The Purchase Order Terms and Conditions together with its purchase order(s) (the “Order(s)”), user manuals, instructions, training materials, system manuals, specifications and all other Seller materials that describe the Products or Services (collectively, “PO”) is between the Affiliate purchasing Products or Services as identified on an Order   (“Thomson Reuters”) and the supplier of Products or Services (“Seller”).

  1. Definitions.   "Affiliate" means any business entity that, from time to time, directly or indirectly controls, is controlled by, or is under common control with Thomson Reuters Corporation or that is a successor (including, without limitation, by change of name, dissolution, merger, consolidation, reorganization, sale, or other disposition) to any such business entity or its business and assets.  "Products" means the equipment, materials, and other goods obtained by Thomson Reuters from Seller, as identified in an Order.  “Services” means the services that are provided by Seller including, without limitation, training, installation, configuration, and maintenance and support, as identified in an Order.
  2. Orders.  Thomson Reuters may procure Products and Services from Seller by issuing an Order to Seller, and Seller shall provide such Products and Services as set forth in the Order.  Time is of the essence in the performance of this PO.  Seller shall be deemed to have indicated acceptance of an Order and this PO by commencement of performance hereunder.  No changes by Seller to an Order, including adjustment of the price, quantity, or the delivery or installation dates, or any other term, will be effective unless authorized by Thomson Reuters in writing.  Seller may not make Product substitutions or overshipments without Thomson Reuters’ prior written authorization.  Thomson Reuters may from time to time request reasonable changes in the scope of the Order, including but not limited to, Thomson Reuters’ requirements, quantities, delivery schedules, testing protocol or destination. Seller shall implement such changes unless materially burdensome to Seller; the applicable Order will be amended to accommodate such changes.
  3. Delivery of Products.  Unless otherwise requested or authorized by Thomson Reuters on or before the delivery date, Seller shall fulfill the Order in one lot.  Seller shall include in its shipment all user manuals, manufacturer warranties, or other materials, if such materials exist, that the Product manufacturer intended to remain with the Products.  Seller must identify all shipments, shipping papers, invoices, and correspondence with the order number and an itemized Product and Services list.  Shipping terms are D.D.P. Destination, unless otherwise specified on an order (INCOTERMS 2000).  If applicable, Seller will add only actual freight costs to its invoice to Thomson Reuters. 
  4. Returns. Thomson Reuters may return Products to Seller within six months of Thomson Reuters’ Product receipt and receive a full refund, except that the Products must be in their original packing and in condition for resale as new; Products that are custom or obsolete are not returnable except in the case of a defective Product.  For all permitted returns, Thomson Reuters shall notify Seller of its intent to return Products and within 24 hours of Thomson Reuters’ notification, Seller will assign and provide to Thomson Reuters, a Return Materials Authorization (“RMA”) number.  If the return is due to Thomson Reuters’ error, the shipping terms for the returned Products are D.D.U. Destination (INCOTERMS 2000).  The shipping terms for all other Product returns are E.X.W. Origination (INCOTERMS 2000).
  5. Compliance with Thomson Reuters Procedures; Insurance.  If the Services are performed at a Thomson Reuters location, Seller’s personnel will observe and comply with Thomson Reuters’ security procedures, rules, regulations, and policies (as updated from time to time) and Seller will use its best efforts to minimize any disruption to Thomson Reuters’ normal business operations at all times. Seller shall maintain, at its sole cost and expense, insurance sufficient to cover all damages, liabilities and obligations arising from or related to the PO. 
  6. Environmental, Health and Safety Laws.  For all potentially hazardous Products and/or Services, the Seller shall submit information to Thomson Reuters’ Risk Management department, which shall at a minimum provide the information necessary to comply with the environmental, and occupational health and safety laws applicable in the jurisdiction for which the Product or Service is intended.
  7. Pricing.  Prices shall be as specified in the related Order.  Seller shall promptly inform Thomson Reuters of all quantity and other discounts, price reductions, and promotions available from Seller for which Thomson Reuters is or may become eligible.  Unless otherwise specifically permitted in this PO, there is no additional charge to Thomson Reuters for Seller to perform its obligations or for Thomson Reuters to exercise its rights under this PO. 
  8. Invoicing; Payment; Taxes.  Seller will invoice Thomson Reuters following its shipment of the Products or its performance of the Services.   Thomson Reuters’ payment terms on undisputed invoices are 50 days from the date of invoice.  Notwithstanding the foregoing, all claims for money due or to become due to Seller from Thomson Reuters shall be subject to deduction by Thomson Reuters for any setoff or counterclaim arising out of the PO.  Thomson Reuters is entitled to make payments to Seller via any Thomson Reuters-designated procurement card, company cheque, or Electronic Funds Transfer (“EFT”).   Prices do not include any value-added, sales, use, excise, transaction, or other similar taxes.  If such taxes are applicable, Seller will separately state them on the invoice. All invoices must be a tax invoice in accordance with the applicable tax legislation. Thomson Reuters has no obligation to pay any taxes or fees that are based on Seller’s net income.  If any undisputed invoices remain unpaid after the due date for payment, the Seller’s sole remedy shall be to charge interest at the annual rate of 2% above the 90 day bank bill swap reference rate applicable at the time of the default (source: Bloomberg) as quoted in the Australian Financial Review on the first business day following the due date (or some equivalent rate if quotation or the rate ceases), such interest to accrue on a monthly basis.
  9. Warranties.  Seller represents, warrants and undertakes to Thomson Reuters that: (a) it is an entity validly existing under applicable laws; (b) it has all necessary right, title, license and authority to enter into the PO and to perform all its obligations hereunder; (c) Seller’s performance of all its obligations hereunder does not violate any applicable law, statute, regulation or ordinance; (d) no third party intellectual property rights are violated by Seller performance of its obligations or by Thomson Reuters’ use of the Products and Services; (e) the Products and Services are free of all liens and encumbrances and there are no actual or threatened claims pending that could have a material adverse effect on Seller’s ability to perform its obligations hereunder or on Thomson Reuters’ enjoyment of the rights granted hereunder; (f) it has appropriate agreements with its employees and contractors to perform its obligations under the PO; (g) the Products and Services are free of material defects and will operate to Thomson Reuters’ satisfaction in accordance with the PO; (h) the Products and Services are suitable for the intended purpose, if the purpose is made known to Seller and Thomson Reuters relies on Seller’s judgment and selection; (i) the Product is new and not used, remanufactured, or reconditioned; and (j) it will perform the Services in a professional and workmanlike manner, consistent with the highest industry standards.  In the event that such Product or Service fails to satisfy these warranties, representations and conditions, without limitation to Thomson Reuters’ other rights and remedies, Seller at its own expense, will promptly repair or replace the Product with new conforming product or reperform the Services, as applicable; provided however, that Thomson Reuters may elect to receive a refund of all fees and expenses paid in lieu of such repair, replacement or reperformance. 
  10. Indemnification. Seller, at its own expense, shall defend, indemnify, and hold Thomson Reuters harmless from all claims, actions, demands, or proceedings made against Thomson Reuters (“Claims”) or any liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) ( “Losses”) insofar as such Claims or Losses are related to a breach by Seller of any representation, warranty, covenant or agreement made by it hereunder or any injury or damage caused by Seller or the Products to persons or property during the performance of its obligations hereunder. 
  11. Sensitive Information.  All goods (including but not limited to materials, systems, software,  hardware, tooling and equipment) and information acquired directly or indirectly (including but not limited to oral, written, visual, graphical, and electronic information), by Seller from Thomson Reuters, or analyses, compilations, studies or other documents prepared by Seller or its representatives which contain or otherwise reflect such information provided by Thomson Reuters (collectively, “Sensitive Information”), shall be held in confidence and shall remain the exclusive property of Thomson Reuters, and shall be used and disclosed by Seller only to the extent necessary for its performance of this PO.   This Section 11 shall not apply to Sensitive Information that the Seller can demonstrate (a) is or becomes generally available to the public other than as a result of disclosure by the Seller or anyone to whom it transmits the Sensitive Information; (b) was known to it or in its possession on a non-confidential basis prior to the date of disclosure to the Seller; or (c) is independently developed by the Seller without use of, or reference to, the Sensitive Information.
  12. Rights Assignment.  Seller hereby assigns to Thomson Reuters and its successors and assigns, without further consideration and with full title guarantee, the entire worldwide right, title, and interest to all work product related to the Services (including, without limitation, all intellectual property rights in such work product whether existing now or in the future; whether or not registered and all applications and renewals for the same). The Seller consents or shall procure all necessary consents in relation to all moral rights in  such work product to enable the doing of all and any acts or the omission to do any act which would otherwise infringe the author's moral or similar rights.
  13. No Publicity.  Seller shall not disclose, use, or refer to this PO, or the name, trade names, trademarks or service marks of Thomson Reuters, in any advertising, publicity release, customer list, promotional or other published material without the prior written consent of Thomson Reuters, which consent may be withheld.
  14. Independent Contractor.  Seller is a nonexclusive independent contractor to Thomson Reuters.  The employees or agents of Seller are not employees of Thomson Reuters and are not eligible to participate in any benefits or privileges given or extended by Thomson Reuters, or by operation of law, to Thomson Reuters employees.  Seller has no authority to assume or create any obligation, express or implied, on behalf of Thomson Reuters.
  15. Termination. Thomson Reuters may terminate the performance of work under this PO in whole or in part at any time and for any reason, by written notice to Seller.  Upon receipt of such notice, Seller will, unless otherwise directed, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of this PO and will promptly cancel all existing orders and terminate all subcontracts in so far as such orders or subcontracts are chargeable to this PO.  Thomson Reuters shall have no liability to Seller beyond payment of any balance owing for material purchased hereunder and delivered to and accepted by Thomson Reuters prior to Seller’s receipt of the notice of termination and for work in process required for delivery to Thomson Reuters. Notwithstanding any other provision of this PO, the parties agree that those obligations which by their nature are intended to survive expiration or termination will survive. 
  16. Assignment.  Seller shall not subcontract, assign or otherwise transfer any rights or obligations under this PO without the prior written consent of Thomson Reuters, which will not be unreasonably withheld or delayed.  Any such assignment made without prior written consent of Thomson Reuters is void.  For permitted subcontracts, assignments, or other transfer of the rights or obligations by Seller, Seller remains jointly and severally liable for the actions or omissions of the assignee.  Thomson Reuters shall be entitled to subcontract, assign or otherwise transfer any of its rights or obligations under this PO to any third party.  This PO is binding upon the parties’ respective successors and permitted assigns.
  17. Compliance with Laws.  The parties shall comply with all laws and regulations of a country, while in that country, as the laws and regulations may change from time to time. 
  18. Data Protection. Thomson Reuters will handle any personal information provided by the Seller on an invoice in accordance with its Privacy Statement available at http://www.thomsonreuters.com.au/terms/privacy-policy.aspx. The Seller consents to the transfer of its, and its employees' and officers', personal information outside of Australia. The Seller will procure similar consent to such transfer of any other officers or employees of the Seller whose information Thomson Reuters now holds or may hold in the future.
  19. Non-Waiver.  No course of dealing, course of performance, or failure of either party to enforce strictly any PO provision is to be construed as a waiver of a provision.
  20. Remedies; Attorney Fees and Costs. Thomson Reuters’ rights and remedies in this PO are cumulative and additional to any other rights and remedies provided in law or equity.  In any action brought under this PO, Thomson Reuters is entitled to receive all costs and reasonable attorney’s fees.
  21. Governing Law.  The laws of New South Wales, Australia (without regard to conflicts of laws) govern all matters arising out of or relating to this PO.  The Seller submits to the irrevocable jurisdiction of its Courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this PO.
  22. Severability.  If any PO provision is held invalid or unenforceable, such provision will be deemed deleted from this PO and replaced by a valid and enforceable provision which so far as possible achieves the parties’ intent in agreeing to the original provision.  This PO’s remaining provisions will stay in effect. 
  23. Supremacy. Any preprinted terms and conditions on a quotation, acknowledgement, invoice, or similar document which conflict with the terms of this PO are deemed superseded by this PO.  Licensing terms, which may accompany Products, will supplement the terms of this PO where the terms do not conflict. If Seller and Thomson Reuters have a signed agreement for Products and Services, such agreement supersedes the PO. 
  24. Entire Agreement.  Except as otherwise allowed in Section 23, this PO constitutes the entire agreement between the parties and supersedes all previous agreements, written or oral, between the parties with respect to the PO subject matter and cannot be modified except in a writing signed by the parties.  Nothing in this Section 23 shall exclude or limit either party’s liability for fraud or deceit.
  25. Rights of Third Parties.  Any Affiliate of Thomson Reuters may enforce the terms of this PO against the Seller as a third party beneficiary provided that the parties to the PO may cancel or vary the terms and conditions of this PO without the consent of such Affiliates.  No other third party will be entitled to enforce any of the terms of this PO.

October 2011

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