General Terms and Conditions for Purchase Order

Application

These terms and conditions (Terms) apply to the supply of goods and/or provision of services by you (the Supplier) to Xero Limited or any affiliated entity (Xero), as described in more detail in any Purchase Order.

Order of precedence

If an agreement exists between the parties which sets out the terms governing the supply of goods and/or the provision of services described in a Purchase Order, then the provisions of the agreement will supersede these Terms.

Quality of goods and services

The Supplier warrants that (a) any goods supplied will be free from defects in materials and workmanship under normal use and service for a period of 12 months from the date of acceptance by Xero; and (b) any services provided will be performed in a timely, safe, professional and workmanlike manner.

Subcontracting

The Supplier will supply the goods and/or perform the services personally and will not assign or subcontract the whole or any part of the Supplier’s obligations to any third party without Xero’s prior written consent.

Personnel

The Supplier will use competent qualified personnel to carry out its obligations. The Supplier will, at its own expense, replace any members of the Supplier’s staff that Xero reasonably objects to.

Liability and Indemnity

The Supplier will be liable for and will indemnify Xero against all direct and indirect loss or damage incurred by Xero in connection with, caused by, or arising out of the supply of goods and/or the provisions of services. Xero will not be liable for any consequential or indirect losses arising out of or in any way connected to a Purchase Order or its performance, whether in contract or tort (including negligence), including for loss of profits, revenue, anticipated savings, business opportunities or damage to goodwill. Xero’s maximum cumulative liability for any loss or cause of action arising in relation to a Purchase Order, is limited to the total fees payable to the Supplier under a Purchase Order.

Termination

Xero may at any time give written notice to the vendor to terminate the purchase order.

Invoicing

All invoices must have the Purchase Order number recorded on the invoice, otherwise these may not be processed for payment. All invoices must also contain a description of the goods supplied (including quantity and unit prices) and/or services provided. Invoices must be forwarded directly to accounts@xero.com. Supplier will ensure that each invoice which it issues is a valid tax invoice complying with the requirements of the Goods and Services Tax Act 1985. Xero is not obligated to pay any invoice submitted 180 days or more after goods have been supplied and/or services have been performed.

Payment

All correct and undisputed invoices will be paid according to the payment terms below, unless the parties agree otherwise:

  • New Zealand: 20th Day of Following Month
  • Australia, United States, UK, Singapore, South Africa: Net 30 Days

IP

The Supplier agrees that the goods, and all work product of the services, will be the sole and exclusive property of Xero. The Supplier shall and does irrevocably assign to Xero all right, title and interest in and to the goods and/or work product of the services, and all related intellectual property rights.

Insurance

Supplier is responsible for maintaining appropriate insurance commensurate with the size of its business and the value of the goods being supplied to, and/or the services being performed for, Xero.

Publicity

The Supplier will not publicise or disclose the existence of its relationship with Xero to any third party, or use Xero’s name or logo publicly or in any advertisements, without Xero’s prior written consent.

Laws and regulations

The Supplier will comply with all federal, state and local laws and regulations applicable to the performance of its obligations under a Purchase Order and these Terms, including all applicable privacy laws and regulations.

Governing Law

Unless agreed otherwise, any Purchase Order, and these Terms, will be governed by the laws of New Zealand.