General Terms and Conditions

  1. DEFINITIONS AND INTERPRETATION

    1. Agreement” means this agreement for the provision of the Services.
    2. Best Industry Practice” means the practices, procedures, methods, standards, skill and care which could reasonably be expected to be used by a prudent, competent and experienced party when performing work of a similar nature and scope.
    3. Business Day” means a day that is not a Saturday, Sunday, or public holiday in the place where the Goods and Services are provided.
    4. Client” means any client(s) of the Company, or the Companies Related Bodies Corporate specified in Item 8 of the Schedule.
    5. Customer” means PPS Water Group Pty Ltd (ABN 31 668 482 424).
    6. Defects Liability Period” means the date of the final supply of the Goods and Services to the nominated delivery point and lasting for a period of eighteen (18) months thereafter.
    7. Goods” means all Goods, equipment, materials or any other property or parts to be Customer by the Supplier or Sub-Contractor under the Purchase Order and includes, without limitation, all ancillary activities such as design, manufacture, inspection, testing, quality assurance and control, packaging and delivery as specified or required.
    8. Intellectual Property Rights” (IP) means intellectual property rights at any time protected by statute or common law, including copyright, trademarks, patents, and registered designs.
    9. Loss” includes, but in not limited to, costs (including party to party legal costs and the Sub-Contractor’s legal costs), expenses, lost profits, award of damages, personal injury and property damage.
    10. Party” means the Customer and/or the Supplier or Sub-Contractor as the context requires, and Parties means both of them.
    11. Purchase Order” means the purchase order (with a unique reference number) issued by the Customer to the Supplier or Sub-Contractor, which identifies the Supplier or Sub-Contractor and includes but is not limited to a brief description of the Goods and Services and includes the Purchase Order documents referred to in these Terms of Trade.
    12. Services” means the work, services or duties to be performed by the Contractor including, without limitation the provision of skills, expertise, Services, materials and all other things necessary to deliver the Services described in the Scope of Services in Item 9 of the Schedule in accordance with the terms and conditions of the Agreement.
    13. Sub-Contractor” means the entity providing the Goods and Services and Services, as set out in the Purchase Order.
    14. Terms of Trade” means this document, as may be amended between the Sub-Contractor and Customer by written agreement only.
  2. WARRANTIES

    1. The Supplier or Sub-Contractor warrants that it has carefully examined the site conditions and all documents furnished by the Customer and fully satisfied itself regarding all the conditions, risks (including design and constructability), contingencies and other circumstances which might affect the supply of the Goods and Services.
    2. The Supplier or Sub-Contractor is committed to diligently managing and minimizing any potential loss, delays, and disruptions related to site conditions—including, but not limited to, physical conditions on, under, above, or nearby the site—and challenges with constructability, such as any ambiguity, inadequacy, inconsistency, or incompleteness in the Customer-provided documents. Additionally, the Supplier or Sub-Contractor pledges to ensure the accuracy and completeness of all information provided.
    3. The Purchase Order price will not increase due to the Supplier or Sub-Contractor’s failure to ensure that it is fully informed of all circumstances relating to the supply of the Goods and Services.
    4. Supplier or Sub-Contractor must ensure that its personnel supply the Goods and Services and Services in accordance with:

      1. the Purchase Order;
      2. relevant Australian standards;
      3. best industry practice;
      4. manufacturers specifications/instruction; and
      5. any direction by the Customer.
    5. The Supplier or Sub-Contractor warrants that:

      1. prior to receiving the Purchase Order, it has fully informed itself as to the nature and character of the Goods and Services.
      2. prior to receiving the Purchase Order, it has fully examined and satisfied itself as to the accuracy and sufficiency of the Purchase Order and any further disclosed information in relation to the Goods and Services.
      3. it has not relied in any way on the skill or judgement of the Customer and it has relied entirely on its own independent analysis and investigations in deciding to enter into this Purchase Order;
      4. it accepts and has made adequate allowance in the price and time for performance and/or supply, for all risks associated with the Goods and Services.
      5. from the time title in the Goods and Services passes to the Customer under this Purchase Order, the Goods and Services will be free from any encumbrance, lien, mortgage, security interest, charge, or any other third-party interest;
      6. the Goods and Services will, upon completion, be fit for purpose and meet the requirements described in, or reasonably inferred from this Purchase Order (including with respect to the design life or service life of the Goods and Services or any component thereof), comply with all laws and be free from defects, including quality, safety and latent defects;
      7. it will supply the Goods and Services in a safe manner, free from risks to health, safety and environment including (without limitation) in compliance with all work health and safety and environmental laws and applicable industrial awards and agreements;
      8. it will not knowingly do or permit anything which might damage the name or reputation, or invite adverse public criticism, of the Customer and its officers, employees, agents, and its clients; and
      9. any information given or representation made to the Customer in connection with the Goods and Services is accurate, current and is not misleading or deceptive in any respect.
    6. The Supplier or Sub-Contractor acknowledges and agrees that the Customer is relying on the skill, knowledge, experience, and judgement of the Supplier or Sub-Contractor in relation to the planning of the Goods and Services and the choice of plant and materials, systems, and services for related works.
    7. The Supplier or Sub-Contractor acknowledges and agrees that the Supplier or Sub-Contractor’s warranties under this Purchase Order remain unaffected, notwithstanding:

      1. any ambiguity, inaccuracy, insufficiency or inadequacy in this Purchase Order or any document furnished by the Customer;
      2. inspection, testing, approval, payment, or consent by the Customer in relation to any Goods and Services supplied by the Supplier or Sub-Contractor;
      3. any variation to the Goods and Services; or
      4. the suspension, termination, or completion of this Purchase Order.
    8. The Supplier or Sub-Contractor represents and warrants to the Customer that both the Supplier or Sub-Contractor and Supplier or Sub-Contractor personnel have the necessary skills, competency, qualifications, authorisations, experience and resources to successfully supply the Goods and Services in accordance with the requirements of the Purchase Order. Any records of skills, competency, qualifications, authorisations, experience, and resources must be made available to the Customer at any time upon request.
    9. The Customer may, acting reasonably, direct the Supplier or Sub-Contractor at its cost to remove a member of the Supplier or Sub-Contractor’s personnel from the supply of Goods and Services at any time, and to replace such personnel promptly at no extra cost to the Customer, and the Supplier or Sub-Contractor must comply.
  3. PURCHASE ORDER DOCUMENTS

    1. The following documents comprise the Purchase Order:

      1. the Special Terms and Conditions (if applicable);
      2. the Terms of Trade (this document).
      3. the Specifications, Scope of Work and Drawings (if applicable); and
      4. any further documents attached or referred to in the above documents.
    2. Any quote, proposal or submission made by the Supplier or Sub-Contractor, or any statement, representation, promise or understanding does not form part of the Purchase Order.
    3. It is the general obligation that the Supplier or Sub-Contractor supplies the Goods and Services in accordance with the Purchase Order.
    4. The Purchase Order constitutes the entire agreement between the Customer and the Supplier or Sub-Contractor.
  4. LICENSES AND LAWS

    1. The Supplier or Sub-Contractor must comply with all applicable laws, by-laws, ordinances, regulations, proclamations, orders, rules and with the lawful requirements of public authorities and other authorities in any way related to the Supplier or Sub-Contractor’s performance of the Goods and Services, including, without limitation, all occupational health and safety laws.
    2. The Supplier or Sub-Contractor must obtain and maintain all licenses and approvals necessarily required for the Supplier or Sub-Contractor’s performance of the Supply of Goods and Services, and supply copies of such licenses and approvals to the Customer, if requested.
  5. INSURANCE

    1. Prior to the commencement of the Goods and Services, the Supplier or Sub-Contractor must obtain and maintain until the end of the Warranty Period:

      1. public and product liability insurance to the value of $20,000,000 (unless otherwise agreed in writing).
      2. workers’ compensation and employers’ liability insurance (including common law liability insurance for an amount of not less than $50,000,000 per occurrence) or as otherwise required by law and where permitted by law, include a principal’s indemnity extension at statute and common law and a waiver of subrogation in favour of Customer;
      3. if Goods are being supplied, Goods in transit insurance covering physical loss or damage for not less than the total invoice value of the Goods supplied;
      4. motor vehicle third party property liability insurance with a limit of not less than $10,000,000 per claim.
      5. insurance covering physical loss or damage to the Supplier or Sub-Contractor’s own property, equipment and materials owned, hired, leased or used by the Supplier or Sub-Contractor for their full replacement value;
      6. if professional services are being performed, obtain professional indemnity insurance with a limit of liability not less than $5,000,000 per occurrence for a period of seven (7) years after expiry of the Warranty Period; and
      7. any additional insurance required by law.
    2. The Supplier or Sub-Contractor must:

      1. on request, provide Customer with current insurance certificates from the relevant insurer or insurers or the Supplier or Sub-Contractor’s insurance broker for each insurance policy required under clause 5.1; and
      2. promptly and without delay notify Customer if an insurer gives a notice of cancellation or other notice in respect of any insurance policy.
    3. The Supplier or Sub-Contractor must endeavour to ensure that all required insurance policies are in effect and maintained as stipulated by Clause 15.2 (including as to amounts of insurance and type of insurance).
    4. The Supplier or Sub-Contractor must, as soon as practicable and in writing, inform the relevant insurer and the Customer of any occurrence that may give rise to a claim under or in connection with any insurance required under this Purchase Order and keep the Customer informed of all developments concerning the claim.
    5. The Supplier or Sub-Contractor’s insurance policies must cover the Supplier or Sub-Contractor for all indemnities in favour of the Customer (and name the Customer as an interested party) under this Purchase Order and the Supplier or Sub-Contractor’s liability at law in connection with this Purchase Order.
    6. In the event that there is a deductable payable under any of the Supplier or Sub-Contractor’s insurance, the Supplier or Sub-Contractor shall be responsible for paying the deductable.
  6. INDEMNITY AND LIABILITY

    1. In connection with the Goods and Services, the Supplier or Sub-Contractor must indemnify and keep indemnified the Customer and its officers, employees and agents against:

      1. any loss or damage to property, whether within or outside the site;
      2. any claim or loss due to any act omission, breach or non-performance of the Purchase Order by the Supplier or Sub-Contractor;
      3. any claim or loss suffered or incurred in connection with any illness, injury or death to any person, loss or damage of any property (including third party property), actual or alleged infringement of intellectual property rights or confidential information; or
      4. breach or violation of any applicable law’s public and product liability insurance to the value of $20,000,000 (unless otherwise agreed in writing).
    2. Each indemnity in this Purchase Order is a continuing obligation, separate and independent from the Supplier or Sub-Contractor’s other obligations. This clause will survive the completion or earlier termination of the Purchase Order.
    3. For the purpose of this clause, ‘claim’ means any claim for payment of money (including damages, compensation or otherwise) or for a reduction or alleviation of rights or obligations under this Purchase Order, arising out of or in any way in connection with the Purchase Order or otherwise arising at law or in equity, including under statute, in tort (including for negligence, negligent misrepresentation or otherwise), for restitution, quantum meruit, waiver, estoppel or otherwise.
    4. For the purpose of this clause, ‘loss’ means any loss (whether direct, indirect or consequential), debt, obligation, cost (including legal costs, deductibles or increased premiums), expense, damages, fine, penalty, compensation, charge or any other liability whether actual, prospective, contingent or currently ascertainable or not.

    5. To the extent permitted by law, the Customer will not be liable to the Supplier or Sub-Contractor for any indirect or consequential loss under the Purchase Order, in tort (including negligence), in equity or otherwise at law.
  7. INVOICING AND PAYMENT

    1. The Supplier or Sub-Contractor acknowledges and agrees that, unless otherwise stated in the Purchase Order, the Supplier or Sub-Contractor acknowledges and accepts that the Purchase Order price:

      1. items, works and services necessary to the Goods and Services.
      2. costs and expenses that may be incurred by the Sub-Contractor in connection with this Purchase Order, including the Goods and Services and all costs and expenses incurred by the Supplier or Sub-Contractor prior to the date of the Purchase Order
      3. full allowance for the risks, liabilities, contingencies, and other circumstances arising in connection with, or which may impact, the Supplier or Sub-Contractor’s Goods and Services;
      4. risks, liabilities, and obligations of the Supplier or Sub-Contractor expressed or implied in the Purchase Order; and
      5. escalation or rise and fall, including the cost of materials or labour, all taxes, charges, imports, and fees of any nature.
    2. shall pay the Supplier or Sub-Contractor in accordance with the agreed payment schedule attached or referenced in the Purchase Order. If no payment schedule has been specifically defined then the Supplier or Sub-Contractor will invoice the Customer at the completion of the Goods and Services, as determined by the Customer.
    3. Unless otherwise stated in the Purchase Order, prices and rates exclude GST.
    4. For the purpose of a fixed lump sum price, the Customer does not warrant the content, correctness, accuracy, or completeness of the breakdown of a fixed lump sum or any bill of quantities. The Supplier or Sub-Contractor is not entitled for any change to that price because of any error, inaccuracy, or incompleteness of any bill of quantities accompanying the price or as otherwise set out in the Purchase Order.
    5. For the purpose of a schedule of rate price, each unit rate is fixed and subject to re-measurement of the total quantities supplied.
    6. Unless otherwise specified in the Purchase Order, invoices for payment must be submitted to the Customer for payment following delivery of the Goods and Services.
    7. Where the duration of the Goods and Services exceeds one month in duration, the Supplier or Sub-Contractor may invoice the Customer each month for all Goods and Services supplied during the month.
    8. When requested by the Customer, the Supplier or Sub-Contractor must provide all reasonable evidence (e.g. invoices for materials and any other substantiation) to support any invoice or other claim under this Purchase Order.
    9. The Customer shall make payment for invoices based on ‘thirty (30) days from end of month of the invoice date’, unless otherwise agreed in writing by the Customer.
    10. Without limiting any other clause or requirement of the Purchase Order, the Supplier or Sub-Contractor must comply with the following conditions precedent for payment:

      1. the Supplier or Sub-Contractor has supplied all substantiation necessary in support of the amounts claimed by the Supplier or Sub-Contractor;
      2. the Supplier or Sub-Contractor has supplied all relevant and current insurance certificates of currency; and
      3. the Supplier or Sub-Contractor has noted the unique Purchase Order number on all invoices.
    11. Invoices that do not meet the conditions for payment under this clause, including but not limited to a failure to quote the unique Purchase Order number, will be returned to the Supplier or Sub-Contractor for rectification and resubmission.
    12. Without limiting any other right, the Customer may have under this Purchase Order or at law, the Customer may deduct, retain, withhold or set-off from any moneys or payment due to the Supplier or Sub-Contractor for:

      1. any debt or other moneys due from the Supplier or Sub-Contractor to the Customer, including the amounts of any claim which the Customer has or may have against the Supplier or Sub-Contractor (whether under this Purchase Order or not);
      2. any amounts the Customer deems reasonably necessary or appropriate to protect it from loss in connection with identification of failures, performance relayed issues, defects, or the termination of the Purchase Order.
  8. DELAY

    1. The Supplier or Sub-Contractor must supply the Goods and Services and Services by the dates required under the Purchase Order. The Supplier or Sub-Contractor must take all practical steps necessary to prevent and mitigate any delay in the supply of the Goods and Services and Services and must immediately (within forty-eight (48) hours) notify the Customer of any actual or potential delay. Where a delay prevents the Supplier or Sub-Contractor from supplying the Goods and Services by the dates required under the Purchase Order, the Supplier or Sub-Contractor must submit a fully evidenced extension of time claim to the Customer within five (5) days of the delay occurring
    2. Subject to the Supplier or Sub-Contractor having carried out reasonable prevention and mitigation steps and the notification and claim submission requirements under this clause 8.2, the Supplier or Sub-Contractor will be entitled to an extension of time to supply the Goods and Services where the delay is a result of:

      1. a breach of this Purchase Order by the Customer;
      2. a variation to this Purchase Order, as directed and agreed in writing by the Customer; or
      3. suspension of supply of the Goods and Services directed by the Customer, in each case, where the Supplier or Sub-Contractor has not caused or contributed to the delay and limited to delays that prevent the supply of the Goods and Services by the required date under the Purchase Order.
  9. VARIATIONS

    1. The Supplier or Sub-Contractor must not vary the Goods and Services and Services under the Purchase Order unless directed in writing by the Customer.
    2. If the Supplier or Sub-Contractor believes that a variation in the Goods and Services has occurred, the Supplier or Sub-Contractor must immediately (in any event within forty-eight (48) hours) notify the Customer and the Supplier or Sub-Contractor must submit a fully evidenced variation claim to the Customer within five (5) days of the variation occurring.
    3. Subject to the Supplier or Sub-Contractor having complied with the notification and claim submission requirements under this clause, the Customer will notify the Supplier or Sub-Contractor in writing:

      1. that the Customer agrees that a variation in the Goods and Services has occurred, and the value of the variation claim that is approved; or
      2. that the Customer does not agree that a variation in the Goods and Services has occurred, and, on this basis, the Supplier or Sub-Contractor’s variation claim is not approved.
    4. The Supplier or Sub-Contractor shall be entitled to the reasonable direct cost to be incurred by the Supplier or Sub-Contractor as a result of the variation and a ten percent (10%) margin for indirect personnel, offsite overheads, contingency and profit.
    5. During the term of the Purchase Order and on request by the Customer in writing, the Supplier or Sub-Contractor must provide a detailed written quotation for any variation proposal requested by the Customer. Where the Customer approves the variation proposal, the Supplier or Sub-Contractor must complete the variation to the Goods and Services by the date stated in the variation proposal.
    6. Irrespective whether the Customer has approved the variation, the Customer may direct the Supplier or Sub-Contractor to proceed with the work that is subject of the alleged variation.
  10. SUSPENSION AND TERMINATION

    1. The Customer may, at any time by written notice, suspend all or part of the Purchase Order for any reason whatsoever. Upon receipt of a notice of suspension, the Supplier or Sub-Contractor will cease performance of the supply of the Goods and Services in accordance with the direction of the notice. The Supplier or Sub-Contractor must recommence the supply of Goods and Services under the Purchase Order within forty-eight (48) hours of being directed to do so by the Customer.
    2. The Supplier or Sub-Contractor will not be entitled to payment by the Customer for any costs it may incur as a result of any such suspension where the reason for the suspension was caused or contributed to by the Supplier or Sub-Contractor.
    3. In the event of a breach of the Purchase Order by the Supplier or Sub-Contractor, the Customer may issue the Supplier or Sub-Contractor a ‘Breach Notice’.
    4. Any Breach Notice must be in writing and:

      1. contain a Statement that it is a Breach Notice;
      2. identify and give details of the Purchase Order;
      3. identify and give details of the breach; and
      4. state the remedy sought and date required.
    5. The Supplier or Sub-Contractor, at no cost or impact to the Customer, must remedy the breach in accordance with the Breach Notice to the Customer’s satisfaction and without delay.
    6. Where the Supplier or Sub-Contractor fails to remedy the breach to the satisfaction of the Customer within seven (7) days of the receipt of the Breach Notice, or the breach is not capable of remedy, the Customer may by written notice, terminate the Purchase Order, in whole or in part.
    7. The Customer may terminate the Purchase Order with immediate effect, by notice to the Supplier or Sub-Contractor, where:

      1. the Supplier or Sub-Contractor or the Supplier or Sub-Contractor’s personnel breaches health and safety obligations;
      2. the Supplier or Sub-Contractor or the Supplier or Sub-Contractor’s personnel engage in wilful default, wilful misconduct, or fraud in respect of any matter in connection with this Purchase Order;
      3. the Supplier or Sub-Contractor has committed more than three breaches of the Purchase Order for which the Customer has issued a Breach Notice for; or
      4. the Supplier or Sub-Contractor abandons performance of all or a substantial part of the supply of the Goods and Services.
    8. In the event a Party is under an insolvency event (or an event reasonably analogous with insolvency), the other Party is entitled to terminate the Purchase Order by written notice with immediate effect.
    9. Notwithstanding any other provisions of the Purchase Order, the Customer may terminate the Purchase Order, for any reason, by giving fourteen (14) days written notice to the Supplier or Sub-Contractor. Provided the Supplier or Sub-Contractor has not breached the Purchased Order or is not in default, the Customer shall pay the Supplier or Sub-Contractor:

      1. for Goods and Services supplied prior to the date for termination specified in the notice to the Supplier or Sub-Contractor; and
      2. all reasonable direct costs incurred by the Supplier or Sub-Contractor as result of the termination, excluding off-site overheads, profit, indirect or consequential loss.
  11. SITE ACCESS

    1. The Supplier or Sub-Contractor must inform its personnel of all applicable site access requirements, policies, procedures, and site rules pertaining to the site at which the Goods and Services are to be delivered and/or installed. This includes, but is not limited to, attending site inductions, adhering to security processes, undergoing medical assessments, undergoing fitness for work testing on site, and safety, health, environment, and quality requirements.
    2. The Customer is not required to provide the Supplier or Sub-Contractor with exclusive possession of the site. The Supplier or Sub-Contractor agrees to coordinate with the Customer and its other contractors at the site in order to supply the Goods and Services without causing delay or disruption to the work being performed by the Customer or its other contractors at the site.
    3. If the Supplier or Sub-Contractor believes the Customer has not provided sufficient and safe access to those parts of the site required for the Supplier or Sub-Contractor to supply the Goods and Services, the Supplier or Sub-Contractor must immediately notify the Customer in writing.
    4. Without limiting the warranties under this Purchase Order, the Supplier or Sub-Contractor acknowledges and agrees that the price includes adequate allowance to meet the site access and coordination requirements, as communicated by the Customer from time to time.
  12. SUPPLY OF GOODS AND SERVICES

    1. All Goods and Services supplied must be fit for the purpose and meet the requirements described in, or reasonably inferred from this Purchase Order. Unless otherwise specified in the Purchase Order, the Supplier or Sub-Contractor must only use Goods and Services that are new and undamaged.
    2. Goods and Services supplied must comply with all applicable:

      1. Australian standards;
      2. codes and specifications required under the Purchase Order; and
      3. requirements of government authorities and all applicable laws, including without limitation all obligations in relation to work health and safety and environment.
    3. For all Goods and Services supplied for use in construction, the Supplier or Sub-Contractor must provide complete manufacturer warranties and detailed material traceability documentation, such as factory testing documentation, materials certification, calibration certification and any other information required to satisfy quality criteria described in, or reasonably inferred from the Purchase Order.
    4. Title in the Goods and Services transfers to the Customer on the earlier of:

      1. delivery to site, the Customer’s premises or nominated delivery location; and
      2. payment by the Customer for that part of the Goods and Services.
    5. Until the completion of the Purchase Order, the Supplier or Sub-Contractor bears the risk of any loss or damage to the Goods and Services.
    6. All HDPE material supply will not contain any re-grind material. Only virgin HDPE will be accepted.
    7. The Supplier or Sub-Contractor shall ensure that all equipment and materials provided under this contract are delivered with adequate and safe packing and securing materials and techniques. This includes the use of glutting, wrapping to pallets, and appropriate strapping to prevent any possible damage during transportation and movement on site. The Supplier or Sub-Contractor’s adherence to these requirements is essential for ensuring the integrity and safety of people, materials and equipment until their final handover at the designated location. Non-compliance with these packing and securing guidelines will be considered a breach of the contract terms
  13. QUALITY STANDARDS

    1. The Supplier or Sub-Contractor must comply with the standards of quality specified in the Purchase Order and, in all cases, relevant legislative requirements and Australian standards. If no standards are specified, the Supplier or Sub-Contractor must comply with the best practice industry standards applicable to the Goods and Services concerned.
    2. If requested by the Customer for review, the Supplier or Sub-Contractor must provide the Customer with copies of the ‘Inspection Test Plan’, ‘Inspection Test Report’, ‘Factory Inspection Test Report’, ‘Type Testing Report’, ‘Manufacture Data Report’ and other documents prepared for the management and control of quality related to the Goods and Services.
    3. Material Data Certificates must be supplied for all HDPE material supply.
  14. WORK HEALTH, SAFETY AND ENVIRONMENTAL INCIDENTS

    1. The Supplier or Sub-Contractor must notify the Customer’s representative of any work health, safety and environmental incident (including incidents reportable to government authorities) which arises out of or in connection with the supply of the Goods and Services, as soon as possible and in any event no later than sixty (60) minutes after its occurrence. The Supplier or Sub-Contractor must provide the Customer with a copy of any incident notification documentation provided to a government authority or other authorised Party.
    2. If requested by the Customer, the Supplier or Sub-Contractor must:

      1. provide to the Customer copies of all other documents relevant to a work health, safety, and environmental incident; and
      2. authorise the Customer and its representatives, agents, or clients to conduct interviews with any of the Supplier or Sub-Contractor’s personnel regarding all matters relevant to the incident.
    3. If directed by the Customer, the Supplier or Sub-Contractor must complete and submit to the Customer a full investigation into a work health, safety, and environment incident within three (3) days of its occurrence.
  15. DEFECTS

    1. During the Defects Liability Period, the Customer may give written notice to the Supplier or Sub-Contractor of any failure or defect in the Goods and Services and the time when rectification must be completed. The Supplier or Sub-Contractor must, without delay and at no cost to the Customer, promptly rectify any failure or defect in the Goods and Services.
    2. The Supplier or Sub-Contractor acknowledges and agrees that the rectification of a failure or defect must be in a manner acceptable to the Customer and may, without limitation, require the Supplier or Sub-Contractor to replace the Goods and Services. The Supplier or Sub-Contractor further acknowledges and agrees that all rectification must be performed at times and in such a way as to minimise disruption to the Customer and or other third parties impacted by the failure, defect, or rectification. If the Supplier or Sub-Contractor fails to rectify any failure or defect within the time required by the Customer, the Customer may rectify the Goods and Services itself or have the rectification undertaken by a third party. All costs so incurred will be a debt due and payable by the Supplier or Sub-Contractor to the Customer which may be deducted from moneys otherwise owing to the Supplier or Sub-Contractor by the Customer.
    3. If elected in writing by the Customer, any Goods and Services rectified during the Defects Liability Period may be subject to a further full Defects Liability Period, commencing on the date of completion of any such rectification.
    4. In addition to the Defects Liability Period and without limiting the Supplier or Sub-Contractor warranties under this Purchase Order or any other warranties available to the Customer against the Supplier or Sub-Contractor at law or in equity, the Supplier or Sub-Contractor remains liable to the Customer for latent defects in the Goods and Services for a period of 6 years following completion of the Purchase Order.
    5. Without limiting any of the Supplier or Sub-Contractor warranties, indemnities, liabilities and obligations under this Purchase Order or otherwise at law or in equity, the Supplier or Sub-Contractor acknowledges and accepts to indemnify the Customer for any direct, indirect or consequential loss, damage or claim caused or contributed by any failure or defect in the Goods and Services. This indemnity remains unaffected by any variation, suspension, completion, or termination of this Purchase Order.
  16. CONFIDENTIALITY

    1. The Supplier or Sub-Contractor has an obligation to maintain confidentiality for all information received from or given by the Customer.
    2. Any information provided, whether in written, verbal or digital form, is confidential and cannot be disclosed (directly or indirectly) to any other party without prior consent of the Customer.
    3. The obligations under this clause shall be a continuing obligation and shall survive the completion or termination of the Purchase Order for a period of 2 years.
  17. DISPUTE RESOLUTION

    1. If a Dispute arises then either Party to the Contract may serve the other Party with a Dispute Notice.
    2. Within 5 Business Days of receipt of a Dispute Notice, representatives of the Parties having authority to bind the Parties shall confer in an attempt to resolve the Dispute, which conferral shall be confidential and on a ‘without prejudice’ basis.
    3. If the Dispute has not been resolved within 15 Business Days of the service of the Dispute Notice, the General Managers (or their equivalent) of the Parties shall confer for the same purpose as the Parties’ representatives, which conferral shall be confidential and on a ‘without prejudice’ basis.
    4. If the dispute is not resolved within 35 days of the service of the Dispute Notice, then either Party may commence legal proceedings.
    5. As a condition precedent to the commencement of any court or tribunal proceedings, if a dispute or difference arises under or in connection with this Contract and the aggregated amount of either party’s claims (excluding interest and costs) exceeds $75,000 (ex GST), the dispute or difference shall be, and is hereby, referred to expert determination to be conducted in accordance with Resolution Institute Expert Determination Rules 2016.
  18. INTELLECTUAL PROPERTY

    1. Any Intellectual Property rights in any sketches, plans, drawings, designs, reports, or documents prepared by the Supplier or Sub-Contractor in performance of the Services under the Purchase Order will, upon its creation, vest in the Customer.
    2. Any Intellectual Property owned by the Supplier or Sub-Contractor prior to the execution of the Services under the Purchase Order will remain the property of the Supplier or Sub-Contractor. The Supplier or Sub-Contractor grants the Customer a non-exclusive, transferable, royalty free, irrevocable, and perpetual licence to use, reproduce, configure, adapt, and modify any Intellectual Property owned by the Supplier or Sub-Contractor and used by the Supplier or Sub-Contractor supplying the Goods and Services.
  19. GOODS AND SERVICES TAX

    1. Unless otherwise stated expressly, all rates and Prices under this Contract are exclusive of GST.
    2. Customer is not liable to pay any claim by the Supplier or Sub-Contractor until it receives a valid tax invoice for the amount.
  20. MODERN SLAVERY

    1. The Supplier or Sub-Contractor warrants that it has thoroughly investigated its labour practices, and those of its direct Supplier or Sub-Contractors, to ensure that there is no Modern Slavery (as defined in the Modern Slavery Act 2018 (Cth)) used anywhere in the Supplier or Sub-Contractor’s business or by any of its direct Supplier or Sub-Contractors, and that it has put in place all necessary processes, procedures, investigations and compliance systems to ensure ongoing compliance.
  21. MISCELLANEOUS

    1. All notices and other communications must be in writing and are effective on receipt. Oral notices and communications are ineffective unless confirmed in writing within 48 hours.
    2. Any part or provision of the Contract which is invalid or unenforceable is to be read down or severed.
    3. No failure or delay on the part of Customer in exercising any right, power or remedy will operate as a waiver.
    4. Each party must bear its own costs arising out of the negotiation, preparation and execution of the Contract.
    5. Customer may conduct an audit to ensure the Supplier or Sub-Contractor’s compliance with this Contract, including to validate the Supplier or Sub-Contractor’s costs and charges. The Supplier or Sub-Contractor must provide any records required by Customer to conduct such audit in a form acceptable to the Customer.
  22. PERSONAL PROPERTY SECURITIES ACT

    1. Terms used in this clause 22 which are defined in the PPSA have the meanings given to those terms in the PPSA.
    2. The Supplier or Sub-Contractor must:

      1. within 5 days of a request from the Customer, provide details (including, where relevant, serial numbers) in respect of constructional plant, equipment and other things owned by the Supplier or Sub-Contractor which will be used in connection with the performance of the Supplier or Sub-Contractor’s obligations under this Contract; and
      2. if any details provided in accordance with clause 22.1(a) change, provide revised details to the Customer within 5 days.
    3. Either Party may register any Security Interest granted under this Agreement on the PPS Register in any manner it chooses.
    4. Either Party must provide the other Party with any information the other Party requires for the purposes of effecting such registration.
    5. The Parties need not give any notice under the PPSA, unless the PPSA expressly requires a notice to be given without the option of opting out.
    6. The Supplier or Sub-Contractor must ensure that, unless otherwise agreed in writing by the Customer:

      1. the Supplier or Sub-Contractor does not part with possession of any of the Customer’s personal property;
      2. the Supplier or Sub-Contractor does not create any Security Interest or lien over any of the Customer’s personal property whatsoever (including the Equipment (whether or not complete) but excluding Security Interests granted in favour of the Customer); and
      3. the Supplier or Sub-Contractor does not sell, lease or dispose of any interest it may have in the Customer’s personal property.
    7. If, in the opinion of the Customer, the PPSA applies, or will in the future apply to the Customer’s rights and the PPSA;

      1. affects or could affect the Customer’s security position or the rights or obligations of the Customer under or in connection with this Contract; or
      2. enables or would enable the Customer’s security position to be improved, then the Customer may give notice to the Supplier or Sub-Contractor requiring the Supplier or Sub-Contractor to do anything (including providing all reasonable assistance to the Customer in relation to the registration of a Security Interest in respect of the Customer’s rights, including the execution of documents relation to such registration) that in the Customer’s opinion is necessary or desirable.
    8. The Supplier or Sub-Contractor must comply with the requirements of a notice given by the Customer under clause 22.7 within the time stipulated in the notice.
    9. The Supplier or Sub-Contractor warrants to the Customer that when payment is made to the Supplier or Sub-Contractor or title otherwise passes to the Customer, those constructional plant, equipment or materials will be free and clear of any Security Interest or other encumbrances.

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