These Standard Conditions apply to all supplies of Goods and/or Services by the Contractor to Construction Services Australia Pty Ltd (ACN 007641) (CSA) unless specifically excluded or varied by CSA in writing. These Standard Conditions operate to the exclusion of all other terms and conditions proposed or notified by the Contractor, irrespective of whether the Contractor terms and conditions were proposed or notified prior to or after the relevant Goods and/or Services were supplied.
1. Authority and acceptance: CSA will not be bound by any Order unless it is issued by or on behalf of CSA. The supply of the Goods and/or Services by the Contractor constitutes acceptance by the Contractor of the Order and these Standard Conditions. If the Contractor supplies Goods and/or Services to CSA, it is agreeing to do so in accordance with and subject to the Order and these Standard Conditions.
2. Supply of Goods and Services: The Contractor must ensure that:
2.1 all Goods are new, of merchantable quality, made of good materials and workmanship, and are free from defects;
2.2 all Goods are fit for the purpose for which goods of the same kind are commonly supplied and any purpose which CSA makes known to the Contractor, and are accompanied by any necessary instructions, technical documents, operating and service manuals and applicable warranties;
2.3 it performs the Services in a timely manner, safely and with all necessary skill, care and diligence to the reasonable satisfaction of CSA;
2.4 it performs its obligations in accordance with this Agreement and all reasonable requests of CSA, all applicable laws, rules, regulations and industry and safety standards, and all policies and procedures of CSA from time to time, including but not limited to safety, health and environment policies, approved Codes of Practice, and any site specific policies and procedures.
2.5 all necessary permits and approvals are obtained to undertake all duties and obligations under this Agreement, including but not limited to a Job Safety Analysis/Safe Work Method Statement or equivalent in the manner required by the Work Health Safety Act (SA) 2012 prior to the commencement of works the subject of the Order;
2.6 it provides all necessary equipment, materials and labour that may be required to supply the Goods and/or Services.
2.7 the Goods are delivered in the quantity, at the time and to the site or delivery point specified by CSA in the Order or in accordance with any instructions notified by CSA. The Contractor must ensure that the Goods are protected against all damage and deterioration during transportation.
3. Title and Risk: Subject to clause 7 of these Standard Conditions, title to and risk in the Goods passes to CSA when CSA has taken delivery of the Goods at the site or delivery point specified or notified by CSA.
4. The Contractor's Personnel: The Contractor must ensure that the Contractor’s personnel engaged in the supply of the Goods and/or Services are registered under the Contractor’s policy of insurance with Return to Work SA, they are trained, competent and with appropriate qualifications and experience and perform their duties with care, skill and diligence. If CSA gives notice to the Contractor that a member of the Contractor’s personnel is unacceptable to CSA in its sole discretion, the Contractor must take immediate steps to remove the person and provide an alternative person consistent with the requirements of these Conditions.
5.Contractor’s Equipment: The Contractor must ensure that all equipment (including personal protective equipment) used in providing the Services is properly maintained, fit for the purpose for which it is intended and complies with all relevant laws and South Australian industry and safety standards.
6. Reporting: The Contractor must keep accurate records relating to the provision of the Goods and/or Services and it must make such records available for inspection or verification by CSA (including records required by to be kept by the Contractor pursuant to the Work Health and Safety Act (SA) 2012) upon the reasonable request of CSA and must report any safety incident or near miss to CSA promptly.
7. Inspection and acceptance of Goods: CSA will not be deemed to have accepted the Goods until it has had a reasonable time to inspect the Goods. If, on inspection, CSA finds that any Goods are defective in design, performance or workmanship or because they do not meet CSA’s specifications, CSA may reject those Goods by returning them to the Contractor at the Contractor’s cost. At CSA’s option and request, the Contractor must refund to CSA any payments made by CSA in respect of any defective Goods that CSA rejects, or replace free of charge any defective Goods that CSA rejects.
8. Invoicing and Payment: CSA will pay the Contractor for the supply of the Goods and/or Services within 30 days of the end of the month in which CSA receives a tax invoice for the Goods and/or Services, subject to the satisfactory performance of the Contractor’s obligations under the Order and these Standard Conditions and acceptance of the Goods and/or Services by CSA. The Contractor must not invoice Goods and/or Services until they have been supplied to CSA. The price payable for the Goods and/or Services will be the price agreed in writing by CSA and includes all costs, taxes and duties (including GST) and expenses incurred by the Contractor in complying with all its obligations under these Standard Conditions. The price will not vary except with the prior written approval of CSA. Acceptance of Goods and/or Services by CSA after the Contractor has notified a price variation is not of itself acceptance or approval by CSA of the price variation.
9. Sub-contracting: The Contractor must not sub-contract any part of the supply of Goods and/or Services without CSA’s consent.
10. Confidentiality: The Contractor must not, and must ensure that its employees, agents and sub-contractors do not, without the prior written approval of CSA, at any time use, disclose or give to any person any Confidential Information. This clause does not apply to Confidential Information that the Contractor proves is in the public domain other than as a result of a breach of this clause or is required to be disclosed by any applicable law or the listing rules of any applicable stock exchange.
11. Intellectual Property: The Contractor assigns to CSA all Intellectual Property Rights that may be created in the course of or in connection with the provision of the Services, effective immediately on the creation of any such Intellectual Property Rights. The Contractor must do all things necessary to ensure that CSA obtains all Intellectual Property Rights referred to in this clause including, where necessary, obtaining an assignment of rights from any personnel of the Contractor. The Contractor agrees that in the course of or in connection with providing the Services, it will not do any act or thing which may infringe any Intellectual Property Rights of CSA, its Related Bodies Corporate or any third party.
12.Insurance: The Contractor must, before commencing supply of the Goods and/or Services, effect and maintain the following insurances and must note thereon the interest of CSA: Public Liability and registration and insurance with Return to Work SA by the Contractor, at the Contractor’s cost, must apply to any workers (including deemed workers) of the Contractor.
13.Indemnity: Without limiting CSA’s other rights and remedies, the Contractor indemnifies and will keep indemnified CSA, its agents, sub-contractors and Related Bodies Corporate and any employees of any of them from and against any loss, damage, expense (including lawyer’s fees and expenses on an indemnity basis) claim, demand or liability made or incurred as a result of or in connection with:
13.1; the negligent act or omission of the Contractor or its employees, agents or sub-contractors;
13.2; personal injury, death or property loss or damage suffered by any person arising out of or in connection with the Goods or Services provided by the Contractor;
13.3 the Contractor’s failure to register and maintain any required insurances including registration with Return to Work SA); and
13.4 any infringement or alleged infringement of Intellectual Property Rights arising out of CSA’s use of the Goods and/or Services.
14.Termination: CSA may terminate an Order or any contract, arrangement or understanding that CSA may offer for performance any further services or provision of goods in future at any time by written notice of 14 days to the Contractor. Upon such termination, the Contractor will no longer be required to supply, and CSA will no longer be required to receive and pay for, the Goods and/or Services the subject of the Order.
15.Notices: Any notice, approval, consent or other communication must be in writing and sent by pre-paid post or facsimile to the address or facsimile number notified by the party to whom the notice is addressed.
16.1; Set off: CSA may deduct from any amounts due to the Contractor any amounts due from the Contractor to CSA.
16.2; Governing law: The governing law of these Standard Conditions is the law of South Australia and the parties submit to the non-exclusive jurisdiction of the Courts of that state.
16.3; Variation: A variation of any term of these Standard Conditions must be in writing and signed by the parties.
16.4; Severance: Any provision of, or the application of any provision of these Standard Conditions which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
16.5; Entire agreement: These Standard Conditions and the Order constitute the entire agreement between the parties for the Goods and/or Services and supersedes all previous agreements, proposals, representations, correspondence and discussions in connection with the Goods and/or Services.
17.Definitions and Interpretation:
Confidential Information means whether or not in material form, all information relating to the business dealings, contracts, customers, suppliers, computer operations, house designs and marketing, sales and business plans and financial data of CSA and any Related Body Corporate of CSA;
Contractor means the person from whom CSA has requested the supply of Goods and/or Services;
Goods means the goods to be provided by the Contractor to CSA as described in the Order;
Intellectual Property Rights means: patents, trade marks, service marks, rights in designs, trade names and copyright (including future copyright), in each case whether registered or not, and any applications for registration of any of them; rights under licences and consents in relation to any of them; and all forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world;
Order means any request for Goods and/or Services (whether in electronic, written or other form) issued by CSA to the Contractor;
Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth);
Services means the services to be performed by the Contractor, as set out in the Order, and any services necessarily incidental to them;
Standard Conditions means the conditions set out in this document, as amended from time to time; and
If there is any inconsistency between these Standard Conditions and an Order, the conditions in the Order will prevail to the extent of the inconsistency.
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