If a Supplier supplies goods/services to the Department, these provisions shall be deemed to apply in the absence of a current specific agreement between the Department and the Supplier.
1. Scope: The Supplier will deliver each good/service ordered by The Department of Corrections (“The Department”) how, when, where and for the prices specified to satisfy The Department’s requirements, and will keep The Department informed of progress. The Department will not be responsible for any goods/services delivered by the Supplier without an official Departmental purchase order first being received by the Supplier, unless the goods/services are purchased with a Departmental purchasing card.
2. Competitive Pricing: The Supplier will supply goods/services at competitive prices. Where Government contracts are available pricing should be in accordance with these contracts. All of the Department’s sites and locations must receive the same pricing.
3. Variations by The Department: The Department may vary any of its requirements for any goods/services prior to delivery by written notice to the Supplier. Fair adjustments will be made to prices and delivery requirements due to variations by The Department, except if the Supplier does not give The Department a written request for an adjustment within five working days after notice of the variation, no increase adjustment will be made.
4. Compliance: The Supplier will ensure that the goods/services are:
(a) designed, manufactured and delivered in compliance with applicable user requirements, specifications and standards and with the samples (if any) provided to The Department;
(b) new and unused on delivery unless specified otherwise by The Department in each case; and
(c) compatible with any systems that they will be used with.
5. Security and Access: The Supplier acknowledges that due to the nature of its operations The Department has special security and access requirements to some of its sites. The Supplier agrees that all of its personnel, agents and subcontractors entering a site:
(a) will be subject to, and must comply with the Corrections Act 2004 and the Corrections Regulations 2005;
(b) must comply with any lawful instruction issued by a prison officer at the site concerning the prison or any prisoner;
(c) display photographic identification at all times while on a site; and
(d) take reasonable precautions to ensure that their vehicles are kept secured at all times while on a Corrections site.
6. Documentation: The Supplier will promptly supply to The Department appropriate documentation and other information for installation, operation and maintenance to enable The Department to properly operate the goods/services and related systems, and provide updates at no cost to The Department as and when they are produced.
7. Training: The Supplier will prior to and for a reasonable period after acceptance train those personnel nominated by The Department so that they can independently operate and maintain the goods/services at no cost to the Department.
8. Standards/quality assurance: The Supplier must itself, and ensure that its representatives:
(a) perform using due diligence, care and skill, using sufficient appropriately trained, qualified, experienced and supervised persons;and
(b) have and comply with appropriate standards and a quality assurance system.
If a standard is not specified, then it will be the best standard in the applicable profession/industry. The Department may observe and review anything being done by anyone in relation to the supply of goods/services.
9. Subcontractors: The Supplier will:
(a) not subcontract in relation to supply under these General Terms and Conditions without The Department's prior approval;
(b) if The Department approves a subcontractor:(i) keep The Department informed about the involvement of subcontractors to the intent that The Department has full transparency of relevant subcontracts; and
(ii) remain liable to The Department for the performance of the subcontractor’s obligations under these terms and conditions.
10. Payment: Payment will be made by The Department to the Supplier by the 20th day of the month following the month in which The Department’s National Procurement Team receive a correct GST tax invoice for the goods/services. Invoices which do not contain The Department’s purchase order number will be returned unpaid to the Supplier.
For accounting system reasons, The Department may issue tax invoices to itself on the Supplier’s behalf and copy the invoice to the Supplier. The Department may set off any amount that is or may become payable by it to the Supplier against any amount that is or may become payable by the Supplier to The Department.
11. Title: Clear title to goods and anything supplied as part of a service and intended to remain with The Department will pass to The Department at the earlier of delivery and any payment by The Department for it.
12. Risk: Every risk to goods/services remains with the Supplier until completion of delivery and acceptance, except when within The Department's possession and control. The Supplier’s representatives and anything involved in delivery and acceptance are provided at the Supplier’s risk and cost.
13. Insurance: The Supplier, at its cost, must have and maintain insurance cover in respect of its obligations under these General Terms and Conditions for so long as it supplies goods/services to the Department.
14. General warranties: The Supplier warrants to The Department that:
(a) each good supplied by the Supplier will be appropriately packaged, packed and securely stored until completion of delivery and installation (if applicable) to minimise damage, deterioration and theft;
(b) where applicable, each good will be properly installed and integrated into, will be compatible with and will not damage, The Department's relevant systems and other property;
(c) despite anything said or done by The Department, each good supplied by the Supplier will for the specified warranty periods, or to the extent not specified for at least 12 months from the later of the date of acceptance and the date of commencement of being in service with The Department:(i) be fit for the use and purpose contemplated; and
(ii) be free from any defect (including any latent defect) in design, materials and workmanship.(d) if any good contains any ozone depleting or hazardous substance or is dangerous, all packaging and that good will be marked with a prominent warning and a Material Safety Data Sheet provided;
(e) no material form of inducement or reward has been or will be directly or indirectly provided to any of The Department's representatives, agents or staff; and
(f) the Supplier legally owns or is otherwise authorised to sell goods being supplied to the Department, and the supply of any services or the provision of any licence to the Department will not breach the intellectual property rights of any third party
These are additional to any other warranties or guarantees given by the Supplier or implied by custom or law. The Supplier will, to the extent possible, pass on to The Department the benefit of any warranty or guarantee received from any other person in respect of goods/services supplied, to the intent that The Department may have recourse against those persons through the Supplier for a breach of any warranty or guarantee.
15. Warranty claims: The Supplier will promptly remedy each warranty claim to The Department's satisfaction. Warranties start again for the remaining period of supply on completion of remedying each defect. If the Supplier fails to promptly remedy a warranty claim, or if The Department determines that an urgent or other situation so justifies, The Department may carry out, or procure the carrying out of, anything required to remedy the defect and recover the cost of doing so from the Supplier.
16. Compliance with laws/authorisations: The Supplier:
(a) will ensure it, and anything it supplies, complies with all New Zealand, and each relevant jurisdiction's applicable laws, codes and standards; and
(b) is responsible for ensuring that every necessary and prudent authorisation is obtained to ensure that it can comply with these General Terms and Conditions and The Department can at all times own (where intended) and freely possess, use, modify and resell unrestricted, each good and result of each service supplied by the Supplier without infringing any third party rights.
17. Failure by Supplier: If the Supplier:
(a) breaches, or fails to properly or promptly perform, any of its obligations and fails to remedy the situation to The Department’s satisfaction within five working days after notice from The Department of the breach or failure;
(b) is or becomes insolvent or bankrupt, is in or goes into receivership or liquidation; or
(c) has a conflict of interest with The Department’s interests which The Department considers sufficiently inappropriate; then The Department may:
(d) withhold any payment due to the Supplier until the matter is resolved to The Department’s satisfaction; and/or
(e) suspend or cancel (in whole or in part) these General Terms and Conditions by written notice to the Supplier; and/or
(f) have the requirement met by its own personnel or anyone else at the Supplier’s cost.
18. Supplier indemnity: The Supplier will indemnify The Department and its representatives for any damage, loss or cost (including legal and lawyer/client costs) to The Department or its representatives or any other person, and will defend The Department and its representatives from any claim or proceedings against The Department or its representatives, to the extent caused or contributed to by the Supplier or any of its representatives, visitors or property in relation to its obligations under these General Terms and Conditions.
19. Liability limitation: To the extent allowed by law, The Department will not be liable (in contract or tort, including negligence, or otherwise) to the Supplier for any indirect damage, loss (including loss of profits or business or consequential loss) or cost caused or contributed to by The Department, any of its representatives or visitors in relation to the supply of goods/services under these General Terms and Conditions.
20. Force majeure: A party is not liable for any failure or delay in performing an obligation if it is due to a cause reasonably beyond the control of that party and that party has used its best endeavours to perform on time despite the cause.
21. Property removal and intellectual property:
(i) Any of the Supplier’s property not removed from any Departmental property by when reasonably required may be relocated, stored or disposed of by The Department at the Supplier’s risk and cost.
(ii) Ownership of any intellectual property created by the Supplier in supplying goods/services under these General Terms and Conditions will automatically vest in the Department.
22. Confidentiality: The Supplier will keep confidential and secure, and not misuse, any Departmental information which would reasonably be expected to be proprietary, commercially sensitive or confidential. Disclosure and use of information to the extent required by law, or to the extent necessary to perform these General Terms and Conditions are allowed. The Supplier agrees that it will not make any public statement relating to its role as a Supplier to The Department without the prior written consent of The Department.
23. Maintain records: Each party will produce and retain records which enable prompt and accurate verification of a matter in respect of the supply of goods/services under these General Terms and Conditions.
24. Official Information Act: The Supplier acknowledges that The Department is subject to the Official Information Act 1982. The Supplier agrees to cooperate fully in providing The Department any documents or other information which The Department is required to provide pursuant to a request made under this Act, or pursuant to questions raised in Parliament or in Select Committee concerning a supply of goods/services made under these General Terms and Conditions
25. No assignment: The Supplier may not assign any of its benefits or burdens in respect of these General Terms and Conditions without The Department’s prior written consent.
26. Disputes: If a party believes that there is a dispute in respect of these General Terms and Conditions, it will promptly notify the other party in writing giving details of the dispute. If the dispute is not resolved within ten working days by the parties, the dispute will be submitted to mediation in Wellington if requested by The Department. The costs of any mediation will be shared equally by the parties.
27. Relationships: Nothing in this document creates or evidences any legal partnership, joint venture, agency or employer/employee relationship between the parties.
28. Waiver: No delay or failure to act is a waiver. No waiver is effective unless it is in writing. A waiver of a breach is not a waiver of any other breach.
29. UN Convention excluded: The United Nations Convention on Contracts for the International Sale of Goods does not apply
30. Governing law: New Zealand law governs. New Zealand courts have non-exclusive jurisdiction.
31. Interpretation: Unless the context otherwise requires or it is specifically otherwise stated:
(a) every right, power and remedy of a party remains unrestricted and may be exercised without prejudice to each other at any time;
(b) if the Supplier comprises more than one person, each of those person’s liability to The Department is joint and several;
(c) references to a party or a person include any form of entity and their respective successors, assigns and representatives;
(d) amounts are in New Zealand dollars;
(e) time is of the essence; and
(f) references to legislation include references to that legislation as amended or substituted.
32. Entire terms and conditions: This document records the entire terms and conditions for the supply of goods/services to the Department, and prevails over any earlier terms and conditions or agreement, concerning the supply of the goods/services.
33. Validity: These General Terms and Conditions of Supply are valid as at 1 December 2005, but are subject to amendment by the Department at any time. Current Terms and Conditions are posted on this website.
34. Communication with The Department: Communication with The Department in respect of these General Terms and Conditions, or in respect of supply of goods/services under these General Terms and Conditions must be directed to: