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Conditions of Supply


As used throughout, the following shall have the meanings set forth below unless otherwise indicated:
    1.1 the term "Customer" means the party or parties, if any, to whom the Company sell or otherwise dispose of the Articles being purchased hereunder.

1.2 the term "MGI" means Mayo Group International Pty. Limited, its successors and assigns.

1.3 the term "Contractor" means the individual, partnership, corporation or other entity contracting to furnish the Articles described in this Contract.

1.4 the word "Articles" refers to the goods, products, services, supplies, parts, work, performance, assemblies, technical data, drawings, units or other items constituting the subject matter of this Contract which are to be furnished by the Contractor to MGI hereunder.

1.5 the term "Contractor" includes the contract documents including any amendments, changes or supplements thereto and the General Terms and conditions of Purchase set forth herein, any special terms and conditions included herein and all specifications and terms made a part hereof or incorporated by reference.

    All articles shall be in accordance with the specification prepared by MGI PROVIDED THAT where the specification is not prepared by MGI, all Articles shall be in accordance with the Australian Standards Association's Specifications or if that specification is not relevant to the Articles, the British Standard Specification or, where neither of these specifications is relevant, in accordance with the detailed specification prepared by the Contractor and accepted by MGI.

    3.1 Inspectors nominated by MGI shall have access to the Contractor's premises at all times during working hours for the purpose of inspecting the Articles at any stage of their manufacture or preparation. MGI may reject the Articles either in the course of manufacture or preparation or at any time thereafter (including after delivery) if it considers the Articles to contain defects in material or workmanship or to be not in accordance with the specifications and if requested by MGI, the Articles rejected shall be removed from the premises of MGI or the Customer (if already delivered there) by the Contractor at his own expense and the cost of any demurrage, freight, duty, cartage or haulage paid by MGI on the rejected Articles, together with the cost incurred by MGI (if any) in testing the Articles shall be paid by the contractor to MGI on demand. Except if sub-clause (3.3) of this clause applies, all Articles rejected shall be promptly replaced at the expense of the Contractor.

  3.2 The time of delivery stated for the Articles is of the essence of this contract. MGI may refuse any Articles and may cancel all or any part of this contract if the Contractor fails to deliver all or any part of the Articles in accordance with the terms of this Contract.

    3.3 If the Articles are rejected under either sub-clause (3.1) or sub-clause (3.2) of this clause and in either case MGI notifies the contractor of its determination to act under this sub-clause, MGI may contract with any other person, firm or corporation to supply the Articles and may charge the contractor or deduct from the amount owed by MGI to the contractor, the costs, expenses and losses, including incidental and consequential damages incurred thereby, which are in excess of the Contractor's price for the Articles.

    3.4 MGI's approval of any design furnished by the Contractor shall not relieve the Contractor of its obligations hereunder. The Contractor shall not have any right to any compensation or allowances by reason of the rejection of Articles by MGI hereunder.

    3.5 Acceptance of any part of this contract shall not bind MGI to accept future shipments or performance of services nor deprive it of the right to return Articles already accepted and shall not be deemed to be a waiver of MGI's right to cancel or return all or any part of the Articles herunder or to make any claim for damages including re-procurement costs or loss of profits, injury to reputation or other special consequential damages incurred by MGI. Such rights, which are expressly reserved to MGI, shall be in addition to any other remedies provided under this Contract or provided by law. Acceptance shall not be deemed to be complete until the Articles have been actually received, tested and accepted by MGI.

    4.1 Unless otherwise specified in this Contract, the Articles shall be delivered FIS at the MGI premises.

    4.2 Title to the Articles shall pass to MGI at the time of delivery except in instances wherein a partial payment is made. Title to any of the Articles (including all materials, equipment, fittings and parts specifically purchased and or appropriated by the contractor for or to the manufacture or production of the Articles and whether in the workshop of the Contractor or elsewhere) in respect of which a partial payment is made, shall vest in MGI as at the date of any such payment.

    4.3 Nothing herein contained shall affect the right of MGI to reject the Articles and upon any such rejection the property in the Articles rejected shall revest in the Contractor.

    4.4 The Articles shall be at the risk of the Contractor until they are finally delivered to and accepted by MGI in accordance with this Contract.

    4.5 The property of all materials, equipment, fittings and parts shall at all times remain in MGI and the Contractor shall be responsible for all loss or damage with respect to such materials, equipment, fittings and parts.

    4.6 If the Contractor requires special tools or test equipment or manufacture them in connection with this Contract and charges MGI for the use therof or imposes any tool or equipment service charge in connection therewith, MGI may at its option upon completion or termination of this contract elect to take title to such tools or equipment and upon receiving the notice of such election the Contractor shall deliver such tools or equipment to MGI upon payment by MGI to the Contractor of that portion of the cost of such tools or equipment if any remaining unpaid incurred by the Contractor.

    5.1 The Contractor represents and warrants:
      5.1.1 that the price charged for the Article shall be no higher than the Contractor's current price to any other customer for the same quantity of such Article and under like conditions.
      5.1.2 that all Articles delivered pursuant hereto will be new, unless otherwise specified, and free from any and all defects in materials and workmanship and that all Articles will conform to applicable specifications (including drawings) and standards of quality and performance and that all Articles will be free from defects in design (when design is the responsibility of the contractor) and suitable for their intended purpose.
      5.1.3 that the Articles are fit and safe for customer use, if so intended.
      5.1.4 that all services performed pursuant hereto will be free from any and all defects in material and workmanship and will be performed in accordance with the specifications and instructions of MGI PROVIDED NEVERTHELESS THAT the contractor shall retain direction and control with respect to the manner and means of performing such services and shall at all times remain an independent contractor.

    5.2 All representations and warranties of the Contractor, whether express or implied, together with its service warranties and guarantees, if any, shall run to MGI and to the Customer and shall extend for a period of one year from the date of acceptance of the Articles, except that latent claims shall extend for a period of three years from the date the Articles are first placed in service.

    5.3 The Contractor agreed to indemnify and hold harmless MGI from any and all claims, liability, loss, damage and expense including special, consequential and incidental damages incurred or sustaining by MGI by reason of any breach of warranty with respect to the Articles. Any claim for breach of warranty shall survive inspection, acceptance or payment by MGI.

    6.1 The Contractor will keep confidential the features of any and all euipment, tools, gauges, patterns, designs, drawings, engineering data and other technical or proprietary information furnished by MGI and use such only on the production of the Articles. Upon completion or termination of this contract the contractor shall return all such items to MGI.

    6.2 The Contractor agrees to indemnify and hold harmless MGI against any and all claims, liability, loss, damage and expense including special, consequential and incidental damages incurred by MGI arising by reason of the manufacture, sale or use of any machinery, apparatus, equipment, materials or supplies incorporated in or relating to the Articles being or being claimed to be an infringement of patent rights or being or being claimed to be subject to the payment of licence fees or royalties, including but not limited to, all costs of litigation, damages, royalties, licence fees,fines and penalties.

      The Contractor shall not assign its rights or obligations or any sums that may accrue to it or be due to it hereunder or sub-contract any of the work provided for herein without the prior written consent of MGI.

    8.1 MGI may by written notice to the Contractor terminate the whole or any part of this Contract if -
      8.1.1 the Contractor fails to perform any of the provisions of this Contract or so fails to make progress as to endanger the performance of this Contract in accordance with its terms, or
      8.1.2 the Contractor, being a person, becomes insolvent, commits any act of bankruptcy or becomes the subject of proceedings under any law relating to bankruptcy or for the relief of debtors or being a corporation is wound up or passes a resolution for voluntary winding up or has a winding up petition presented against it or a Receiver appointed or any part of its undertakings placed under the management of an Official Manager. If this Contract is so terminated, MGI may procure or otherwise obtain upon such terms and in such manner as MGI may deem appropriate Articles similar to those covered by this Contract. The Contractor shall be liable to MGI for any excess costs of such similar Articles.

    8.2 All rights and remedies of MGI under this clause shall be in addition to any other remedies provided in this Contract or by law.

    The Contractor agrees to indemnify and hold harmless MGI and the Customer, their successors and assigns, their officers, employees, agents and subsidiaries from all liability, injuries (including death) and damages arising out of any occurrence in the performance of this Contract caused by any act or omission of the Contract, its officers, employees, agents or sub-contractors provided MGI and the Customer are free of any negligence in connection with the said occurrences.

  10.0 TAXES
    Unless otherwise specified in this contract, the prices to be paid to the Contractor as shown herein include all Federal, State and local taxes and all foregoing taxes and all duties, foreign or domestic, which are applicable to the Articles being furnished hereunder.

    The Contract shall be governed by, subject to and construed according to the laws of the State or Territory in which the MGI Branch is situated and the parties accept the jurisdiction of the courts of that State or Territory and the Commonwealth of Australia. The Contractor shall comply with all applicable Federal, State and local laws.

  12.0 EXTRAS
    Except as otherwise provided in this contract, no payment for extra work of any type or description shall be made unless such extras and the price therefor have been authorised in writing by MGI.

    All Articles shall have affixed labels which comply with Australian Law.

    The invoicing of all articles must be accurate. If it is found after despatch that there is any error, corrected Invoices must be produced and promptly sent to MGI.

    This Order is placed on the Condition that there is no retention of interest by the Supplier in the Merchandise after it is shipped, nor do any Romalpa clauses apply.

  16. This order is placed on the condition that MGI is the sole importer/distributor/agents for the supplier in the territory of Australasia for the ensuing period of three (3) years from the date of this order.

      Last Reviewed: 11/01/06
   Copyright © 2003-2014 The Mayo Group International Pty. Ltd.  
Last Update : November 6, 2014