Terms and Conditions

1.1 These Terms and Conditions apply to all Purchase Orders ("POs") issued by Catalyst Group ("Catalyst") to suppliers, subcontractors and subconsultants ("Vendor"). 

1.2 Acceptance of a Purchase Order, commencement of work, or provision of goods or services constitutes acceptance of these Terms and Conditions.

1.3 Any deviation from these Terms and Conditions must be agreed in writing by an authorised representative of Catalyst. 

1.4 The Vendor acts as an independent contractor. Nothing contained in these Terms and Conditions shall create an employment, agency, joint venture or partnership relationship between Catalyst and the Vendor. 

2.1 The Vendor shall provide the goods and/or services specified in the Purchase Order in accordance with the agreed programme, specifications, quality requirements and any associated documentation. 

2.2 The Vendor shall not undertake any work, incur any cost, or vary the scope of goods or services without prior written approval from an authorised representative of Catalyst. 

2.3 Catalyst shall not be liable for any costs associated with unauthorised work, services or variations. 

2.4 Any variation to the agreed scope, programme or pricing must be approved in writing by Catalyst prior to commencement. Failure to obtain written approval may result in non-payment of the variation. 

2.5 No Purchase Order, No Payment 

Catalyst operates a strict "No Purchase Order, No Payment" policy. 

The Vendor must obtain a valid Catalyst-issued Purchase Order prior to commencing any work, supplying any goods, or incurring any costs on behalf of Catalyst. 

Catalyst shall not be liable for payment of any goods supplied, services performed, costs incurred, or variations undertaken where: 

- A valid Purchase Order has not been issued; 

- The goods or services supplied fall outside the scope authorised by the Purchase Order; 

- The value of the goods or services exceeds the authorised Purchase Order value without prior written approval from Catalyst; or 

- The work has been undertaken contrary to Catalyst's procurement requirements. 

The Vendor acknowledges that verbal instructions, emails, programme references, requests from Catalyst personnel, site discussions, or other informal communications do not constitute approval to proceed unless supported by a valid Purchase Order. 

The Vendor accepts all risk associated with commencing work without the necessary approvals and acknowledges that Catalyst may reject invoices relating to unauthorised goods, services, costs, or variations.

3.1 Invoices must be submitted directly to Catalyst's Invoice Register at [email protected] no later than the third (5th) calendar day of the month following the month in which the goods were supplied or services performed. 

IMPORTANT: Only one PDF invoice per email will be accepted by the system. 

3.2 Payments will be made on the last calendar day of the month following the invoice date (typically 30th), subject to receipt of a correctly submitted invoice and satisfactory completion of the goods or services. 

3.3 All invoices must: 

- Reference a valid Catalyst Purchase Order number; 

- Include a detailed breakdown of goods and/or services provided; 

- Comply with New Zealand GST requirements where applicable. 

Invoices submitted without a valid Purchase Order number may be rejected and returned unpaid until a valid Purchase Order has been issued and referenced. 

3.4 Unless otherwise stated, all amounts are exclusive of GST. GST shall be added where applicable and shown separately on invoices. 

3.5 Catalyst reserves the right to withhold payment of any disputed amount, incomplete work, defective goods or services, or where sufficient supporting information has not been provided. 

3.6 Any late submission of invoices beyond the fifth (5th) calendar day of the month may result in payment being deferred to the following payment cycle. 

3.7 Any invoice or account queries should be directed to [email protected].

4.1 Goods and services must be delivered and/or performed in accordance with the programme, milestones, or delivery dates associated with the Purchase Order. 

4.2 All goods and services must comply with the specifications, standards and requirements outlined in the Purchase Order and associated documentation. 

4.3 The Vendor shall promptly notify Catalyst of any matter likely to affect delivery dates, costs, quality, or performance.

5.1 The Vendor shall maintain all insurance policies required by law and reasonably necessary for the performance of the goods and services, including where applicable: 

- Public Liability Insurance of not less than NZD $2,000,000 per occurrence; and 

- Professional Indemnity Insurance of not less than NZD $1,000,000 per claim. 

5.2 Evidence of insurance shall be provided to Catalyst upon request. 

5.3 The Vendor indemnifies Catalyst against all losses, damages, costs, claims, expenses, liabilities and proceedings arising from: 

- The Vendor's negligence; 

- Breach of contract; 

- Breach of any statutory obligation; 

- Injury to persons or damage to property caused by the Vendor; or 

- Failure to comply with these Terms and Conditions. 

5.4 Catalyst shall not be liable for any indirect, consequential, special, or incidental losses suffered by the Vendor.

6.1 Catalyst reserves the right to reject any goods or services that do not meet the agreed specifications, standards, or quality requirements. 

6.2 Where defects or non-conformities are identified, the Vendor shall, at Catalyst's discretion and at no additional cost to Catalyst: 

- Repair or rectify the defects; 

- Re-perform the services; or 

- Replace the goods. 

6.3 If the Vendor fails to rectify defects within a reasonable timeframe, Catalyst may engage others to undertake the remedial work and recover any costs incurred from the Vendor.

7.1 Confidentiality 

The Vendor shall keep confidential all Catalyst information, client information, commercial information, pricing, methodologies, drawings, specifications and project information obtained in connection with the Purchase Order. 

The Vendor shall not disclose any confidential information to any third party without Catalyst's prior written consent, except where required by law. 

7.2 Intellectual Property 

Unless otherwise agreed in writing, all reports, documents, drawings, designs, calculations, specifications, data, studies, recommendations and other deliverables created under the Purchase Order shall become the property of Catalyst upon payment. 

The Vendor warrants that its deliverables do not infringe the intellectual property rights of any third party. 

8.1 The Vendor shall comply with all applicable laws, regulations, standards and codes relevant to the goods or services supplied. 

8.2 The Vendor shall obtain and maintain all licences, permits, registrations and certifications necessary to perform the goods and services. 

8.3 The Vendor shall comply with all reasonable Catalyst policies and procedures notified to the Vendor, including health and safety, information security, ethical conduct and site requirements. 

9.1 The Vendor shall comply with all obligations under the Health and Safety at Work Act 2015 and all other applicable health and safety legislation. 

9.2 The Vendor shall comply with all Catalyst site safety requirements while carrying out work on any Catalyst or client site. 

9.3 The Vendor shall immediately notify Catalyst of: 

- Any workplace incident or injury; 

- Any notifiable event; 

- Any regulatory investigation, improvement notice, prohibition notice or prosecution relating to the goods or services being provided. 

10.1 Catalyst may direct the Vendor to suspend part or all of the goods or services for operational, commercial, project, client or safety reasons. 

10.2 The Vendor shall immediately comply with any direction to suspend work given by Catalyst. 

10.3 Unless otherwise agreed in writing, Catalyst shall not be liable for any loss of profit, consequential loss, standing time, delay costs or claims arising from a suspension directed under this clause. 

11.1 Catalyst may terminate the Purchase Order, in whole or in part, immediately by written notice if the Vendor: 

- Fails to perform the goods or services as agreed; 

- Breaches these Terms and Conditions; 

- Fails to rectify a defect or breach within a reasonable period; 

- Becomes insolvent, subject to receivership, liquidation, administration, or ceases carrying on business. 

11.2 Catalyst may terminate the Purchase Order for convenience by providing seven (7) days' written notice. 

11.3 Upon termination, Catalyst shall only be liable for payment of goods delivered and services properly performed up to the date of termination. 

11.4 Catalyst may procure replacement goods or services from alternative suppliers and recover any additional costs reasonably incurred from the Vendor. 

12.1 These Terms and Conditions and all Purchase Orders issued by Catalyst shall be governed by and construed in accordance with the laws of New Zealand. 

12.2 The parties submit to the exclusive jurisdiction of the courts of New Zealand. 

By accepting a Purchase Order, commencing work, delivering goods, or providing services, the Vendor acknowledges and agrees to be bound by these Terms and Conditions in full.