DEFINITIONS

1.1 The following words have these meanings: "Conditions" means these terms and conditions; "GST" means goods and services tax under the Goods and Services Tax Act 1985 as amended from time to time; "Intellectual Property Rights" means any copyright, trademark, business name, design, patent, semi conductor, circuit layout or other similar proprietary rights, irrespective of whether or not such rights are registered; “Health and Safety Law” means the Health and Safety at Work Act 2015, the Hazardous Substances and New Organisms Act 1996, and all related legislation, regulations, codes of conduct and standards, all as are amended from time to time, and also includes all related and applicable New Zealand case law; "Items" means all goods, services or other items or things ordered by Vodafone and specified in the Order; "Order" means Vodafone’s official purchase order to which these Conditions apply, whether delivered by hand, mail, facsimile or electronic means; "Vodafone" means Vodafone New Zealand Limited including all successors and assigns; and “You” and “Your” means the vendor or supplier to whom the Order is issued and includes its employees, agents and sub-contractors, and including all successors and assigns.

Conditions of Purchase.

2.1 These Conditions apply to all Orders. No other terms apply unless specified in an Order or otherwise agreed in writing between Vodafone and You. Subject to this clause, You accept that any act of part or full performance of an Order by You will be conclusive evidence that You are supplying Items in accordance with these Conditions and not any other terms which You may issue, whether before or after the date of an Order.

Responsibility for Purchase.

3.1 Vodafone will not be liable to pay for, and will not otherwise be responsible for, any goods or services supplied by You unless they are included in an Order.

3.2 No variation of an Order will be effective unless approved in writing by Vodafone. You must quote on all invoices and delivery dockets the number appearing on the Order.

Delivery.

4.1 You must deliver the Items at the time, on the date and at the place of delivery specified in the Order.

4.2 Items are not taken to be delivered unless delivery is acknowledged by the signature of an authorised representative of Vodafone on the delivery docket or other acceptance form. Vodafone’s acknowledgement of delivery does not imply acceptance of the quality and quantity of the Items. Vodafone is not deemed to have accepted the Items until it has inspected them following delivery and has approved the quality and the quantity.

4.3 Time is of the essence in respect of Your obligations for delivery and You must advise Vodafone of likely delays to delivery of Items.

4.4 If any Items are not delivered within the time specified in the Order, Vodafone may:

1. refuse to accept the Items and terminate the Order; or
2. require You (at Your expense) to deliver the Items by the most expeditious means to the delivery point specified in the Order.

4.5 If any Items are not delivered to the place specified in the Order, You are responsible for any additional expenses incurred in delivering the Items to the correct destination.
Rejection.

5.1 Vodafone may reject any Items not conforming to the Order (including these Conditions) either before delivery or within a reasonable time after delivery of the Items.

5.2 You must promptly reimburse Vodafone for:

1. the purchase price paid by Vodafone in relation to any Items which have been rejected; and
2. the costs, charges or expenses incurred by Vodafone in connection with the rejection of any such Items.

Title and Risk.

6.1 Title to and risk of loss in the Items remains with You until Vodafone accepts delivery of the Items, when title and risk will pass to Vodafone.

6.2 You must maintain insurance covering such risks and in such amounts as would be maintained in accordance with good business practice for the supply of the Items.

Price.

7.1 The purchase price of the Items is that specified in the Order. The purchase price is DDP (Delivery Duty Paid, per Incoterms 2010) to the delivery address indicated on the Order, and is otherwise inclusive of all packaging, freight, insurance and other costs of supply.

7.2 The purchase price is exclusive of GST. If You give Vodafone a tax invoice, Vodafone must pay any additional amount to You in respect of GST applied to the Items.

7.3 If Vodafone is required by any relevant authority or applicable law to pay withholding tax or make any deduction in relation to any Item purchase price, Vodafone will be entitled to deduct such sums and pay You the purchase price net of the required withholding or deduction. Vodafone will, on request, produce evidence that Vodafone has accounted to the relevant authority for the sum withheld or deducted.

Payment.

8.1 Unless otherwise specified in the Order, and subject to these Conditions, Vodafone will pay all invoices within 45 days after receipt. You must send the invoice to Vodafone on or after the delivery of the Items. The invoice must be sent on the date the invoice is rendered. Each invoice must:

1. state the Order number;
2. state full particulars including quantities of the Items supplied;
3. state Your contact details; and
4. constitute a valid tax invoice for GST purposes.

If You are set up to use Vodafone’s e-invoicing platform You must submit the invoice to Vodafone using that platform. If You are not set up to use Vodafone’s e-invoicing platform You must email the invoice to invoices.nz@vodafone.com, with each invoice in .pdf or .tiff format and attached to a separate email (not exceeding 10MB).
8.2 Vodafone will be entitled to set off against and deduct from any payments under clause 8.1, any sums which are due and payable from You to Vodafone.

8.3 All invoices must be received within 180 days of delivery of the Items to which such invoice relates, after which time Vodafone will have no liability to You to pay such late invoice.

Warranties.

9.1 You warrant that the Items:

1. conform with the description provided by You;
2. conform with any applicable specifications agreed between Vodafone and You;
3. are of merchantable quality and are fit for the purpose for which they are sold;
4. are free from defects in material, workmanship and design, and are supplied using appropriately skilled and experienced personnel and in accordance with industry best practice;
5. are new;
6. are free from all charges, liens and encumbrances; and
7. do not infringe the Intellectual Property Rights of any person.

9.2 The warranties in clause 9.1 are in addition to any other warranties or guarantees contained in the Order or implied by law or provided by You or any third party.
Anti-corruption.

10.1 You will (and will implement adequate processes and procedures to ensure that Your suppliers and sub-contractors will), in relation to the provision of Items: (a) not engage in any actions that are, or could be seen to be, bribery of foreign public officials as described in the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of the United States of America and the Anti-Terrorism, Crime and Security Act 2001 of the United Kingdom of Great Britain and Northern Ireland; and (b) comply with all United Kingdom, United States, New Zealand and other applicable law prohibiting bribery and in doing so will provide nothing of value to any government official.

10.2 You will not offer to give or agree to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the Items or for showing or forbearing to show favour or disfavour to any person in relation to the Items.

Compliance with Vodafone Policies.

11.1 You will comply at all times with:

1. the Vodafone policies (including without limitation any health and safety policies) which are set out at https://one.nz/suppliers from time to time (and as may be updated by Vodafone from time to time); and
2. any other policies or guidelines which Vodafone reasonably requires you to comply with from time to time.

Health and Safety.

12.1 You must, in relation to the performance of all services, comply, and ensure that Your personnel and any sub-contractors, used (whether directly or indirectly) to perform any of Your obligations under these Conditions or an Order comply, with all Health and Safety Laws and Vodafone’s health and safety policies.

12.2 You must ensure that all of Your personnel and subcontractors who perform any services are suitably skilled, trained, experienced and equipped to undertake such work, and attend any health and safety or other training as Vodafone may request from time to time.

12.3 You will notify Vodafone immediately in writing of:

1. all health and safety related incidents (including any incident, near miss, dangerous occurrence or illness) occurring at any Vodafone premises which involves You or members of the public, and which has caused or has the potential to cause any work related injury or illness or any damage to assets or property; and
2. any health and safety concern which You may have in relation to the performance of the relevant services.

12.4 You will, and will procure that Your personnel and subcontractors will, comply with all reasonable directions from Vodafone with regard to health and safety matters.
12.5 On request, You will provide Vodafone with a copy of Your health and safety policy and plans.

Liability.

13.1 You unconditionally and irrevocably indemnify Vodafone and each of its directors, officers, employees and agents (“Indemnified Persons”) against all actions, claims, demands, damages, liability or loss arising from, and any costs, charges or expenses incurred in connection with:

1. a breach of any term of these Conditions;
2. a claim by a third party relating to the Items, alleging infringement of any Intellectual Property Rights of any person;
3. any withholding tax (including interest and penalty sums) which Vodafone is obliged to deduct under clause 7.3 but which was not deducted by Vodafone from payments made to You; and
4. any wilful, unlawful or negligent act or omission of You or any of Your representatives.

13.2 Without limiting any other right or remedy Vodafone has under these Conditions, You must repair or replace, at Vodafone’s sole discretion, all Items which are or become defective or otherwise fail to comply with the warranties contained in these Conditions. You must at Your cost repair or replace the Items within 30 days of notification of such a defect or failure. The repaired or replaced Items are subject to the warranties set out in these Conditions.
Relationship.

14.1 Nothing in an Order or these Conditions will be deemed to constitute either party as agent, partner or joint venture of the other.

14.2 These Conditions (and any related Order) are not intended to establish an exclusive purchase and supply arrangement between Vodafone and You in relation to the Items. Vodafone will be free to source items which are the same as or similar to the Items from any third party.

Assignment.

15.1 You must not assign Your rights or obligations under an Order without the prior written consent of Vodafone.

Sub-contracting.

16.1 You must not sub-contract or otherwise arrange for any other person to discharge Your obligations under an Order without the prior written consent of Vodafone.

16.2 If Vodafone consents to You sub-contracting Your obligations under an Order, You will be liable for all acts and omissions of that sub-contractor as if they were the acts and omissions of You.

Confidentiality and Announcements.

17.1 You must not disclose any of Vodafone’s confidential information to any person and must not use Vodafone’s confidential information for any purpose other than the provision of the Items under the Order. The term “confidential information” as used here means information which is either by its nature confidential, is designated by Vodafone as confidential or which You ought reasonably to know is confidential and includes information relating to the business affairs of Vodafone, including but not limited to any product, business, market, strategic or other information or data research materials, trade secrets, know-how (including drawings, patterns, gauges, samples and specifications) and the fact that the Order exists, and whether or not such information is disclosed in writing, orally or by any other means.

17.2 You must not make any announcement relating to the Conditions, any Order or its subject matter or make any use of the Vodafone brand, in each case without the prior written approval of Vodafone (which may be withheld at Vodafone’s sole discretion), except as required by law or regulatory authority.

Governing Law.

18.1 The Order is governed by the laws of New Zealand.