Asahi Beverages Conditions of Purchase

In these conditions of purchase, the terms "Asahi" and "Customer" mean Asahi Holdings (Australia) Pty Ltd (ABN 48 135 315 767) and its subsidiaries.

All Goods and/or Services are purchased by Asahi subject to the following conditions which shall prevail over all other terms and conditions unless a separate agreement in writing has been specifically agreed between the parties and any conditions to the contrary contained herein are expressly excluded.

1 Supply of goods and services

The Supplier must supply the Goods and/or Services to Asahi in accordance with the Agreement.

2 Price for goods and services

2.1 Asahi agrees to pay the Price for the Goods and /or Services.

2.2 The Price includes:

  1. GST, all packaging, transport, customs duty (and any other duties, taxes or levies), insurance, loading, unloading and storage costs, up to the point of delivery;
  2. all amounts payable for the use of any intellectual property; and
  3. all charges for supply of the Goods or the performance of the Services.

3 Risk and title in Goods

Risk in the Goods passes to Asahi upon delivery of the Goods.  Title in the Goods passes to Asahi upon delivery or upon payment by Asahi for the Goods, whichever occurs first.  Delivery occurs when Asahi signs a delivery receipt.

4 Conditions as to quality of Goods and Services

4.1 The Supplier warrants that the Goods and Services:

  1. comply with all Specifications;
  2. do not infringe any right of any third party (including, without limitation, any intellectual property right), or applicable law, statute, regulation, code, or rule;
  3. are fit for the purpose which the Supplier has been notified Asahi intends to use them or for which they are commonly used;
  4. correspond with any description or sample the Supplier has previously provided to Asahi; and
  5. comply with all relevant legislation.

4.2 Without limiting clause 4.1, the Supplier warrants that the Goods:

  1. are new, genuine, and free of encumbrance;
  2. are not defective and are of merchantable quality;
  3. where the Goods are intended for human consumption (or are an ingredient to be used in the manufacture of goods intended for human consumption):
    1. are fit for human consumption;
    2. comply in all respects with all relevant provisions of all applicable food, health, trade practices, weights and measures and other legislation in Australia;
    3. are not adulterated or contaminated in any way; and
    4. do not comprise and are not derived from any genetically modified organisms or products, except to the extent agreed by Asahi.

4.3 Without limiting clause 4.1, the Supplier warrants that the Services will:

  1. be performed by appropriately qualified and trained personnel;
  2. be performed with due care and skill; and
  3. comply with all reasonable directives and orders given by Asahi's representatives or procedures communicated by Asahi to the Supplier in respect of the supply of the Goods or the performance of the Services.

5 Delivery

5.1 Supplier must pay all delivery charges in connection with the delivery of the Goods including charges for packing, crating, freight and insurance charges, unless the Purchase Order expressly indicates that the Price is inclusive of all delivery charges.

5.2 If the Goods or any item comprising the Goods have not been delivered by the date specified for delivery on the Purchase Order for any reason other than that which is caused by Asahi,  Asahi may:

  1. require the Supplier to deliver, at its sole expense, such Goods by the most expeditious means of transportation; or
  2. terminate the Agreement without liability and return, at the Supplier’s expense, any items of Goods that may have been delivered and paid for by the Customer. The Supplier must promptly refund to the Customer the amounts paid for the items of Goods returned.

6 Goods and Services which fail to meet standards

6.1 Without limiting any other remedy Asahi may have, if the Goods delivered or Services performed:

  1. do not meet or exceed the standards required in the Agreement; and/or
  2. do not meet or exceed the Specifications,

at any time during their intended useful life (the "Non-conforming Goods and Services"), the Supplier must, at the Supplier’s cost, if Asahi requires the Supplier to do so, promptly remove any Non-conforming Goods from Asahi’s premises and the Supplier must at Asahi’s election either:

  1. promptly replace or repair the Non‑conforming Goods and/or Services with Goods and/or Services which do meet the relevant standards or Specifications and which are acceptable to Asahi; or
  2. refund to Asahi all money paid in respect of the Non-conforming Goods and/or Services.

7 Intellectual property

7.1 Nothing in the Agreement affects ownership of any intellectual property rights of the Supplier existing as at the date of the Agreement or subsequently arising in relation to the Goods and Services other than as specified in clauses 7.2 and 7.3.  The Supplier grants to the Customer a non-exclusive, assignable, royalty free, perpetual, and irrevocable licence to use the Supplier’s intellectual property in relation to the Goods and Services supplied by the Supplier pursuant to this Agreement.

7.2 If any of the Goods have been specifically designed for or requested by Asahi (the “Custom Works”), all intellectual property in, and relating to, the Custom Works will be Asahi’s property.

7.3 All intellectual property created by or on behalf of the Supplier in the course of providing the Services to Asahi (“Contract Intellectual Property”) will be Asahi’s property.

7.4 The Supplier must at its own cost to do all things necessary to give effect to clauses 7.2 and 7.3, including signing documents and procuring third party licences and consents necessary to assign all right to the intellectual property rights under clauses 7.2 and 7.3 to Asahi and reserve all Asahi’s intellectual property rights in any agreement which the Supplier enters into with any third party in relation to any Custom Works and/or Contract Intellectual Property.

8 Confidentiality

8.1 The parties must keep all Confidential Information secret and must not use that Confidential Information except as necessary for the purposes of the Agreement.  Each party must store all Confidential Information in a way that minimises the risk of unauthorised access.  In this clause 8, “Confidential Information” with respect to a party (a “Receiving Party”) means:

  1. the existence and terms of the Agreement; and
  2. any technical, scientific, commercial, financial, or other information of or about the other party (the “Discloser”) or any of its products, of which the Receiving Party becomes aware in connection with the Agreement and all information about the Discloser’s business and business processes.

8.2 The parties’ obligations under this clause 8 do not apply to any information which:

  1. is in the public domain as at the date of the Agreement or which subsequently comes into the public domain (other than because of a breach of any obligation of confidence owned to the Discloser); or
  2. the Receiving Party can demonstrate by evidence in writing either:
    1. was in the possession of the Receiving Party’s as at the date of the Agreement; 
    2. subsequently comes into the possession of the Receiving Party through a third party who does not owe any obligation of confidence to the Discloser in respect of that information; or
    3. the Receiving Party is required by law to disclose.

8.3 Where the Supplier is the Receiving Party, the Supplier must promptly return all Confidential Information to Asahi or destroy it if Asahi asks the Supplier to do so.

9 Termination

9.1 Without limiting any other rights or remedies the parties may have, each party may terminate the Agreement effective immediately by giving notice to the other party if the other party breaches a material term of the Agreement or an Insolvency Event occurs and the Corporations Act does not prevent that party from terminating the Agreement because of that Insolvency Event.

9.2 Asahi may terminate this Agreement at any other time by providing 60 days' notice in writing to the Supplier. If this Agreement is terminated pursuant to this clause, Asahi will pay to the Supplier:

  1. a fair and reasonable price for all agreed work in progress at the time of termination and subsequently received by Asahi (such price to be determined solely by Asahi acting reasonably and in consultation with the Supplier);
  2. subject to clause 9.3 below, any reasonable costs incurred by the Supplier that are directly attributable to the termination of this Agreement by Asahi pursuant to this clause 9.2 subject to such costs being substantiated by the Supplier to Asahi’s satisfaction.

9.3 Save for as set out in clause 9.2(b) above, Asahi will not be liable for any loss to the Supplier as a result of terminating the Agreement pursuant to this clause 9.2, including consequential loss.

9.4 Termination of the Agreement does not affect the accrued rights and obligations of either party.

10 Privacy

10.1 In this clause:

  1. “Australian Privacy Principles” means the set of Australian privacy principles outlined in the Privacy Act 1998 (Cth);
  2. “Personal Information” and “Health Information” have the meaning given to those terms in the Privacy Act 1988 (Cth); and
  3. “Privacy Laws” means the Privacy Act 1988 (Cth); the Spam Act 2003 (Cth); any privacy or information code in force under those Acts; and any other laws relating to the handling of Personal Information.

10.2 The Supplier agrees that:

  1. it will not collect, use, disclose, store, transfer or otherwise handle Personal Information or Health Information that it collects in connection with the Agreement except to the extent that it is reasonably necessary for the performance of its obligations to the Customer or under this Agreement and only in accordance with the relevant Privacy Laws;
  2. in respect of any act or practice engaged in by the Supplier in connection with the performance of its obligations to the Customer or under this Agreement, it will comply with all relevant Privacy Laws, the Australian Privacy Principles, and/or Information Privacy Principles (as applicable); and
  3. for the avoidance of doubt, it will not transfer or disclose any Personal Information collected in connection with this Agreement to any recipient outside of the country it was collected in (Australian or New Zealand, as applicable) or allow or permit any person located outside Australia or New Zealand (as applicable) to access or receive any Personal Information collected in connection with this Agreement, without the Customer’s prior written consent;
  4. it will not use Personal Information or Health Information collected in connection with this Agreement for the purpose of soliciting other business from Asahi unless expressly invited to do so by Asahi; and 
  5. it must immediately notify the Customer if the Supplier becomes aware of a breach or possible breach of any of its obligations under this clause 10.

11 Terms of payment

11.1 The Supplier must submit an invoice for all Goods and Services provided to Asahi in a form acceptable to Asahi.  The invoice must specify the Purchase Order number to which the invoice relates.  Asahi will not be required to pay any invoice that does not specify a Purchase Order number or specifies an invalid Purchase Order number.   

11.2 The Supplier must provide Asahi with a valid tax invoice for any taxable supply it makes to Asahi under the Agreement.  Asahi will not be required to pay the Supplier until the Supplier has provided a valid tax invoice to Asahi.

11.3 Subject to the satisfactory performance of the Agreement by the Supplier, the Customer shall pay the Price two (2) calendar months following the end of the month in which a valid and accurate invoice is received and on the next scheduled payment run, or as otherwise agreed between the parties in writing.

11.4 All invoices must be emailed to the relevant email address as specified in the Purchase order as follows:

For invoice queries and submissions relating to Asahi Beverages Pty Ltd:

For invoice queries and submissions relating to CUB Pty Ltd:

For invoice queries and submissions relating to Asahi Premium Beverages Pty Ltd:

For invoice queries and submissions relating to Asahi Beverages (NZ) Ltd:

12 Insurance

12.1 The Supplier must obtain:  

  1. product liability insurance of not less than A$20 million per event and in the aggregate in respect of all Goods supplied by the Supplier under the Purchase Order;
  2. public liability insurance of not less than A$20 million per event;
  3. (if Services are being provided) professional indemnity insurance of not less than A$20 million per event; and
  4. worker's  compensation insurance and automobile insurance as required by applicable law.

12.2 The Supplier shall provide to Asahi on request certificates of currency as evidence that the required insurance cover is in place.

13 Indemnity

13.1 Without limiting any of Asahi’s other legal rights, then except to the extent that Asahi has caused or contributed to the loss, damage, claim, action or expense, the Supplier hereby indemnifies Asahi and its related bodies corporate (as defined in the Corporations Act 2001 (Cth)) against any loss, damage, claim, action or expense (including, without limitation, legal expense) which Asahi or any of its related bodies corporate suffer in connection with any of the following:

  1. a breach of the Agreement by the Supplier;
  2. any warranty given by the Supplier under the Agreement being incorrect or misleading in any way;
  3. any product liability claim or product recall relating to the Goods or Services caused or contributed to by the Supplier or any of its representatives (including, without limitation, its employees, agents, officers, or contractors);
  4. any infringement or alleged infringement of any intellectual property right relating to the Goods and/or Services;
  5. any personal injury, death, or property damage caused or contributed to by the Supplier or any of its representatives (including, without limitation, its employees, agents, officers, or contractors);
  6. any negligent act or failure to act by the Supplier or any of the Supplier’s representatives (including, without limitation, its employees, agents, officers, or contractors); and/or
  7. any act of the Supplier or any of the Supplier’s representatives (including, without limitation, its employees, agents, officers, or contractors) which is not authorised by the Agreement.

13.2 In the event of a claim relating to any actual or alleged infringement of any intellectual property by the Supplier, the Supplier must at the election of the Customer:

  1. procure for the Customer the right to continue using the affected Goods and/or Services free from any infringement;
  2. modify the Goods and/or Services so that the Customer is no longer infringing any intellectual property without causing a loss of functionality or performance;
  3. promptly replace the Goods and/or Services with other goods and/or services free from infringement of any intellectual property rights which have the same or better performance or functionality capabilities than the original Goods and/or Services; or
  4. accept the return of the Goods and/or Services at the Supplier’s expense and promptly refund the Customer all monies paid in connection with the affected Goods and/or Services.

14 GST & withholding tax

14.1 Where the Agreement requires either party to pay for, reimburse or contribute to any expense, loss or outgoing (“reimbursable expense”) suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be the sum of:

  1. the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense (“net amount”); and
  2. if the other party's recovery from the first party is a taxable supply, any GST payable in respect of that supply.

14.2 Notwithstanding any other clause of these Terms, if a law requires Asahi to deduct an amount in respect of tax from any amount payable to the Supplier ("Fee"), Asahi will deduct the amount of the tax from the Fee and remit the tax deducted to the relevant authority. Asahi will pay the Fee less the tax deducted to the Supplier in full satisfaction of the Fee otherwise payable. Asahi will exercise its best endeavours to obtain a receipt from the relevant authority for the tax paid and provide that receipt to the Supplier.

15 Audit

15.1  Asahi may conduct an audit of the Supplier on reasonable notice for the purpose of ensuring the Supplier is complying with the terms of the Agreement and/or applicable laws, or for any other legitimate purpose Asahi reasonably requires.

15.2 The Supplier must do all things reasonably necessary to enable the Supplier to undertake an audit, including by:

  1. providing reasonable assistance to conduct the audit expeditiously and to review, verify and sample the records; and
  2. providing adequate working space and reasonable access to the Supplier office facilities.

16 Supply Chain Obligations

16.1 Definitions

In this clause:

  1. Human Rights means rights and freedoms that have been universally recognised in international law, domestic law or international declarations or standards which relate to the rights of employees in the workplace including but not limited to those that are set out in The Universal Declaration of Human Rights, The International Labour Organization’s Declaration on Fundamental Principles and Rights at Work and the rights and obligations enshrined in any Modern Slavery Law.
  2. Modern Slavery means internationally recognised exploitative practices including human trafficking, slavery, slavery-like practices, servitude, forced labour, forced marriage, debt bondage, the worst forms of child labour, deceptive recruiting for labour services.
  3. Modern Slavery Law means:
    1. any law, rule or other legally binding measure of any jurisdiction that creates a reporting or due diligence obligation in connection with Modern Slavery; and
    2. any law that criminalises or imposes a penalty for Modern Slavery.
  4. Notifiable Event means a breach of Modern Slavery Law by the Supplier, any of its Personnel or a Supply Chain Participant in connection with this Agreement.
  5. Personnel means:
    1. the directors, officers, employees, secondees, consultants, agents, contractors, subcontractors, representatives, and Related Bodies Corporate of the Supplier; and
    2. other person engaged directly or indirectly through another entity by any of the Personnel in paragraph (1) of this definition, including Supply Chain Participants, of the Supplier but excludes the Customer and any of its personnel.
  6. Supply Chain Participant means any organisation or individual involved in the chain of production and provision of particular goods or services to the Supplier’s business.
  7. Supplier Policies means all of the Customer’s procedures and standards applicable to suppliers and contractors, including the CSR Principles, Supplier Code of Conduct and any policies, procedures and standards in relation to Human Rights.

16.2 Compliance with Modern Slavery Legislation

    1. Without prejudice, and in addition, to any other obligation of the Supplier under this Agreement, the Supplier undertakes that in the performance of its obligations under, and connection with, this Agreement, the Supplier will:
      1. comply with the Supplier Policies (provided by the Customer prior to entering this Agreement);
      2. comply with all Modern Slavery Laws;
      3. use reasonable efforts to procure that the Supplier’s Personnel and Supply Chain Participants comply with the Customer’s Supplier Policies (provided by the Customer prior to entering this Agreement) and Modern Slavery Laws;
      4. include in its contracts with Supply Chain Participants, provisions at least as onerous as those set out in this clause; and
      5. promptly provide the Customer with, and procure that the Supplier's Personnel promptly provides the Customer with, such access, information and documentation as it reasonably requests to permit the Customer to:
        1. undertake due diligence on its supply chain; and
        2. report to any relevant Authority or any other person, in relation to Human Rights and protections in its operations and supply chains, including pursuant to any Modern Slavery Law.
  2. All costs of compliance with this clause are for the Supplier’s own account.

16.3 Adequate procedures

  1. The Supplier warrants and represents on a continuing basis to and for the benefit of the Customer that it has in place and will have, and maintain in place at all times, adequate and reasonable policies, controls, procedures and training designed to prevent, detect, assess, manage and remedy (as appropriate) Human Rights impacts in its operations or supply chains.
  2. The Supplier will only contract with labour hire providers that have been licensed or accredited, where licensing or accreditation is available in the jurisdiction in which the labour is provided (for example, pursuant to the Labour Hire Licensing Act 2017 (Qld)).
  3. The Supplier will notify, at least annually, its Personnel of the existence of its whistleblower process, if any.
  4. The Supplier will maintain documents, books and records evidencing compliance with this clause.
  5. The Supplier will notify, at least annually, its Personnel of the existence of the Customer’s whistleblower service.
  6. The Supplier will make its whistleblower process, if any, available to the employees of its Supply Chain Participants and Human Rights must be reportable under that process.

16.4 Compliance history

  1. The Supplier warrants and represents to and for the benefit of the Customer that:
    1.  no investigation, inquiry, proceeding, or claim has been initiated, is threatened or pending against the Supplier or any of the Supplier’s Personnel by any Authority or organisation in relation to any Human Rights;
    2. the Supplier is not aware of any fact, situation or circumstance that might give rise to an investigation, proceeding or claim by any Authority or organisation in relation to any breach of Human Rights by:
      1. it;
      2. any of the Supplier’s Personnel; and/or
      3. Supply Chain Participants; and
    3. neither the Supplier nor, so far as the Supplier is aware, any of the Supplier’s Personnel, has at any time been:
      1. found by a court, tribunal or other judicial or quasi-judicial authority in any jurisdiction to have committed a breach of Human Rights; or
      2. the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with Human Rights.
    4. The Supplier must disclose to the Customer anything that has or will constitute a breach of a warranty given in this clause or cause a warranty given in this clause to be untrue or inaccurate in any material respect as soon as possible after the Supplier becomes aware of it.

16.5 Notifiable Event

  1. Without prejudice, and in addition, to any other obligation of the Supplier under this Agreement, the Supplier must:
    1. notify the Customer promptly and in any event within 10 days of:
      1. becoming aware of any actual, alleged or suspected Notifiable Event; or
      2. reasonably suspecting that a Notifiable Event has or may have occurred; and
    2. cooperate with and assist the Customer in relation to any investigation or legal proceedings in relation to the Notifiable Event.
  2. The notice given under this clause must set out adequate particulars of the actual or suspected Notifiable Event and the ongoing steps that the Supplier is taking to investigate the actual or suspected Notifiable Event.

16.6 Investigation and audit rights

  1. Without prejudice, and in addition, to any other obligation of the Supplier under this Agreement, the Supplier will allow the Customer to conduct an audit of the Supplier’s compliance with:
    1. the Supplier’s obligations under this clause; and
    2. any actual, alleged or suspected Notifiable Event.
  2. For the purposes of an audit the Supplier must promptly:
    1. make available to the Customer and its third party representatives such access to and take copies of (as applicable) the Supplier’s Personnel, the operations, facilities, documents, books and records of the Supplier and the Supplier’s Personnel; and
    2. provide all such assistance and information,

that the Customer reasonably requests in connection with any such audit.

16.7 Right to report

  1. Without prejudice, and in addition, to any other right of the Customer under this Agreement or at law, the Customer may, without prior notice to the Supplier, notify an actual, alleged or suspected Notifiable Event to:
    1. any Related Entity of the Customer;
    2. any Authority; or
    3. the public.
  2. The rights of the Customer under this clause are not subject to the Customer’s obligations under clause 8 (Confidentiality).

16.8  Waiver

  1. The Customer’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
  2. The Customer’s exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.
  3. A waiver is not effective unless it is in writing.
  4. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given. 

17 Supplier Code of Conduct and Business Integrity Policies

17.1 Definitions

In this clause:

  1. “SEDEX” means the Sedex ethical trade membership organisation which allows businesses to work together to better manage their social and environmental performance and improve working conditions throughout the supply chain.
  2. “SMETA Audit” means Sedex members ethical trade audit, a social and ethical audit conducted via Sedex.
  3. “Supplier Code of Conduct” means the Asahi Group Global Supplier Code of Conduct as published by the Customer and available at: https://www.asahigroup-holdings.com/pdf/en/company/policies-and-report/global_supplier_code_of_conduct_en.pdf .

17.2 Supplier Code of Conduct

  1. The Supplier shall comply with the Customer’s Supplier Code of Conduct.
  2. The Supplier shall use its best endeavours to comply with any reasonable instructions, guidance or requirement to take steps issued by the Customer and/or the Customer Group in relation to matters in the Supplier Code of Conduct, within a reasonable period of time, but shall not be required to take any such steps that would require capital investment or any unreasonable cost or expense by the Supplier.  Such instructions, guidance, or requirement to take steps may include:
    1. recommended corrective measures in relation to non-compliances with the Supplier Code of Conduct;
    2. reasonable requests to provide information relating to the Modern Slavery or Human Rights risks and compliance measures in place in your operations and supply chain;
    3.  requests to participate in the Customer Group supplier assessment and qualification processes on Sedex;
    4.  requests to participate in SMETA Audits or other audit reviews (which are at the Supplier’s cost and expense);
    5. allowing independent auditors to assess Supplier compliance with the Supplier Code of Conduct; and
    6. otherwise representing, warranting and covenanting compliance with the Supplier Policies.
  3. The Supplier must ensure that any officers, employees, representatives, subsidiaries or agents, sub-contractors or suppliers providing goods or services to the Customer or the Customer Group under this Agreement are provided with a copy of the Customer’s Supplier Code of Conduct and comply with the principles set out in the Supplier Code of Conduct.
  4. Any breach of this clause shall be deemed a material breach under this Agreement.

17.3 All Personnel of the Supplier entering a facility of Asahi in connection with the supply of Goods shall comply with all applicable laws, including environment, health, and safety rules.

18 Status of the Parties

18.1 The relationship of the Supplier with Asahi is that of an independent contractor.

18.2 Each party to this Agreement is independent and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, authorise any party to act as the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.3 If by operation of any applicable laws the contract of employment of any employee of the Supplier or its sub-contractors (or any liabilities connected with any such contract) transfers or is alleged to transfer to Asahi, any member of the Asahi Group or any third party appointed in place of the Supplier, the Supplier shall indemnify and keep indemnified, on an after tax basis, Asahi and each member of the Asahi Group on demand against any losses, costs, damages, liabilities and increased costs arising from such transfer or allegation (including any liabilities of whatever nature connected with the termination of that individual’s employment and their employment until such termination). Each of the Suppliers’ obligations under this clause 18 shall survive the termination of this Agreement.

18.4 The Supplier shall be liable under this Agreement and any Purchase Order for itself, for any agents, and for any persons employed or contracted in the performance of the Supplier’s obligations.

19 Miscellaneous

19.1 Asahi may transfer, assign, novate, or otherwise encumber or deal with (“dispose of”) the Agreement, or any right or obligation under it to a Related Body Corporate without the consent of the Supplier. 

19.2 The Agreement is governed by the laws of Victoria.  The Supplier irrevocably and unconditionally submits to the jurisdiction of the courts of Victoria for determining any dispute.

19.3 The Customer has adopted Corporate Social Responsibility Principles for Asahi Group Suppliers ("CSR Principles") which are published on its website at https://asahi.com.au/responsibility/corporate-social-responsibility-principles.

19.4 The Supplier acknowledges and agrees that:

  1. it has received a copy of the CSR Principles or viewed them on the Customer’s website and has read and understood those; and
  2. it will comply with the CSR Principles.

19.5 The Supplier shall:

  1. comply with all applicable anti-bribery and anti-corruption legislation including, without limitation, the Crimes Act 1914 (Cth) and the Criminal Code Act 1995 (Cth) or similar laws of other countries that are applicable;
  2. maintain and enforce its own policies and procedures, including adequate procedures to ensure compliance with all applicable anti-bribery and anti-corruption legislation; and
  3. use all reasonable endeavours to ensure that its officers, employees and agents comply with this clause.

Any breach of this clause shall be deemed a material breach under this Agreement.

 19.6  The Supplier will provide the Goods and/or Services to the Customer however, the Supplier acknowledges and agrees that all members of the Customer Group may make use of and enjoy the benefit of the Goods and/or Services and the Customer will benefit from this Agreement as though references to “Customer” in this Agreement (other than in this clause) were references to the “Customer Group”. All liability whatsoever suffered or incurred by the Customer Group in connection with this Agreement ("Group Losses") are deemed to be suffered or incurred by the Customer for the purpose of these Terms. Customer may exercise all rights and remedies under these Terms or at law in respect of Group Losses as if those Group Losses had been suffered or incurred by the Customer directly.

19.7 Definitions

In this document, unless the context otherwise requires, the following words have these meanings:

Agreement means these terms and conditions and the Purchase Order. 

Asahi Group means Asahi, its subsidiaries, its subsidiary undertakings, its holding companies, parent undertakings and any other subsidiaries or subsidiary undertakings of its parent undertakings or its holding companies.

Consideration, GST, Input tax credit, Supply, Tax Invoice, and Taxable Supply have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Customer Group means the Customer and each other member of the group constituted by the following entities, now or in the future: 

  1. all Related Bodies Corporate of the Customer;
  2. any wholly owned subsidiary of Asahi Group Holdings Ltd or Asahi Holdings (Australia) Pty Ltd; and
  3. all bodies corporate, trusts, unincorporated joint ventures and all other business associations in which the Customer or a Related Body Corporate of the Customer has a shareholding or participation interest of at least 50%.

Goods and Services means the goods and services specified in the Purchase Order to be supplied by the Supplier to Asahi. 

Insolvency Event means the Supplier ceases to be able to pay its debts as they become due, the Supplier ceases to carry on business, any step is taken by a mortgagee to take possession or dispose of any part of the Supplier’s assets or business, any step is taken to appoint a receiver, manager, liquidator, trustee in bankruptcy or administrator with respect to the Supplier or any analogous event occurs.

Price means the price specified in the Purchase Order. 

Purchase Order means the purchase order provided by Asahi to the Supplier which is subject to these terms and conditions.

Related Bodies Corporate has the meaning given in the Corporations Act 2001 (Cth).

Specifications means all specifications provided by Asahi to the Supplier in relation to the Goods or Services including those provided prior to the date of the Agreement. 

Supplier means the supplier of the Goods and Services named in the Purchase Order.