Purchasing Contract Analysis for National Camper Trailers Pty Ltd

This project involves a thorough examination of a purchasing contract between a seller and National Camper Trailers Pty Ltd. The contract outlines the sale of goods, specifying the terms of sale, including the goods to be sold, purchase price, and payment terms. It also covers delivery of goods, risk of loss, warranties, and title. Key clauses address the seller's disclaimers, inspection procedures, and security interests. Furthermore, the contract details remedies, cancellation rights, and notices. The project also examines the supplier selection process, procurement policies, and code of conduct. The contract includes general provisions such as headings, survival of warranties, assignment, modification, governing law, and the entire agreement. The document is designed to provide a comprehensive understanding of the legal and operational aspects of the purchasing contract, offering insights into supply chain management and business development.

PURCHASING CONTRACT
(the "Agreement") dated this day 20 / 01 / 2019
BETWEEN:
(the 'Seller')
OF THE FIRST PART
-AND-
National Camper Trailers Pty Ltd. of 6 Gumnut Drv. Dandenong South. Victoria 3175
(the 'Purchaser')
OF THE SECOND PART
IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement, the parties to
this Agreement agree as follows:
Sale of Goods
1. The Seller will sell, transfer and deliver to the Purchaser based on individual future orders the following
goods (the 'Goods'):
2.1
2.2
Purchase Price
3. The Purchaser will accept the Goods and pay for the Goods based on individual future orders to be paid
as follows for the life of the contract:
a) down payment of 25% of total order and
b) the remainder of the purchase price by bank draft on net 15 terms within 30 days of delivery
c) Agreed price item 2.1
d) Agreed price item 2.2
4. The Seller and the Purchaser both acknowledge the sufficiency of this consideration. In addition to the
purchase price specified in this Agreement, the amount of any present or future sales, use, excise or similar tax
applicable to the sale of the Goods will be paid by the Purchaser, or alternatively, the Purchaser will provide
the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
5. The Purchaser will make payment for the Goods at the time when, and at the place where, the Goods are
received by the Purchaser or, in the alternative, when any document of title or registrable bill of sale, bearing any
necessary endorsement, is tendered to the Purchaser.
Delivery of Goods
6. The Goods will be delivered to the Purchaser at 6 Gumnut Drv. Dandenong Victoria. The method of
shipment will be within the discretion of the Purchaser. However, the Seller will only be responsible for the
lesser of truck fright or rail freight to the Purchaser.
Risk of Loss
7. Risk of loss will be on the Purchaser from the time of delivery to the carrier. The Purchaser will provide
at its expense insurance on the Goods insuring the Seller's and the Purchaser's interest as they appear, until
payment in full to the Seller.
Warranties
8. THE GOODS ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The
Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in
connection with the sale of the goods. The Seller's above disclaimer of warranties does not, in any way, affect
the terms of any applicable warranties from the manufacturer of the Goods.
National Camper Trailer Pty Ltd is a fictional company created for educational and training purposes only.
Customer Service Charter V:1: June 2016 Page 1 of 3

9. The Purchaser has been given the opportunity to inspect the Goods or have it inspected and the Purchaser
has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition
of the Goods.
Title
10. Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the
Purchaser or, in the alternative, the Seller delivers a document of title or registrable Bill of Sale of the Goods,
bearing any necessary endorsement, to the Purchaser.
Security Interest
11. The Seller retains a security interest in the Goods until paid in full.
Inspection
12. Inspection will be made by the Purchaser at the time and place of delivery.
Claims
13. The Purchaser's failure to give notice of any claim within 10 days from the date of delivery will constitute an
unqualified acceptance of the Goods and a waiver by the Purchaser of all claims with respect to the Goods.
Excuse for Delay or Failure to Perform
14. The Seller will be liable in any way for any delay, non-delivery or default in shipment due to labour
disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes
beyond the control of the Seller or its suppliers.
If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its
control, from delivering the Goods at the time specified or within one month after the date of this Agreement,
then the Purchaser will have the right to terminate this Agreement by notice in writing to the Seller, which notice
will be accompanied by full refund of all sums paid by the Purchaser pursuant to this Agreement.
Remedies
15. The Purchaser's exclusive remedy and the Seller's limit of liability for any and all losses or damages
resulting from defective goods or from any other cause will be for the purchase price of the particular
delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by
the Purchaser.
Cancellation
16. The Seller reserves the right to cancel this Agreement:
a. if the Purchaser fails to pay for any shipment when due;
b. in the event of the Purchaser’s insolvency or bankruptcy; or
c. if the Seller deems that its prospect of payment is impaired.
Notices
17. Any notice to be given or document to be delivered to either the Seller or Purchaser pursuant to this
Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified
below. Any written notice or delivery of documents will have been given, made and received on the day of
delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of
mailing if sent by prepaid registered mail:
SELLER: (Address of Seller)
PURCHASER: 6 Gumnut Drv. Dandenong South. Victoria 3175
National Camper Trailer Pty Ltd is a fictional company created for educational and training purposes only.
Customer Service Charter V:1: June 2016 Page 2 of 3

General Provisions
18. Headings are inserted for the convenience only and are not to be considered when interpreting this
Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and
include the feminine and vice versa.
19. All and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
20. The Purchaser may not assign its right or delegate its performance under this Agreement without the
prior written consent of the Seller, and any attempted assignment or delegation without such consent will be
void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk
involved and would impair the chance of obtaining performance or payment.
21. This Agreement cannot be modified in any way except in writing signed by all the parties to
this Agreement.
22. This Agreement will be governed by and construed in accordance with the laws of the State of
Victoria Australia.
23. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration
panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this
Agreement will remain in full force and effect.
24. This Agreement will inure to the benefit of and be binding upon the Seller and the Purchaser and their
respective successors and assigns.
25. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to
be original signatures.
26. Time is of the essence in this Agreement.
27. This Agreement constitutes the entire agreement between the parties and there are no further items or
provisions, either oral or otherwise. The Purchaser acknowledges that it has not relied upon any representations
of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation
of the subject matter.
IN WITNESS WHERE OF: -
the parties have executed this Purchase Agreement on this 21st day of June, 2015.
Name of Seller
per: Procurement manager
National Camper Trailers Pty Ltd.
per: Marketing manager, National Camper Trailers Pty Ltd.
National Camper Trailer Pty Ltd is a fictional company created for educational and training purposes only.

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