When agreeing to be setup as a supplier to, or sub-contractor of, First Principles Constructors, the Supplier agrees to abide by the following General Terms and Conditions of Trading.
By completing the Supplier onboarding, the employee of the Supplier agrees they have the authority to agree to these General Terms and Conditions.

 

1.1. Where FPC and the Supplier have contracted on a sub-contractor basis, the terms and conditions of the sub-contract shall take precedence over these Terms & Conditions.

1.2. In respect of any other supply to which clause 1.1 is not applicable, the FPC contract (if any), these FPC Terms & Conditions, the FPC Purchase Order (if any), and any special terms agreed between FPC and the Supplier (if any) comprise the entire agreement between FPC and the Supplier.

1.3. If there is a conflict between the terms of any transactional documents between FPC and the Supplier where the supply is not made on a sub-contract basis, the following order of precedence shall apply:

    1.1.1. these FPC Terms & Conditions;
    1.1.2. FPC Purchase Order terms and conditions;
    1.1.3. Supplier quotation terms and conditions; and
    1.1.4. Supplier general terms and conditions.

Alterations or variations to any FPC Contract, FPC Purchase Order, these Terms & Conditions or any other attached drawings or documents shall not be legally binding upon FPC or the Supplier unless agreed in writing by the parties.

3.1. Subject to clause 3.4, invoices received by the end of the month will be paid by the 30th day of the following month, unless amended by specific payment terms stated in the Purchase Order or other contract of supply.

3.2. All invoices must be sent to accounts@fpc.nz for processing and reference the Purchase Order number or other contract of supply reference.

3.3. FPC reserves the right to return to the Supplier any invoices not deemed by FPC to be correctly rendered and retains the right to set off any money payable to the Supplier against any sums owed by the Supplier to FPC.

3.4. If FPC disputes an amount in an invoice, the amount disputed will not become due and payable by FPC until the dispute is resolved.

4.1. If the Supplier fails to provide Goods or Services by the agreed date, FPC shall be entitled to claim from the Supplier and/or deduct from any amount due to the Supplier on this FPC Contract, any other FPC Contract with the Supplier or any other FPC Purchase Order, any direct or indirect costs, expenses, or damages, incurred as a result of the Supplier’s delay (including without limitation any general or liquidated damages claimed against or incurred by FPC).

4.2. Where time is of essence in a Supplier’s performance under a Purchase Order, or other contract of supply, and the provision of the Goods and/or Services will not be met by the agreed date and time specified in the Purchase Order, or other contract of supply, FPC may (without prejudice to any other rights) do whatever FPC deemed necessary to expedite the provision of the Goods and/or Services at the Supplier’s cost. This shall include the right to terminate the sub-contract, Purchase Order or other contract of supply without any compensation to the Supplier.

In the event that goods supplied are not in accordance with the terms, conditions and specifications set out in the Purchase Order, or other contract of supply, FPC reserves the right to reject them, either before or after the time of delivery. Any defective goods must be immediately removed at the Supplier’s cost, and, at FPC’s sole discretion, the Supplier must replace them or give a full refund.

The Supplier must comply with all site instructions, relevant legislation, regulations, codes of practices and government best practice guidelines, including the health and safety policies of FPC and all reasonable requirements of the head contractor or the principal (if not FPC). All relevant health and safety documentation for goods and services supplied must be provided with the delivery documentation, including any material safety data sheets (where applicable) and installation instructions. If the Purchase Order requires the Supplier to carry out any work on site, then the Supplier must complete an FPC health and safety audit questionnaire, provide a copy of its site safety plan, and ensure all staff have been inducted and comply with all site health and safety rules, including consulting and coordinating with any other PCBUs that may be on site.

The price on the Purchase Order or other contract of supply is a fixed price. The price will not be subject to variation and includes all expenses incurred by the Supplier in relation to provision of the Goods and/or Services for 30 days from the date of the Purchase Order or date identified in any other contract of supply, unless expressly agreed by FPC in writing.

Prior to delivering Goods to site or supplying Services, if FPC requests in writing, the Supplier must provide evidence of current insurance cover from a New Zealand-based insurance company on the following basis:

    8.1. Insurance covering the Goods for the purpose of this Purchase Order;
    8.2. Any other insurance required by any applicable law.

9.1. Full title in any Goods supplied by the Supplier shall transfer to FPC at the earlier of delivery to site or any payment being made by FPC. The Supplier must ensure such title is free of all liens, security interests, or other encumbrances prior to transfer.

9.2. Risk in Goods remains with the Supplier until Delivery to FPC.

9.3. If FPC notifies the Supplier in writing that the Goods are not to its satisfaction, the Goods will be held by FPC until the Supplier has collected them from FPC and provided a refund for them, at which time title will revert to the Supplier. Risk in the Goods will revert to the Supplier on the earlier of the Goods being collected by the Supplier, or the refund being provided.

10.1. The Supplier must fully indemnify, and keep indemnified, FPC and its Agents against all claims, demands, proceedings, liabilities, costs, charges and expenses, suffered by FPC or its Agents arising from any act, omission, neglect or fault (including any negligence) of the Supplier, its Agents related to its obligations under this Agreement.

10.2. FPC will not be liable to the Supplier for any indirect or consequential loss or damage suffered by the Supplier as a result of any breach by FPC of its obligations under the Purchase Order or other contract of supply which applies.

10.3. If FPC is liable to the Supplier under or in connection with this Agreement (including in contract, tort, or equity), FPC’s maximum liability to you is limited to $100,000.00.