Supplier and Sub-Contractor Terms and Conditions

1. These Conditions prevail over any other Terms & Conditions of sale sought to be imposed by the Supplier and this Order shall be governed by the laws of the State in which the Order has been placed.
2. The Supplier must quote the Purchase Order Number on all Invoices. Failure to do so will result in payments being delayed or withheld.
3. Where a EvolvBT Subcontract or Supply Agreement has been entered into between EvolvBT and the Supplier, the Terms and Conditions of that Agreement are binding and shall be read in conjunction with the conditions set out below. In the case of any inconsistency or conflict, the terms of the Subcontract or Supply Agreement will take precedence over these Standard Terms and Conditions.
4. Certified drawings shall be supplied to EvolvBT within fourteen (14) days of receipt of this order where required.
5. Four (4) copies of pertinent technical information required for EvolvBT to complete the manuals shall be supplied within four (4) weeks of receipt of this Order. No payment will be made until such information has been received in full.
6. EvolvBT may be liable for liquidated damages and other costs for non-compliance by the supplier in respect to this Order. Should the Supplier prevent EvolvBT from complying with the program requirements of the Contract, EvolvBT may in turn hold the Supplier responsible for any costs incurred. Upon it becoming apparent that the Supplier will be delayed in completing the work contained in this Order the Supplier shall immediately advise EvolvBT in writing as to the cause of the delay. The Supplier may be liable for damages and / or liquidated damages if the delivery date is not achieved due to the Supplier’s default.
7. The Supplier warrants that the goods or services covered by this Order will conform to all Statutory Requirements, Legislation, Acts and Regulations, Australian Standards, the requirements of this Order and will be merchantable and free from any defects in design, material or workmanship for a period of twelve (12) months and shall promptly correct at no cost to EvolvBT any such defects as may develop within this period. The foregoing Warranty shall inure to the benefit of and be enforceable by EvolvBT or its customers. The warranty shall be deemed to commence from the date of practical completion applicable to EvolvBT.
8. The Supplier warrants that it has clear title to the Goods, free of any security interests, liens, charges and encumbrances.
9. The parties agree that the Contract does not constitute a security agreement and the Supplier will not register a security interest in the Goods unless expressly agreed by EvolvBT, in writing.
10. 1The Supplier agrees to protect and hold EvolvBT and its customers harmless from all costs, expenses or damages arising from alleged or actual infringement of patents, and from liability from accidental damage, loss or injury sustained by any persons by reasons of anything the Supplier or Supplier’s employees do whilst completing the work contained in the Order.
11. No work shall be performed by the Supplier, which is beyond the scope of this Order unless written authority has been given by EvolvBT.
12. The order shall not be assigned or sub-let either fully or part without the reasonable permission of EvolvBT, in writing.
13. The Supplier shall work in accordance with the EvolvBT program. However it is the responsibility of the Supplier to maintain its own job program.
14. The Supplier shall deliver the goods strictly in accordance with the shipping instructions and date required as indicated in this Order. Goods must be accompanied by a delivery docket stating the order number and item shown on the front hereof. Where applicable Safety Data Sheets (SDS) must be provided on all dangerous / hazardous goods supplied.
15. Transport arrangements and responsibility for goods in transit to the nominated delivery point including costs are the responsibility of the Supplier. Immediately upon shipment the Supplier is to notify EvolvBT advising complete shipping and routing information.
16. The Supplier shall hold goods (as required) in store up to a maximum of four (4) weeks after any previously agreed date to meet the delivery requirements for the Project.
17. Insurance of materials and equipment supplied and work performed by the Supplier is the responsibility of the Supplier.
18. The subject of the Order shall remain the property of the Supplier until actually received by EvolvBT at the location stated in this purchase order and paid in full by EvolvBT.
19. Hoisting and off-loading are the responsibility of the Supplier whenever the Supplier is required under the scope of this Order to install or erect plant, materials, or equipment supplied by the Supplier.
20. If the goods are not delivered by the required date EvolvBT may cancel the Order in respect of such undelivered goods without incurring charges in relation to such cancellations. EvolvBT will not unreasonably withhold payments for goods, which can be incorporated into the works.
21. Invoices and progress claims must be received by EvolvBT, once a month, on or afer the 25th day of each month. Progress payments and the period for payment will be 30 business days from the date that the approved progress claim claim and invoice was received or as further agreed. Unless otherwise agreed invoicing and progress claims can only be made for goods received on to site prior to that day.
22. No claim for Rise and Fall shall be accepted unless Rise and Fall is shown in this Order. Where Rise and Fall is accepted it shall be in accordance with the formula shown on this Order and supported by the relevant calculations.
23. The Supplier assumes complete responsibility for all necessary cover under Worker’s Compensation Insurance and any other insurance deemed necessary under law, to the extent that EvolvBT is indemnified against any and all claims, which may arise consequent upon completing the work contained in this order.
24. It is the responsibility of the Supplier to ensure that all Agreements applicable to the site labour & site are complied with. Any failure to comply with this clause will render the Supplier liable to EvolvBT for any and all costs and expenses incurred by EvolvBT brought about by the Supplier’s default.
25. Where this Order requires work to be carried out on a site the Supplier shall effect Public and Products Liability Insurance with a limit of indemnity of not less than $20 million for any one occurrence (and with respect to products liability also in the aggregate), and evidence of currency of the policy shall be issued to EvolvBT. In addition, the Supplier must effect or cause to be effected insurance against all insurable risks for loss, damage or destruction to the Goods for their full reinstatement or replacement value, including cover while the Goods are in transit. If the Supplier is carrying out Services on a EvolvBT site then it must effect or cause to be effected comprehensive motor vehicle insurance (which includes third party vehicle insurance with a limit of liability of not less than $10 million). The Supplier must affect any other insurance reasonably required by EvolvBT from time to time, including contract works insurance and professional indemnity insurance. The provisions of this clause are not to be read so as to reduce the Supplier’s Liability under any other provisions of the Contract.
26. Any Special Conditions noted on the Order are an integral part of the Order and those Special Conditions shall be read and construed in accordance with these Standard Terms and Conditions.
27. GST is payable on this Order. It is deemed to be included in the cost and it is the Supplier’s responsibility to comply with the relevant legislation. All Invoices against this Order must display the Supplier’s ABN where applicable and show the GST value separately.
28. If the Supplier;
    • Informs EvolvBT or Creditors generally that it is insolvent or unable to pay its debts as they fall due or if EvolvBT on reasonable grounds suspects that the Supplier is insolvent or unable to pay its debts as they fall due;
    • Commits an Act of Bankruptcy;
    • Enters into a composition or arrangement with its Creditors or calls a meeting of Creditors with a view to entering into a composition or arrangement;
    • Has a Mortgagee seek to exercise a right of possession, management or control over the whole or part of the Supplier’s property;
    • Has execution levied against it by Creditors, Debenture Holders or Trustees under a floating change or the PPSR legislation;
    • Takes or has taken or instituted against it or action or proceedings whether voluntary or compulsory which has the object of or which may result in the winding up of the Supplier (except for purposes of reconstruction);
    • Has a winding up order against it or (except for the purposes of reconstruction) passes a resolution for winding up;
    • Is a party to the appointment of or has an Official Manager, Receiver, Receiver and Manager, Provisional Liquidator, Liquidator Controller, Administrator or similar appointee appointed to the whole or part of it property or undertaking;
    • Provides a statement to EvolvBT which is incorrect or misleading in any respect or provides any statement or declaration or makes any representation to EvolvBT as to any matter connected with the Supplier’s financial status or solvency which is incorrect or misleading in any respect; or
    • Repudiates the Contract; EvolvBT at any time & without prejudice to any other rights or remedies, by written notice to the Supplier may terminate the Order.
29. Work Health and Safety (HSEQ): Supplier must comply with the following HSEQ requirements in the performance of this agreement:
    • All law relating to work health and safety (HSEQ) including The Work Health and Safety Act and any Regulations made under this Act applicable to the State in which the work is being carried out.
    • Any Codes and Practices, approved and issued pursuant to the above Act and / or Regulations made under the Act; 29.3. Where an order is placed requiring work to be undertaken on a construction site, the following are required before any work commences:
30. The Supplier’s employees or agents must provide EvolvBT evidence of having received the relevant Construction Industry Induction Training, including certificate number where applicable.
31. The Suppliers employees or agents must attend Site Specific Induction Training when first arriving at the site, to be provided by the Principal Contractor.
32. The Supplier must provide a copy of their Worker’s Compensation Insurance Certificate of Currency where applicable.
33. The Supplier must provide EvolvBT with a copy of their ‘site specific’ Safe Work Method Statements (SWMS) and Risk Assessment of the work to be carried out, five (5) working days prior to commencement of work.
34. The Supplier must maintain and keep up to date Safe Work Method Statement’s for the place of work & must provide EvolvBT with any changes made to the Safe Work Method Statements. Exception to the above HSEQ compliance to construction work is where deliveries are made to site where the occupant of the delivery vehicle does not exit the vehicle whilst on site.
35. When visiting any of EvolvBT’s sites the Supplier will ensure that its employees, subcontractors and agents abide by and co-operate with all health, safety and operational requirements of EvolvBT. The Supplier will ensure that its employees, subcontractors and agents will advise EvolvBT of any known hazards in relation to the Goods and / or Services prior to or at the time of delivery of the Goods or Services.
36. Without limiting (above clause), the Supplier will ensure its employees, subcontractors and agents comply with requirements specified in EvolvBT’s drug and alcohol policies and procedures. The Supplier will ensure that its employees, subcontractors and agents agree to submit to random drug and alcohol testing when undertaken by EvolvBT at its sites from time to time.
37. In the event that EvolvBT discovers an unsafe practice or a breach of this clause, then in addition to any other rights under these Terms, EvolvBT may immediately suspend the work associated with the unsafe practice or breach. The suspension will not be lifted until the work area is made safe, the unsafe practice removed or the breach rectified. All direct costs under this clause will be borne by the Supplier.
38. If the Supplier does not rectify the breach or unsafe practice as described in (32.) above, then EvolvBT has the right to terminate the Contract immediately.
39. Where required by any Head Contractor or Principal, the Supplier shall permit an authorized official of EvolvBT together with a representative of the Head Contractor or Principal, full access to construction sites or other relevant places to;
40. Inspect work, material, machinery, appliance, article, or facility,
41. Inspect and copy any record relevant to the Project and Works the subject of this contract,
42. Interview any person,
43. The parties will attempt in good faith to settle any dispute by mediation. However, if any question, difference or dispute rising out of, or in relation to the supply of the Goods and / or Services cannot be resolved by mediation it will be settled by the arbitration of a single arbitrator appointed by the Supplier and EvolvBT and in the event of their failing to agree, an arbitrator will be appointed by the President at the time being of the Institute of Arbitrators & Mediators in the State in which the dispute has arisen.
44. Asbestos and Asbestos Containing Material (ACM): The use of asbestos in Australia, including the importation, manufacture, supply, transport, storage, removal, use, re-use, installation and handling of asbestos and asbestos containing material (ACM), is prohibited. EvolvBT may require an appropriately authorised officer of the Supplier to certify in writing that:
45. All materials, goods, products, equipment and plant (including any of these that were imported into Australia) used in or incorporated into the works are entirely (meaning 100%) asbestos and ACM free;
46. None of the exemptions to the prohibition on the importation of asbestos & ACM under the Customs (Prohibited Imports) Regulation 1956 (Cth) applied to any materials, goods, products, equipment & plant that were imported into Australia & used in or incorporated into the works, and
47. The Supplier has otherwise complied with all Statutory Requirements in respect of asbestos and ACM in delivering the works.
48. Where any imported materials, goods, products, equipment and plant have been used in or incorporated into the works, in addition to the certification required above, the Supplier must also supply evidence of:
49. Sample reports; and
50. Testing report information in the form of an analysis certificate from an Australian NATA accredited laboratory or international equivalent laboratory (listed on the NATA website).
51. The Supplier hereby indemnifies and shall keep indemnified EvolvBT against any losses, damages, costs, liabilities or claims incurred by EvolvBT, arising from or in connection with the Supplier’s breach of this clause 36.