BritBox Australia Purchase Conditions

Purchase Terms & Conditions

1. Definitions

“BritBox”	means The BritBox Australia Partnership (ABN: 49 274 475 031) a partnership other than a limited partnership or an incorporated limited partnership under the Partnership Act 1892 (NSW), and all its and all its relevant officers, servants and/or agents including without limitation its agent BritBox Australia Management Pty Ltd. (ACN: 643 196 141);
“Contract”	means these Purchase Terms & Conditions and the Purchase Order;
“Contract Price”	means the price as specified in the Purchase Order plus GST (if applicable);
“Facilities”	means any facilities to be provided by the Supplier pursuant to the description in the Purchase Order;
“Goods”	means any item(s) to be constructed, manufactured and/or provided by the Supplier pursuant to the description in the Purchase Order or in the case of Services the physical product(s) of the Services;
“Intellectual Property Rights”	means all copyright and other intellectual property rights in any media, including (without limitation) know how, database rights, patents, trademarks, service marks, trade names, moral rights, design rights, domain names and any other intellectual or industrial property rights, together with any applications for the protection or registration of those rights and all renewals and extensions thereof throughout the world;
“Purchase Order”	means the purchase order and/or other documentation detailing the Goods, Facilities and/or Services;
“Services”	means any services to be provided by the Supplier pursuant to the description in the Purchase Order (which will include, where appropriate, any equipment/materials provided by the Supplier to perform the Services);
“Subsidiary”	means all direct and indirect subsidiary undertakings from time to time of BritBox; and
“Supplier”	shall be the organisation or individual specified in the Purchase Order who is responsible for providing the Goods, Facilities and/or Services and shall include all its relevant officers, servants and/or agents.

2. Supply of Goods, Facilities and/or Services

The Supplier will supply the Goods, Facilities and/or Services to BritBox by the dates specified in the Purchase Order and in accordance with, and on the terms and conditions set out in, the Contract.

3. Existence of Contract

The Contract shall prevail at all times to the exclusion of all other terms and conditions (including any terms and conditions which the Supplier may purport to apply to the supply of the Goods, Facilities and/or Services) to the extent permitted by law. No additional terms proposed by the Supplier will apply unless agreed to in writing by BritBox.

4. Good Faith/Outside Activities

The Supplier shall act in good faith towards BritBox and shall not bring BritBox into disrepute. The Supplier must not, without the prior written consent of BritBox, make any reference to it in association with any advertising or other promotional material or write for publication or speak in public about BritBox or its affairs.

5. Contract Price/Payment

5.1 BritBox shall pay to the Supplier the Contract Price plus GST and less withholding taxes (if applicable) in BritBox’s first weekly payment run following twenty eight (28) days from the end of the month in which any undisputed invoice is dated and delivered in accordance with sub-clauses 5.2 and 5.3.

5.2 All invoices must be correctly addressed to The BritBox Australia Partnership and emailed to BritBox in PDF format only to bbcstudiospdfinvoices@bbc.co.uk with a copy to britboxau.invoices@britbox.com.au. All invoices must be dated with the date that they are posted and emailed to BritBox. Only printed invoices free of hand-written alterations will be processed.

5.3 All invoices must be printed and contain the following:

(a) Supplier name, address and ABN/ACN;

(b) invoice/credit note number;

(d) Purchase Order number (to be requested from BritBox);

(e) GST registration number where applicable;

(f) net-GST- gross values;

(g) such information as BritBox may reasonably require to support the amount invoiced (including time sheets where applicable);

(h) such information as is necessary to enable BritBox to recharge a Subsidiary for Facilities, Goods and/or Services it has received under the Contract;

(i) GST-only documents must have the words GST only, the original invoice number and the original invoice amount on the invoice;

(j) Supplier bank account details; and

(k) such other information as is reasonably requested by BritBox.

5.4 The Contract Price (including expenses payable, at all times as agreed in writing in accordance with BritBox’s expenses policy) shall be the entire compensation to be paid to the Supplier for the provision of the Facilities, Goods and/or Services under the Contract.

5.5 If any sums are due to BritBox from the Supplier, BritBox shall be entitled to set those off against any sums owed by it to the Supplier.

5.6 Payment by BritBox is without prejudice to any claim or rights, which BritBox may have against the Supplier and shall not constitute any admission by BritBox as to the performance by the Supplier of its obligations under the Contract.

5.7 BritBox reserves the right to withhold payment where the Goods, Facilities and/or Services have not been provided in accordance with the Contract and shall notify the Supplier accordingly.

6. Standard of Goods/Facilities/Services

6.1 The Supplier shall ensure that any Goods and/or Facilities supplied by the Supplier: are of merchantable quality; correspond with any quantity and description of the goods and/or facilities made known to the Supplier or detailed in the Purchase Order; are reasonable fit for their purpose where BritBox has made known to the Supplier (expressly or by implication) any particular purpose for which the Goods and/or Facilities are being acquired; correspond with a sample where BritBox has acquired the Goods and/or Facilities by reference to (express or implied) a sample; and are of good condition, free of defects and constructed with suitable and sound material and of adequate strength.

6.2 The Supplier shall ensure that any Services rendered by the Supplier: will be rendered with due care and skill and that any materials supplied in connection with those Services will be reasonably fit for the purpose for which they are supplied; where BritBox has made it known to the Supplier (expressly or by implication) any particular purpose for which the Services are required or the result that BritBox desires the Services to achieve, then the Services (and any materials supplied in connection with those Services) will be reasonably fit for that purpose or of such a nature and quality that might reasonably be expected to achieve that result.

6.3 The Supplier shall: be competent to fulfil its obligations under the Contract (which includes having relevant experience, training and/or qualifications); use proper care, skill and diligence and the best workmanship whilst discharging its obligations under the Contract; execute the Contract in a timely and professional manner; and hold any licence, permit and/or certificate required by law for the performance of the Contract.

7. Security/Access/Inspection

7.1 BritBox reserves the right to request identification of the Supplier and conduct random security checks of its possessions and vehicle(s) whilst on, entering or leaving BritBox's premises.

7.2 The Supplier shall give BritBox, at all reasonable times upon giving reasonable notice, access to the Supplier's premises or such other premises as BritBox may reasonably require for inspection of any Goods, Facilities and/or equipment/materials to be provided under the Contract.

8. Equipment & Materials

8.1 The Supplier shall be responsible for the care, control, security, insurance and maintenance of any equipment/materials required by the Supplier (including equipment/materials of BritBox) in relation to the fulfilment of its obligations under the Contract. BritBox accepts no liability for loss or damage to the equipment/materials whilst under the care or control of the Supplier.

8.2 The Supplier shall not use any of BritBox’s equipment/materials without the prior consent of BritBox.

9. Compliance

The Supplier shall comply with all current relevant legislation, rules, regulations or codes relating to the Goods, Facilities and/or Services to be supplied, including but not limited to sale and supply of goods and services legislation, all applicable national and/or international technical standards and procedures and all health, safety, fire and environmental legislation and official Codes of Practice and guidance.

10. Hire or Loan of Goods

Where the Contract consists of the hire or loan of Goods, BritBox shall be responsible to the Supplier for any physical loss of or damage to the Goods whilst in the care and control of BritBox provided that the Supplier notifies BritBox promptly upon any discovery of any such loss or damage.

11. Delivery of Goods

11.1 The Supplier shall deliver the Goods to BritBox, at the Supplier's own risk and expense, in accordance with the Purchase Order. The Supplier shall ensure that the Goods are kept in a proper, careful and secure manner at the Supplier's own risk and expense until the whole or any part thereof are delivered to BritBox. The Supplier shall ensure that the Goods are packed in such a manner as to reach BritBox in good condition, clearly labelled and accompanied by delivery notes specifying the quantity and type thereof and the relevant Purchase Order number. The Supplier shall, at its expense, remove all cases, boxes or other packaging from BritBox's premises.

11.2 Where the Contract consists of the sale of Goods, ownership thereof shall vest in BritBox absolutely at such time as BritBox takes physical possession of the Goods unless the Contract is terminated pursuant to Clause 15 in which case ownership of any part of the Goods for which payment has been made under the Contract shall vest absolutely in BritBox at the time of termination.

11.3 Where any Goods are found by BritBox, upon delivery or subsequently, not to conform with the Contract, BritBox reserves the right to accept or reject the whole or any part thereof and if rejected return the Goods to the Supplier at the Supplier's own risk and expense, such acceptance or rejection being without prejudice to any other remedy available to BritBox. BritBox will not be liable to pay for any rejected Goods.

12. Third Party Liability and Insurance

12.1 The Supplier shall indemnify BritBox from and against any damage, loss, costs and expenses incurred by BritBox and any claim, demand or action brought against BritBox by any third party arising (directly or indirectly) from the negligence of the Supplier or a breach of its obligations under the Contract. The Supplier shall arrange and maintain Public Liability Insurance, and where applicable Product Liability Insurance, with an adequate indemnity limit which shall be no less than twenty million Australian dollars ($20,000,000) in respect of any one claim or incident and with the scope of cover appropriate to the Goods, Facilities and/or Services.

12.2 The Supplier shall be responsible for insuring any equipment such as motor vehicles or mobile plant provided by the Supplier to perform the Contract against loss or damage and liabilities to third parties and anyone carried in or on such equipment.

13. Clearance of Third Party Rights/Copyright

13.1 The Supplier shall obtain all necessary licences, consents, permissions and/or clearances from third parties (whether in respect of copyright, trade marks, patents, other Intellectual Property Rights or otherwise) so that BritBox shall be entitled to use the Goods or Facilities provided or the result of the Services without liability to any third party and the Supplier shall indemnify BritBox against any actions, claims, costs, damages, demands or expenses brought against, suffered or incurred by BritBox arising from any breach or non-observance by the Supplier of its obligations under the sub-clause.

13.2 The Supplier hereby assigns to BritBox absolutely (and warrants that all Supplier's relevant officers, servants and/or agents have assigned to the Supplier absolutely) all Intellectual Property Rights in any Goods and the results of any Services in all languages throughout the Universe for the full period of such Intellectual Property Rights (including all rights to renewal and extensions thereof).

13.3 The Supplier hereby irrevocably consents to BritBox making any material alterations it determines in its sole discretion to any Goods and the results of any Services (including the unlimited right to edit, copy, alter, add to, take from, adapt or translate any Goods and the results of any Services). In addition, to the extent permitted by law, the Supplier hereby waives irrevocably and agrees never to assert (and warrants that all the Supplier's relevant officers, servants and/or agents have waived irrevocably and agreed never to assert) any of their so-called “moral rights” in respect of any Goods and the results of any Services.

14. Confidentiality

The Supplier shall keep confidential any information communicated or provided to the Supplier in confidence or relating to the business of the British Broadcasting Corporation, BBC Studios Limited and/or BritBox and which is obtained as a result of its relationship with BritBox under the Contract.

15. Termination

15.1 Where BritBox considers that the Supplier has failed to perform its obligations, in part or in whole, and the failure is in the reasonable opinion of BritBox capable of remedy, BritBox shall notify the Supplier thereof and the Supplier shall use its best endeavours to remedy the failure. If the failure is not remedied by the Supplier to the satisfaction of BritBox within the period specified by BritBox, BritBox may remedy the failure and recover the cost thereof from the Supplier and/or terminate the Contract under sub-clause 15.2.

15.2 Notwithstanding sub-clause 15.1 above, BritBox may terminate the Contract with immediate effect in writing if

(a) there has been a material breach by the Supplier of its obligations under the Contract; or

(b) the Supplier: commits an act of bankruptcy; makes any composition or arrangement with its creditors; goes into liquidation whether voluntary or compulsory; has any order made or resolution passed for its winding up; ceases or prepares to cease trading; suffers the appointment of a receiver or administrator of the whole or part of any of its assets; or is unable to pay its debts as and when they fall due;

(c) there is a change of control of the Supplier. For this purpose “control” means the ability to direct the affairs of the Supplier whether by virtue of contract, ownership of shares or otherwise; or

(d) the continued performance thereof is prevented by reason of any event beyond the reasonable control of BritBox or the Supplier (any such occurrence being deemed an event of force majeure).

15.3 Termination of the Contract howsoever arising shall: be without prejudice to any right of action accruing or already accrued to either party at the date of the termination; and not give rise to a claim by the Supplier for damages or otherwise beyond a claim for payment due under the Contract up to and including the date of termination.

15.4 Upon termination of the Contract for whatsoever reason the Supplier shall promptly deliver up to BritBox, at the Supplier's own risk and expense, the whole or any part of any Goods for which payment has been made under the Contract up to and including the date of termination and any BritBox's equipment/materials provided under the Contract. BritBox shall be deemed to have irrevocably all powers and authority to enter the Supplier's premises to recover and remove such items and recover the cost thereof from the Supplier.

16. Notices

Any notice required to be given pursuant to the Contract shall be in writing and sent either by hand, registered post or facsimile transmission to BritBox or the Supplier at the address as specified in the Purchase Order and any such notice shall be deemed to have been received by the addressee at the time of delivery.

17. Waiver

The failure of either party to exercise or enforce any right conferred upon it by the Contract shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter. No waiver of any term or condition of the Contract shall operate as a waiver of another or constitute a continuing waiver.

18. Assignment/Sub-contracting

The Supplier shall not assign, sub-licence, sub-contract, transfer or otherwise dispose of any of its rights or obligations under the Contract to any third party.

19. No Agency, Partnership or Joint Venture

Nothing in the Contract shall be deemed to constitute either party as the agent of the other or create a partnership or joint venture between the parties.

20. Variation

Any amendment or variation to the Contract shall be made by prior written agreement between the parties.

21. Severability

The unenforceability of any single provision of the Contract shall not affect any other provision thereof.

22. Whole Contract

The Contract and any appendices and any documents referred to therein constitute the entire understanding between the parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the parties relating thereto.

23. Law

The Contract shall be construed in accordance with the laws of New South Wales, Australia and shall be subject to the exclusive jurisdiction of the courts of that State.