If a contract exists between the parties which covers the provision of the Goods and/or Services referred to in the Purchase Order (whether entered into before or after the date of the Purchase Order) then the provisions of the contract will supersede these terms and conditions.
If the purchase order includes the provision of Goods then the following provisions will apply:
- 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.
- The supplier warrants that:
- All goods (and their components) will be new and will be unused on delivery:
- The goods will be free from defects in materials and workmanship under normal use and service for a period of 12 months from the date of acceptance by Airways.
- 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 to be supplied under the purchase order but inspection shall not relieve the supplier of any obligations under the Purchase Order.
If the purchase order includes the provision of services then the following provisions will apply:
- The supplier will carry out the Services personally and will not assign or subcontract the whole or any part of the services to any third party without Airways' prior written consent
- Airways will provide the supplier with such access to the work location as Airways considers appropriate to enable the supplier to carry out the services. The supplier will ensure its agents/employees operate only in authorised areas, and comply at all times with security rules and with any directions issued by Airways.
- The supplier will provide competent qualified personnel to carry out the work. The supplier will, at its own expense, replace any member of the supplier's staff Airways reasonably objects to.
- The supplier will comply (and will ensure its agents/employees comply) with all statutes, regulations, rules and any other requirements, in carrying out the work, including the Health and Safety in Employment Act 1992, and all airport bylaws and rules.
- The supplier warrants that all materials and equipment supplied will in connection with the services will meet the requirements specified above for the supply of goods. The supplier warrants that all services will be performed with due care and diligence.
- The supplier will be liable for and will indemnify Airways against all direct and indirect loss or damage incurred by Airways in connection with or arising out of the services and caused by any act or omission of the supplier.
The supplier shall deliver the goods or provide the services within the time stipulated for delivery as set out in the purchase order. The supplier is not liable for delays caused by circumstances not within their control and not preventable by reasonable diligence and foresight on the supplier’s part, provided that the supplier shall give Airways due notice, in writing, immediately such delays are foreseen and will make all reasonable efforts to deliver the goods or provide the services as close as possible to the original delivery date.
Airways may at any time give written notice to the supplier to terminate the purchase order forthwith and in such event Airways shall arrange to have paid, and the supplier shall accept in settlement of all claims under the purchase order, 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.
- Title and risk in the goods will transfer on delivery to Airways.
- The supplier shall pay:
- all duties, taxes, fees or levies imposed in New Zealand or elsewhere in connection with the supplier’s performance of or any other matter arising out of this agreement (other than New Zealand Goods and Services Tax which shall be payable by Airways);
- any customs or import duties payable in relation to the goods; and
- all costs, fees charges and expenses in obtaining any permits or approvals required in connection with this agreement.
The laws of New Zealand shall govern the purchase order.
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.
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 294 Wellington, New Zealand, 6140, faxed to 04 471 4739 or emailed to firstname.lastname@example.org.
New Zealand supplier payments
For New Zealand suppliers, all amounts are to be in New Zealand dollars. Payments are made on 20th of the month after the invoice date. 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. The supplier will be liable for any bank fees deducted by their bank (if any) in respect of payment of the invoice by Airways. Alternative payment terms may be made with the written agreement of the parties.
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.
Overseas supplier payments
For overseas suppliers, the parties will agree as to an appropriate method of payment on a case by case basis. 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. 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.