General Terms and Conditions of Purchase Order

1. Definitions

In this Purchase Order:

Business Day means a day on which banks are open for business in the State excluding a Saturday, Sunday or

public holiday in the capital city of the State.

Confidential

Information

means any information (in any form) disclosed or made available by or on behalf of the

Purchaser and any information directly or indirectly derived from that information, relating to the

operations, systems, affairs, clients, business, plans, policies and practices of the Purchaser, but

excluding information:

(a) in the public domain other than through a breach by the Supplier;

(b) rightfully obtained at any time by the Supplier without restrictions in respect of its

disclosure or use; or

Date of

Completion

means the date in which the Goods must be delivered and/or the Services must be completed as

nominated by the Purchaser.

Defective

Deliverables

means Deliverables which are not in conformity with this Purchase Order.

Deliverables means the Goods and Services ordered by the Purchaser pursuant to this Purchase Order.

Goods means any goods provided or to be provided by the Supplier as part of the Deliverables.

Indemnified

Persons

means the Purchaser, its directors, officers, employees, agents, and Related Bodies Corporate

(as that term is defined in in section 50 of the Corporations Act 2001 (Cth)).

Loss means any loss, cost, damage, expense (including lawyer's fees and expenses on a full

indemnity basis), claim, demand or liability.

Price means the price for the Deliverables stipulated in this Purchase Order.

Proportionate

Liability Law

means, where the State is:

(a) Queensland, the Civil Liability Act 2003 (Qld);

(b) Victoria, the Wrongs Act 1958 (Vic);

(d) South Australia, the Civil Liability Act 1936 (SA) and the Law Reform (Contributory

Negligence and Apportionment of Liability) Act 2001 (SA);

(e) Western Australia, the Civil Liability Act 2002 (WA);

(f) Tasmania, the Civil Liability Act 2002 (Tas);

(g) the Northern Territory, the Proportionate Liability Act 2001 (NT); and

(h) the Australian Capital Territory, the Civil Liability Act 2002 (ACT).

Purchaser means the entity procuring the supply of the Deliverables from the Supplier under this Purchase

Order.

Purchase

Order

means this document, which, together with any other documents expressly referenced therein,

constitutes the contract between the Purchaser and the Supplier.

Representative means, in respect of a party, an officer, director, employee, agent, representative, contractor or

subcontractor of that party (other than the other party)

Services means any services provided or to be provided by the Supplier which are ancillary to the

provision of the Goods, as part of the Deliverables.

State means the state or territory of Australia in which the Deliverables are supplied.

Supplier means the person, corporation or entity providing the Goods or Services pursuant to the

Purchase Order.

2. General

(a) The Purchaser engages the Supplier to supply the Deliverables, and the Supplier agrees to supply the Deliverables, in

accordance with and subject to the terms and conditions of this Purchase Order.

(b) The Supplier must Deliver the Goods and perform the Services:

(i) by the Date for Completion;

(ii) in the manner and quality required by Purchaser

(iii) at its own risk and in an efficient, timely and diligent manner;

(iv) using the standard of skill and care and diligence normally exercised by a prudent and experienced provider of

goods and services which are similar to the Deliverables in Australia;

(v) with a strict regard to and in accordance with all applicable laws, including all relevant safety and environmental

law, the Purchaser’s policies and procedures, anti-bribery and anti-corruption laws, anti-slavery and human

trafficking and applicable building codes of practice, and shall promptly furnish evidence and provide

assistance to the Purchaser, if requested by the Purchaser; and

(vi) in accordance with all directions from the Purchaser

(c) The Supplier must ensure that it and the Supplier’s Representatives are trained and hold all qualifications, licences,

accreditations, and approvals needed to supply the Deliverables.

3. Defects and warranties

(a) The Supplier must ensure, and expressly warrants, that the Goods and Services:

(i) comply with all requirements of the Purchase Order;

(ii) are supplied or performed in accordance with recognised industry standards and relevant Australian Standards;

(iii) are of merchantable quality and fit for the purpose for which they have been ordered;

(iv) are and will be free of any liens, charges or encumbrances including all security interests under the Personal

Property Securities Act 2009 (Cth);

(v) are new (including being made of new components), free from deficiencies in design, manufacture and

workmanship; and

(vi) where software is used in connection with the Goods and/or Services, the Supplier owns all source code and/or

holds all licences pertaining to any such software.

(b) If the Purchaser becomes aware of any Defective Deliverables, the Purchaser may direct the Supplier to, at its cost

(including delivery and incidental costs), replace, resupply or make good any Defective Deliverables to the Purchaser’s

satisfaction within the time specified by the Purchaser. If the Supplier fails to comply with such a direction, the Purchaser

may have the Defective Deliverables rectified or re-performed by persons other than the Supplier and the cost of such

rectification or re-performance will be a debt due to the Purchaser by the Supplier.

4. Payment

(a) The Price is fixed and is not subject to variation whether for rise or fall in costs, (other than noted) exchange rates or any

other reason. The Price is an all-inclusive price, including for all customs duty, packaging, marking, handling, delivery,

insurance, amounts payable for intellectual property rights and all incidental costs and expenses.

(b) Subject to the satisfactory performance and the timely delivery of the Deliverables, the Purchaser shall pay the Supplier

the Price.

(c) The Supplier shall submit tax invoices to the Purchaser within a 2 business days, detailing the Goods delivered and the

Services performed.

(d) Subject to clause 4(e), the Purchaser must pay the invoiced amount due to the Supplier 30 days from the end of the

month in which the invoice is received. The Supplier must provide the Purchaser with bank account details into which

payments by the Purchaser are to be deposited.

(e) If any invoiced amount is disputed by the Purchaser, the Purchaser must pay the undisputed amount to the Supplier in

accordance with this Purchase Order.

(f) The Purchaser may set off or deduct from any payments due to the Supplier any debt or other moneys due from the

Supplier to the Purchaser, whether for damages or otherwise.

5. GST

(a) Terms used in this clause will, where the context requires, have the meaning ascribed to those terms in the A New Tax

System (Goods and Services Tax) Act 1999 (Cth).

(b) Except where expressly stated otherwise, all sums stated in this Purchase Order are exclusive of GST.

payable or to be provided for that supply (except where stated to be inclusive of GST) will be increased by, and the

recipient of the supply must also pay, an amount equal to the GST (calculated at the prevailing rate of GST), subject to

receipt of a valid tax invoice.

6. Confidentiality

(a) The Supplier acknowledges and agrees that the Confidential Information always remains the property of the Purchaser

and the Supplier has no right, title or interest in the Confidential Information.

(b) The Supplier must:

(i) protect and keep the Confidential Information in strict confidence and keep it secure from unauthorised access;

(ii) not disclose the Confidential Information to any person, other than:

(A) to those of the Supplier’s Representative who have a need to know to supply the Goods or perform the

Services; or

(B) to the extent required by law;

(iii) not use the Confidential Information for any purpose other than to supply the Goods or perform the Services;

and

(iv) return to the Purchaser or destroy (at the Purchaser’s sole discretion) the Confidential Information and any

copies of the Confidential Information at expiry or earlier termination of this Purchase Order or at the

Purchaser’s earlier request.

6(b)(ii)(A) are aware of, undertake to comply with and do comply with the obligations contained in this clause 6.

7. Insurance and indemnity

(a) The Supplier shall effect and maintain with reputable insurers:

(i) public and products liability insurance for an amount not less than $20,000,000 for any one occurrence and

unlimited in the aggregate in respect of public liability to cover the Supplier’s liability for loss of or damage to

property and the death of or bodily injury (including disease or illness) to any person happening anywhere in

Australia;

(ii) insurance in respect of all claims and liabilities arising, whether at common law or under statute, relating to

workers’ compensation or employer's liability, from any accident or injury to any person employed by the

Supplier in connection with the Deliverables, which insurance must be in compliance with the laws of the State

and be extended to indemnify the Purchaser and contain a waiver of subrogation in favour of the Purchaser for

act benefits and common law where the jurisdiction allows;

(iii) comprehensive motor vehicle insurance covering all mechanically propelled vehicles owned or used by the

Supplier in connection with this Purchase Order, for at least $20,000,000 in respect of any one accident or

series of accidents arising out of one event; and

(iv) any other insurances required by law or which a reasonable and prudent person would consider to be

appropriate in supplying the Deliverables.

(b) The Supplier must provide certificates of currency confirming that it has the required insurances in place on or before the

earlier of when the Supplier commences performing the Services and the Date of Completion, and also upon request

from the Purchaser from time to time.

(c) The Supplier is solely responsible for payment of all deductibles or self-insured retentions that are applicable to the

Supplier’s insurance.

(d) The Supplier is responsible for and indemnifies Indemnified Persons against any Loss suffered or incurred by the

Indemnified Persons arising out of or in connection with:

(i) the supply by the Supplier of the Deliverables;

(ii) personal injury to, or illness or death of, any person (including the Supplier's Representatives, the Purchaser's

Representatives or a third party) in connection with the Deliverables;

(iii) damage to any property (including to any property of the Supplier, the Purchaser or a third party) caused or

contributed to by an act or omission of the Supplier or in connection with the Deliverables;

(iv) a breach of this Purchase Order by the Supplier or the Supplier’s Representative; and/or

(v) a wilful or negligent act or omission of the Supplier or the Supplier’s Representatives,

except and to the extent that such Loss is caused by the negligent act or omission or breach of this Purchase Order, by

the Indemnified Persons. This indemnity is a continuing obligation, independent from the other obligations of the parties

and survives the termination of this Purchase Order. It is not necessary for the Purchaser to incur expense or make

payment before enforcing a right of indemnity.

8. Assignment and sub-contracting

(a) The Supplier must not assign its interest in this Purchase Order or any rights or benefits under or arising out of or in

connection with this Purchase Order without the prior written consent of the Purchaser (in its absolute discretion).

(b) The Supplier must not subcontract any of the Services without the prior written approval of the Purchaser (in its absolute

discretion).

9. Termination

(a) The Purchaser may at any time and without reason for its sole convenience terminate this Purchase Order by written

notice to the Supplier.

(b) The Purchaser may immediately terminate this Purchase Order by notice to the Supplier in the event:

(i) of a breach by the Supplier of any of its obligations under the Purchase Order or

(ii) the Supplier ceases to trade or enters into liquidation whether voluntarily or compulsorily (other than for the

purposes of amalgamation or reconstruction) or compounds with its creditors or has a receiver, administrative

receiver, administrator, nominee, supervisor or similar officer appointed over all or any of its assets or its

undertaking or any part thereof or if any action, petition, application or proceeding is initiated or resolution

passed relating to any of the aforementioned matters.

(c) Any termination of the Purchase Order shall not prejudice or affect any rights or remedies accrued by either party prior to

or in consequence of the termination.

10. General

(a) Any notice given pursuant to this Purchase Order shall be in writing, in English and shall be deemed to be duly given if it

is delivered by hand at or sent by post or email to the addresses of the parties either set out in the Purchase Order or

notified to the other party from time to time. In the case of notices sent by post the same shall be deemed to have been

received 2 Business Days after being posted.

(b) Any waiver must be in writing and signed by the party. No indulgence shown by either party to the other shall prevent

that party subsequently insisting upon its rights and remedies under or in respect of this Purchase Order. If either party

shall expressly waive its rights in respect of any breach of this Purchase Order such waiver shall not operate as a waiver

of any similar subsequent breach or any breach of any other provision of this Purchase Order.

(c) If any provision or part of this Purchase Order shall be or shall become unenforceable, void or invalid (as the case may

be) such provision or part thereof shall not affect and shall be deemed to be severed from the remainder of this

Purchase Order which shall be or shall continue to be fully enforceable and valid.

(d) The Purchaser’s maximum liability under this Purchase Order is the Price for the Deliverables. Notwithstanding any

other provision of this Purchase Order, the Purchaser shall not be liable for any loss of revenue, loss of income, loss of

business, loss of profits, loss of production, loss of or damage to goodwill or credit, loss of business reputation, future

reputation or publicity, loss of use, loss of interest, losses arising from claims by third parties, loss of or damage to credit

rating, loss of anticipated savings, loss or denial of opportunity or any other loss, damage, cost or expense incurred by a

party or any other person that is indirect or consequential.

(e) To the maximum extent permitted by law, the operation of the Proportionate Liability Law is excluded in relation to any

and all rights, obligations and liabilities arising under or in relation to this Purchase Order, however such rights,

obligations or liabilities are sought to be enforced.

(f) Nothing in this Purchase Order shall be construed as establishing an agency or creating any trust, temporary or

permanent partnership or continuing relationship or commitment between the parties or any relationship of employer and

employee (including with respect to the Supplier’s Representatives).

(g) This Purchase Order is governed by and will be construed according to the laws of the State and the parties submit to

the non-exclusive jurisdiction of the courts and appellate courts of the State with respect to any legal action or

proceedings that may be brought at any time relating in any way to this Purchase Order.

(h) Title to the Goods passes to the Purchaser on the earlier of the first date on which the Purchaser makes a payment in

respect of the Goods or upon delivery to and acceptance by the Purchaser. The risk of any loss or damage to the

Goods, or in relation to the Services, or any part thereof, shall remain with the Supplier until acceptance by, the

Purchaser, whichever is the later. Title to the Goods does not imply Acceptance of the Goods.

(i) If a provision in this Purchase Order is wholly or partly void, illegal or unenforceable in any relevant jurisdiction that

provision or part must, to that extent, be treated as deleted from this Purchase Order for the purposes of that jurisdiction.

This does not affect the validity or enforceability of the remainder of the provision or any other provision of this Purchase

Order.

(j) The Supplier acknowledges that time is of the essence in this Purchase Order and that a breach of any time obligation

under this Purchase Order by the Supplier will be deemed to be a breach for the purposes of clause 9(b)(i).

(k) A variation of any term of this Purchase Order will be of no force or effect unless it is in writing and signed by each of the

parties.

General Terms and Conditions of Purchase Order

Established Concrete Construction