, or the Articles delivered under this Order, to comply with any applicable international, national or local laws, orders, rules, standards or regulations; (ii) any actual or alleged manufacturing, design or other defect (including without limitation latent defects) in the Articles including without limitation where such defects give rise to liabilities in tort or product liability; (iii) any actual or alleged infringement or violation of any patent or registered design, copyright, trademark, trade name, license or other proprietary right of any third party relating to the sale, manufacture or use of the Articles; (iv) any actual or alleged breach of the Supplier's warranties; (v) acts or omissions of the Supplier (or its officers, employees, agents or subcontractors) in the performance of services under any Order; or (vi) any claims under applicable employment or similar laws or obligations of employees of the Supplier, its agents or subcontractors. The Buyer may be represented by and actively participate in any defence or settlement of the Liability if it so desires, and the cost of such representation shall be paid for by the Supplier.

14 LAW AND JURISDICTION
Each Order shall be construed and shall take effect in accordance with the laws of New South Wales and any action, suit or proceedings brought by the Supplier arising out of or connected with any Order shall fall within the exclusive jurisdiction of the Courts of New South Wales provided that nothing in these Conditions shall limit the right of the Buyer to bring proceedings in any other jurisdiction or jurisdictions whether concurrently or not.

15 GENERAL
(A) ENTIRE AGREEMENT & AMENDMENT. An Order together with these Conditions and any documents referred to in such Order constitutes the complete and exclusive agreement between the parties. All prior and contemporaneous agreements, understandings and proposals, oral or written, between the parties relating to this subject are null and void and are superseded by the Order. Each Order may be modified only by a written notice signed by the Buyer.
(B) REMEDIES. No remedy conferred on the Buyer by any of the specific provisions of an Order is intended to be exclusive of any other remedy and each remedy shall be cumulative, may be exercised separately or concurrently, and is in addition to every other remedy available to the Buyer.
(C) WAIVER/SEPARABILITY No failure or forbearance of the Buyer to exercise any of its rights or remedies under the provisions of any Order shall constitute a waiver of that or any other provision or prevent the Buyer from subsequently exercising any such rights or remedies in full. If by reason of any enactment of judgement any provision of any Order is deemed or held to be illegal, void or unenforceable in whole or in part, all other provisions of the Order shall be unaffected and shall remain in full force and effect.
(D) ASSIGNMENT. The Supplier shall not delegate or subcontract its performance nor assign any rights or claims under this Order without the prior written consent of the Buyer, which may be granted or withheld in the Buyer's sole discretion. Any such attempted delegation, subcontracting or assignment shall be void.
(E) CONTINUING OBLIGATIONS. Each party's rights and obligations under clauses 8, 13, 15(B) and 15(F) shall survive cancellation, completion or termination of this Order.
(F) CONFIDENTIAL INFORMATION. The Supplier shall not disclose information concerning the Buyer's or its group companies’ business obtained by the Supplier in performing any Order to any other person, firm or entity.
(G) PACKAGING. To help enable the Buyer to meet the requirements of international law relating to marine pollution, the Supplier should, where possible, avoid the use of plastics in the packaging of Goods.