Our purchasing terms and conditions set out the general terms that apply when supplying goods and services to QUT.

They constitute a contract between QUT and a supplier. Any queries regarding contract terms should be directed to QUT's Strategic Procurement team at in the first instance.

  1. Definitions

    In this Purchase Contract:

    Business Day means a day which is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

    Business Requirements mean the technical, functional and performance specifications (as applicable) that the Deliverables must meet, as prepared by the Supplier, original equipment manufacturer or QUT as the case may be.

    Claim means a claim, action, demand, damage, loss, liability, cost, charge, expense (including legal costs on a full indemnity basis), outgoing, fine or payment.

    Confidential Information in relation to a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence.

    Consequential Loss means any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profits, loss of reputation, loss of goodwill, damages for lost opportunity or any indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party. .

    Controlled Items and Services means the export, import and use of items and services that are subject to regulation of export from their country of origin or import into Australia, including without limitation items and services regulated by the Defence and Strategic Goods List (DSGL), US Munitions List (USML), US Commerce Control List (CCL), International Traffic in Arms Regulation (ITAR) and Export Administration Regulations (EAR).

    Deliverable means any goods or services to be supplied or performed by the Supplier as detailed in the quotation and/or set out in the Order and includes all materials, documents, information and items developed by or on behalf of the Supplier or its Personnel in the course of or in connection with the supply in any form whatsoever (including electronic form) and includes all inventions, software, databases, models, drawings, plans, artwork, designs, logos, reports, advices, proposals and records.

    Delivery Date means the date(s) specified in the Purchase Contract.

    Delivery Point means the place specified in the Order.

    Dispute has the meaning given in clause 18.

    Encumbrance means any interest in or right over property and anything which would at any time prevent, restrict or delay the registration of any interest in or dealing with property including a Security Interest (as that term is defined in the Personal Property Securities Act 2009 (Cth)).

    Fees mean the amount specified in the Order.

    Force Majeure means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic and pandemic (including events related to the SARS-CoV-2 virus and COVID-19 disease), quarantine restriction, and acts (including laws, regulations, disapprovals or failures to approve) of any statutory authority.

    GST and GST Law have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

    Insolvency Event means, to the extent permitted by Law, the occurrence of any event of insolvency including a winding up application being made and not withdrawn within 21 days, a failure to comply with a statutory demand, the appointment of a provisional liquidator or administrator, the entering into of

    an arrangement with creditors, a voluntary winding up other than for the purpose of a bona fide corporate reconstruction, any inability to pay debts as and when they fall due, any admission of insolvency, any court order relating to any of the above or anything which occurs under the law of any jurisdiction which has a similar effect to any of the above.

    Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of the Purchase Contract, and whether in Australia or otherwise.

    Law means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or a local government, and includes the common law and equity, and any mandatory standards or industry codes of conduct.

    Modern Slavery has the same meaning as it has in the Modern Slavery Act 2018 (Cth) and may include forced labour, servitude, exploitation, debt bondage and /or trafficking of people or organs.

    Order means an order issued by QUT in a form suitable to QUT in its absolute discretion and may include a QUT Purchase Order.

    Personal Information means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in material form or not, about an individual whose identity is apparent, or can be reasonably ascertained, from the information or opinion.

    Personnel means a party’s officers, employees, agents, consultants, contractors and subcontractors.

    Pre-Existing Materials means all materials, documents, information and items developed by or on behalf of the Supplier or QUT independently of this Purchase Contract.

    Purchase Order means an official order issued from the QUT finance system which contains a Purchase Order reference number.

    Purchase Contract has the meaning given in clause 3.

    QUT means Queensland University of Technology (ABN 83 791 724 622).

    RFQ means a ‘request for quote’ by QUT in any form.

    Specifications mean the technical, functional and performance specifications (as applicable) that the Deliverables must meet, as prepared by the Supplier, original equipment manufacturer or QUT as the case may be.

    Substitute Party means a party to the contract who replaces an original party under a novation agreement.

    Supplier means the entity specified in the Order or who receives the Order.

    Term means the period of a Purchase Contract as described in clause 5.

    Work Health and Safety Legislation means legislation that includes but is not limited to:

    1. Work Health and Safety Act 2011 (Qld);
    2. Electrical Safety Act 2002 (Qld); and
    3. Heavy Vehicle National Law.
  2. General

    1. These Purchasing Terms and Conditions apply to the order for Deliverables placed by the Queensland University of Technology (“QUT”) as described in the attached Order (“Order”).
    2. No amendments to these Terms and Conditions will be binding on the parties unless approved in writing by the QUT staff member with the actual delegated authority to approve any such amendments.
    3. QUT will not be liable for purchases that cost over $5,000 supplied without an official Purchase Order.
  3. Evidence of Contract

    1. The Purchase Contract between QUT and the Supplier is constituted by the following documents:
      1. Order;
      2. QUT Acceptance (if applicable);
      3. QUT RFQ (if applicable);
      4. Purchasing Terms and Conditions;
      5. Any document incorporated by reference in the Order;
      6. Quotation by Supplier.
    2. Where there arises any inconsistency or ambiguity between provisions in the different documents which constitute the Contract, the order of precedence to resolve the inconsistency or ambiguity shall be from document (a) to (c) in Clause 3.1.
    3. No other terms or conditions apply to this Purchase Contract under any circumstances except where:
      1. QUT first provides its agreement in writing; or
      2. the terms of a separate agreement between the parties, whether entered into before or after the Order was issued, apply to this Contract. For the avoidance of doubt, the parties acknowledge and agree that the terms of that separate agreement prevail to the extent of any inconsistency with the terms of this Purchase Contract.
    4. The Supplier is taken to have accepted the Purchase Contract if it notifies QUT that it accepts the Order or takes any meaningful steps towards supplying or delivering the Deliverables described in the Order or Contract. For the avoidance of doubt, the Supplier issuing an invoice to QUT is constituted as acceptance of the Order terms and conditions and any alternate terms and conditions stated on the invoice are not accepted by QUT unless notified in writing
  4. Issuing Orders

    1. The Supplier acknowledges and agrees that the Purchase Contract does not confer any exclusive rights to the Supplier to provide the Deliverables to QUT during the Term.
    2. QUT may amend, cancel or suspend the Purchase Contract, at any time before delivery of the Deliverables by notice in writing to the Supplier however if the Supplier has already incurred expense in arranging for the order or delivery of the Goods and/or Services, QUT agrees to pay the Supplier’s reasonable costs incurred.
  5. Term

    1. The Purchase Contract commences at the time agreed by the parties or otherwise when clause 3.1 is satisfied and continues until:
      1. the date specified in the Order; or
      2. if no end date is specified, once the Deliverables have been provided in accordance with the Purchase
      3. Contract; or
      4. The Purchase Contract is terminated in accordance with the terms and conditions of this Purchase Contract.
    2. Notwithstanding clause 5.1, any warranty given by the supplier in relation to this Purchase Contract will continue to be in effect until any applicable warranty period has expired.
  6. Warranties

    1. The Supplier warrants the Deliverables will:
      1. be supplied to the best of the Supplier’s knowledge and expertise and using the standards of relevant skill, care and diligence as expected from a qualified and competent supplier of such goods and/or services.
      2. be supplied in accordance with any dates stated in the Order;
      3. accord with the requirements of the Purchase Contract;
      4. perform in accordance with the Specifications;
      5. be free from harmful code and defects in design, materials and workmanship;
      6. unless otherwise expressly agreed in writing, be new and not previously installed other than for testing;
      7. be of acceptable quality, and correct, complete and not misleading;
      8. be fit and proper for their usual purpose;
      9. conforms to any sample supplied by the Supplier;
      10. be accompanied by all relevant, accurate and up to date information (e.g. instructions, warranties, product descriptions) ;
      11. in the case of goods, be packaged, stored, handled and transported in an manner which ensures:
        1. safe delivery to the delivery point; and
        2. protection from corrosion, deterioration and physical damage.
      12. in the case of services, provided by individuals with the necessary and appropriate qualifications, experience, skill, knowledge, expertise and competence.
      13. be free from all encumbrances or adverse interests;
      14. comply with all applicable Queensland and Commonwealth laws, legal requirements, regulations, codes and statutes; and .
      15. Unless the Specification states otherwise, be supplied in accordance with Australian Standards where such exist. Where an Australian Standard does not exist the relevant ISO Standard shall apply.
      16. will immediately notify QUT in writing if during or after the Term it becomes aware of any Controlled Items and Services in connection with the supply of any Goods, Equipment, Deliverables and/or Services under this Purchase Contract and take all necessary steps to obey relevant Laws in relation to those Items and Services.
      17. The Supplier must, at no additional charge and without prejudice to any other rights or remedies of QUT, rectify or replace any Deliverables that do not comply with any of the applicable warranties to QUT’s reasonable satisfaction as soon as practicable after notification of non-compliance.
      18. The Supplier warrants that it will declare any conflict of interest prior to providing any Deliverables to QUT or, where Deliverables are already being provided, as soon as such a conflict comes to the attention of the Supplier.
    2. The Supplier warrants that it has the power, authority, capacity and contractual arrangements to lawfully perform and comply with this Purchase Contract, and that all actions necessary for the authorisation, execution and performance of this Purchase Contract have been duly taken.
    3. The Supplier must notify QUT of anything that happens, or may happen, that has the potential to affect any of the warranties in this Purchase Contract, or the Supplier’s ability to perform its obligations under this Purchase Contract.
    4. The Supplier must take all reasonable steps to identify, assess and promptly address risks of Modern Slavey practice in the operations and supply chains used in the provision of the goods, services, deliverables or works. If Modern Slavery is identified by the Supplier over the course of the Purchase Contract it must be notified immediately to QUT in writing.
  7. Delivery requirements

    1. The Supplier must supply the Deliverables to the Delivery Point on the Delivery Date in accordance with the Purchase Contract, or as QUT may otherwise reasonably authorise or direct.
    2. Time is of the essence for the completion and delivery of the Deliverables by the Supplier.
    3. If the Supplier foresees any delay in performance of the Purchase Contract, it must advise QUT in writing immediately. Subject to clause 22, such notification shall not release the Supplier from its obligation to supply the Deliverables by the due date or from any other obligation under the Purchase Contract, unless the Principal agrees in writing.
  8. Testing

    1. Deliverables are subject to QUT’s inspection and approval within a reasonable time after delivery.
    2. If QUT rejects Deliverables that are goods, the Supplier must, at its cost, promptly collect and remove the rejected Deliverables or QUT may return the Deliverables to the Supplier at the Supplier’s expense.
  9. Title and risk

    1. Title to the Deliverables passes to QUT upon the earlier of delivery or the payment of the Fees by QUT.
    2. The Deliverables will be at the risk of the Supplier until the Deliverables are delivered to QUT.
    3. The passing of ownership or the delivery of the Deliverables to QUT does not constitute acceptance and does not affect QUT’s rights to reject the Deliverables under clause 8.
  10. Invoicing and payment

    1. The Fees are inclusive of all taxes (except GST) costs and expenses incurred by the Supplier including any superannuation guarantee that may be payable, and no further amounts are payable by QUT unless otherwise agreed in writing by the parties.
    2. Subject to clauses 4.2, 6.2, 8.2 and 11, QUT will pay via electronic funds transfer only any correctly rendered undisputed invoice issued by the Supplier within 30 days from the date of receipt of that invoice.
    3. An invoice is correctly rendered if it:
      1. is a valid tax invoice in accordance with the GST Law;
      2. specifies a correctly calculated amount;
      3. specifies the Delivery Date;
      4. if applicable, states the Purchase Order number;
      5. is set out in a way that allows QUT to ascertain the Deliverables and the amount payable in relation to those Deliverables;
      6. is accompanied by verifying documentation, if required by QUT; and
      7. is addressed and delivered to the correct party.
    4. Unless otherwise stipulated, prices are exclusive of GST and include the cost of packaging and delivery.
    5. QUT will pay any GST applicable on the understanding that the prices quoted are exclusive of GST, that GST was quoted separately and that the supplier will issue a Tax invoice with the GST amount stated separately.
    6. If any part of any invoice is found to have been rendered incorrectly after payment has been made by QUT, then to the extent that it has been incorrectly rendered, any underpayment or overpayment will be recoverable by or from the Supplier, as the case may be.
    7. Without limiting recourse to other available means, any overpayments by QUT may be offset against any amount subsequently due by QUT to the Supplier.
  11. Disputed invoices

    1. If QUT disputes the amount of any invoice, QUT may, on written notice to the Supplier, withhold or suspend payment of any disputed part of the invoice until the dispute is resolved.
    2. The Supplier must continue to perform the Supplier’s obligations under the Purchase Contract in the event of a dispute about an invoice, while that dispute is resolved.
    3. QUT must:
      1. pay any non-disputed amounts in accordance with the Purchase Contract; and
      2. promptly pay any disputed amounts that are subsequently found to be correctly payable.
  12. Intellectual Property Rights

    1. Pre-Existing Material
      1. No change in ownership of the Intellectual Property Rights in any Pre-Existing Materials is effected by this Purchase Contract.
      2. The Supplier grants to QUT a world-wide, non- exclusive, royalty free, perpetual, irrevocable and transferable licence (including a right of sub- licence) to use the Intellectual Property Rights in the Supplier’s Pre-Existing Materials to the extent required to take the benefit of / use the Deliverables.
      3. QUT grants to the Supplier a personal, royalty free, non-exclusive, non-transferrable licence for the Term to use QUT’s Pre-Existing Materials only to the extent required to provide the Deliverables to QUT, without the right to grant a further sub-licence.
      4. The Supplier must ensure that any third party Intellectual Property Rights in the Deliverables are supplied to QUT on terms and conditions no less favourable than as set out in clause 12.1(b).
      5. Deliverables
        1. The Supplier absolutely and unconditionally assigns, and must procure that Supplier’s Personnel assign, to QUT all Intellectual Property Rights in any Deliverables immediately upon creation, free of all Encumbrances and third party rights.
        2. The Supplier must, at its own cost, do all things necessary to give effect to the assignment in clause 12.2 (a) including executing any required documents or effecting any required registrations.
  13. Confidentiality

    1. Each party and its Personnel must not disclose Confidential Information of the other party without the first party’s prior written consent, unless such disclosure is required by Law or a stock exchange.
    2. Each party must only use the Confidential Information of the other party for the purpose for which it was disclosed in connection with the Purchase Contract.
  14. Privacy

    1. If the Supplier collects or has access to Personal Information in order to provide the Deliverables, the Supplier must comply with Parts 1 and 3 of Chapter 2 of the Information Privacy Act 2009 (Qld) in relation to the discharge of its obligations under the Purchase Contract, as if the Supplier was QUT.
    2. Nothing in this clause 14 is intended to limit any obligation of the Supplier under the Privacy Act 1988(Cth) or the Information Privacy Act 2009 (Qld) (as applicable), that the Supplier may have as an organisation with respect to Personal Information.
  15. Indemnity

    1. The Supplier indemnifies QUT and its Personnel from and against any Claim QUT or its Personnel suffers or incurs arising out of or in connection with the supply of the Deliverables including:
      1. any breach of the Purchase Contract by the Supplier or its Personnel;
      2. the death or personal injury of any person;
      3. loss of, or damage to, any tangible property;
      4. any breach of Law;
      5. any infringement, or alleged infringement, of a third party’s rights (including Intellectual Property Rights); and
      6. any act or omission of fraud, dishonesty, reckless or wilful misconduct or misrepresentation,
      to the extent caused or contributed to by any act or omission of the Supplier or its Personnel.
  16. Limitation of liability

    1. Neither party will be liable to the other party for any Consequential Loss suffered or incurred by the other party arising out of or in connection with this Purchase Contract, whether arising under contract, in tort (including negligence) or otherwise.
  17. Insurance

    1. Unless otherwise agreed in writing by QUT, the Supplier must effect and maintain in a form appropriate to the Supplier’s activities the following insurances:
      1. public liability: $20 million any one occurrence until expiration or termination of the contract;
      2. product liability :$20 million in aggregate annually until expiration or termination of the contract;
      3. professional indemnity: $10 million any one claim and in the annual aggregate to be maintained for not less than 3 years after the Purchase Contract is expired or terminated; and
      4. workers’ compensation: as required by Law.
      5. The Supplier must provide, on QUT’s request, certificates of currency and such other evidence satisfactory to QUT of insurance coverage specified in this clause 17.
  18. Dispute resolution

    1. If a dispute of any kind arises out of or in connection with this Purchase Contract, or any alleged breach of this Purchase Contract, , a party to the dispute may not, subject to the provisions of the following clause, commence any court proceedings relating to the dispute without first giving a written notice of dispute to the other party. The notice of dispute must specify the nature of the dispute and the steps that may be taken to resolve it.
    2. The preceding clause does not prevent a party to a dispute applying to a court for urgent interlocutory relief.
    3. On receipt of a notice of dispute, appropriately authorised representatives of the parties must endeavor in good faith to resolve the dispute expeditiously by meeting at a mutually agreed time and location within five (5) business days.
    4. If the dispute is not resolved at the meeting pursuant to clause 18.3 the parties may agree to mediate the dispute.
    5. If the parties fail to agree how to mediate the dispute within 14 days of the service of the notice of dispute, then the mediation will be conducted by the Australian Disputes Centre Limited in accordance with the mediation guidelines it administers from time to time.
    6. If the parties do not agree to mediate the dispute within 14 business days from the date of the dispute notice in accordance with clause 18.5, then court proceedings may be commenced by either party.
  19. Termination

    1. QUT may terminate the Purchase Contract immediately upon written notice to the Supplier, if:
      1. the Supplier breaches any obligation under the Purchase Contract which is capable of remedy, and does not remedy that breach within 5 business days of receipt of a notice from QUT specifying the breach and requiring it to be remedied; or
      2. (b)the Supplier commits a breach of the Purchase Contract which is incapable of remedy;
      3. (c)the Supplier does anything that materially damages, or is likely to materially damage, the brand or reputation of QUT;
      4. (d)the Supplier or any of its Personnel commit any act of fraud or dishonesty in relation to the Purchase Contract; or
      5. (e)an Insolvency Event occurs in relation to the Supplier.
      6. Upon termination or expiry, the Supplier must, at its own cost, provide all reasonable assistance necessary to enable the transfer of QUT’s property and all related data, documentation and records to QUT or a third party nominated by QUT.
      7. Clauses 6.2, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19.2 and 19.3survive termination or expiry of the Purchase Contract.
  20. Media

    1. The Supplier must not, and must ensure that its employees, agents and approved subcontractors must not, issue any advertisement, information, publication, document or article for publication concerning QUT or the Purchase Contract, in any media (including social media), without the prior written approval of QUT. The Supplier must refer all media enquiries concerning the Purchase Contract to QUT.
    2. The Supplier will not use QUT’s name, logo, trademark or any other promotional material of QUT without QUT’s prior written permission.
  21. Right to information and disclosure

    1. The Right to Information Act 2009 (Qld) requires that documents be disclosed upon request, unless the documents are exempt or on balance, disclosure is contrary to the public interest.
    2. Information contained in this Purchase Contract is potentially subject to disclosure to third parties.
    3. If disclosure under the Right to Information Act 2009 (Qld), and/or general disclosure of this Purchase Contact in whole or in part, would be of concern to the Supplier, because it would disclose trade secrets, information of commercial value, the purpose or results of research or other information of a confidential nature, the Supplier should indicate this to QUT. However, QUT cannot guarantee that any information provided by the Supplier including information that is identified by the Supplier will be protected from disclosure.
    4. Despite any other provision in this Purchase Contract, if the total value of the goods and/or services is $10,000 or more QUT is required to publish general details of the Purchase Contract including the overall price and a description of the goods.
    5. These details will be published as required to comply with the Queensland Procurement Policy.

  22. Variations

    1. QUT may by written notice to the Supplier request the Supplier to vary the scope of the goods, services or deliverables to be supplied under this Purchase Contract.
    2. Within 5 Business Days of receiving a Variation Notice, the Supplier will provide to QUT a reasonable written quotation which details the variation request by QUT, any proposed variation to the Fees and all relevant Specifications, time frames and operational requirements.
    3. QUT is not required to pay any additional Fees unless and until QUT accepts the quotation provided by the Supplier writing.
  23. Force Majeure

    1. A party will not be entitled to exercise its rights or remedies upon the default of the other party to the Purchase Contract (whether at common law or pursuant to the Purchase Contract) if that default is caused by Force Majeure provided all parties take reasonable steps to mitigate the effects of the default.
    2. Without limitation, where the event of Force Majeure continues for a period of more than 14 days, either party may terminate the Purchase Contract by giving written notice to the other party.
  24. Work Health and Safety

    1. Without limiting in any way the generality of the foregoing, the Supplier agrees to comply with the provisions of Queensland and Commonwealth Work Health and Safety Legislation and all associated regulations (as amended from time to time) and will ensure that its Personnel will comply with the relevant legislation and all regulations, improvement notices, prohibition notices and codes of practice issued thereunder and having application to the Purchase Contract.
    2. The Supplier acknowledges that QUT has duties imposed upon them by Queensland and Commonwealth Work, Health and Safety Legislation and as such relevant QUT personnel have the right:
      1. to ensure that the Supplier and its Personnel comply with relevant Work, Health and Safety Legislation;
      2. to inspect safety measures and documentation;
      3. require a mandatory induction and/or training; and
      4. to interrupt or suspend the supply of the Goods or Services if safety standards are violated.
    3. This clause 24 in no way limits the Supplier’s obligation to comply with its duties under Commonwealth and State Work, Health and Safety Legislation.
    4. QUT may provide its contracting work, health and safety policies and may provide other work, health and safety documents to the Supplier who must acknowledge that they have been provided with and have read and understand such policies and documents. The Supplier also undertakes to ensure that such policies and documents (as amended from time to time) will be brought to the attention of the Supplier’s personnel.
    5. The Supplier agrees to notify QUT of any incident or accident occurring on or in relation to QUT’s premises or arising from the undertaking of the Purchase Contract including those involving the public as soon as practicable.
    6. The Supplier must at all times comply with its obligations under the Work Health and Safety Act 2011 (Qld), Heavy Vehicle National Law or any equivalent legislation, and nothing in this clause 24 shall be taken to exclude, restrict or modify any obligation the Supplier may have under that legislation.
    7. The Supplier will comply with any applicable Industry Code of Practice or have standards and procedures in place that provides a standard of safety or protection that is equivalent to or higher than the standard required in the Industry Code of Practice.
  25. Other

    1. Notices, approvals, consents or other communications in connection with the Purchase Contract must be in writing and sent by prepaid post or email to the party's address as specified in the Order or otherwise advised in writing from time to time. Notices to QUT should be addressed to “Strategic Procurement” at the postal address shown on the Order.
    2. Unless otherwise agreed in writing, the Supplier will not subcontract its obligations under the Purchase Contract without QUT’s prior written consent.
    3. The Supplier must not assign any of its rights under the Purchase Contract without QUT’s prior written consent.
    4. QUT may, on reasonable notice to the Supplier, assign its rights under this Purchase Contract to another party without the approval of the Supplier.
    5. This Purchase Contract must not be novated without the parties and the Substitute Party entering into a novation agreement transferring the rights and obligations under the Purchase Contract to the Substitute Party.
    6. Nothing in the Purchase Contract gives rise to any relationship of agency, partnership, employment or otherwise between the parties.
    7. The Supplier must permit QUT and its auditors access, on reasonable notice and during business hours on Business Days, to all records, books, staff, premises and other facilities of the Supplier in connection with any audit of the Supplier’s performance of this Purchase Contract, including for the purpose of verifying any Fees and other amounts paid or payable under this Purchase Contract.
    8. QUT may by notice in writing to the Supplier reduce any Fees or other charges or costs payable to the Supplier under the Purchase Contract by any fee, credit, rebate or other amount which is payable to QUT under or in connection with the Purchase Contract.
    9. Subject to clause 3, the Purchase Contract constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter. The parties irrevocably agree that, subject to clause 3, any other terms or conditions that may be annexed to or otherwise incorporated into any invoice, delivery document or other document exchanged between the parties in connection with the Purchase Contract do not apply to the supply of the Deliverables by the Supplier to QUT.
    10. Any term of this Purchase Contract which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this Purchase Contract is not affected to the extent permitted by law..
    11. Each party must promptly do whatever any other party reasonably requires of it to give effect to the Purchase Contract and to perform its obligations under the Purchase Contract.
    12. No waiver of a right or remedy under the Purchase Contract is effective unless it is in writing and signed by the party granting it.
    13. No variation of the Purchase Contract is effective unless made in writing.
    14. The Purchase Contract is governed by the laws of Queensland and each party submits to the exclusive jurisdiction of the courts of Queensland.

Version 2, effective 23 July 2021