Terms & Conditions

Commercial Building Supply Contract

  • Definitions
    • 1. In this contract:
      • 1.1. Materials means the materials to be supplied to Hindmarsh by the Supplier as set out in item 1 of the Schedule.
      • 1.2. Head Contract means the Contract between Hindmarsh and the Principal or between Hindmarsh’s principal contractor and Hindmarsh as the case may be.
      • 1.3. Head Contract Works mean the works to be done by Hindmarsh pursuant to the Head Contract, including any variations to the Head Contract.
      • 1.4. Price is set out in item 2 of the Schedule.
      • 1.5. Method of Payment is as specified in item 3 of the Schedule
      • 1.6. Principal is the principal named in item 4 of the Schedule
      • 1.7. Supplier is the party named in item 5 of the Schedule.
      • 1.8. Hindmarsh is Hindmarsh Plumbing Services Pty. Limited ACN 007 744 792
      • 1.9. Variation is any change to this contract or the Materials and includes any reduction in the Materials or a substantial or an entire deletion of the Materials.
      • 1.10. Site is the site where the Materials are to be used and delivered to unless there is a different arrangement in place as set out in item 7 of the Schedule.
      • 1.11. Defects Liability Period is the period in item 6 of the Schedule.
      • Also:
      • 1.12. Reference to the singular includes the plural and vice versa, and reference to any gender includes all genders, and reference to a person includes a corporation and vice versa.
      • 1.13. The laws of South Australia govern this contract and any legal action relating to it must be brought in the South Australian Courts.
      • 1.14. A party may only assign the benefit of this contract with the prior written consent of the other party.
      • 1.15. This contract is binding on and remains for the benefit of the parties and their respective executors, administrators, successors and permitted assigns.
      • 1.16. If any court or other competent authority declares any part of this contract unenforceable or if this contract would, if any part were not omitted, be unenforceable then:-
        • 1.16.1. that part will, without in any way affecting the enforceability of the remainder of this contract, be severable and this contract will be construed as if that part were not contained in the Subcontract; and
        • 1.16.2. the parties must attempt to renegotiate that part in good faith.
      • 1.17. This contract constitutes the entire agreement between the parties regarding its subject matter and supersedes all previous negotiations, commitments and writings regarding that subject matter.
      • 1.18. No provision of this contract:-
        • 1.18.1. merges on or by virtue of completion; or
        • 1.18.2. merges or is modified, discharged or prejudiced by virtue of any requirement or condition of this contract being waived.
  • Supplier to supply the materials
    • 2. The Supplier will supply the Materials;
      • 2.1. as required by this contract;
      • 2.2. as required by the terms of the Head Contract which are not inconsistent with the provisions of this contract; and
      • 2.3. as required by any written direction given by Hindmarsh.
    • 3. Hindmarsh will pay the Supplier the Price.
    • 4. Commencing supply of the Materials is deemed to be acceptance by the Supplier of all the terms and conditions of this contract.
    • 5. The Supplier is responsible for all labour, materials, tools, equipment, clothing, administrative and other expenses incurred in connection with its performance under this contract.
    • 6. The Supplier is responsible for any costs or expenses incurred in complying with all laws, regulations and/or industry agreements which relate to the supply of the Materials.
  • Timing
    • 7. The Supplier will supply the Materials within 2 days of Hindmarsh’s request.
    • 8. The Supplier will supply the Materials in accordance with any construction programme given by Hindmarsh to the Supplier.
    • 9. If no construction programme is provided by Hindmarsh, the Supplier will supply the Materials promptly and as required under clause 7.
  • Standard and detail of work
    • 10. The Materials will be new and good and proper and suitable for the purpose for which they are intended to be used by Hindmarsh and will comply with any relevant statute or applicable Australian or International Standard.
    • 11. The Supplier will supply the Materials in accordance with any plans, specifications or other details referred to in item 1 of the Schedule.
    • 12. If there are any inconsistencies between this contract, the plans, the specifications or other details referred to in item 1 of the Schedule 1, the Supplier will inform Hindmarsh immediately and before supplying any Materials that are affected by that inconsistency and the Supplier will advise Hindmarsh of any different Materials which are required and any extra time that is required to supply such different Materials.
  • Variations
    • 13. No Variation will invalidate this contract Agreement.
    • 14. If Hindmarsh requires a Variation, Hindmarsh will issue a written order to the Supplier setting out the details of the Variation.
    • 15. If the Variation is not urgent, where there is sufficient time to do so the Supplier will provide a written quote to Hindmarsh to carry out the Variation and an estimate of the additional time if any required to carry out the Variation.
    • 16. If Hindmarsh accepts the Supplier’s quote given under clause 15, the Price and the time to supply the Materials will be varied accordingly and the Supplier will do the Variation.
    • 17. If the Variation is urgent:
      • 17.1. the Supplier will proceed to do the Variation;
      • 17.2. the Price will be increased by the cost to the Supplier of the different Materials;
      • 17.3. if the Variation results in a reduction in the quantity of Materials and/or there is any cost saving, the Supplier will provide a credit to Hindmarsh and the Price will change accordingly.
    • 18. If the Supplier becomes aware of anything which might constitute a Variation under this contract or might result in a delay under this contract then immediately inform Hindmarsh in writing with full details of the possible Variation or delay.
    • 19. If Hindmarsh asks, the Supplier will give Hindmarsh copies of properly detailed documentation to prove its cost claimed under clause 17.
  • Payment
    • 20. The Supplier will invoice claims for payment by the 26th day of each month.
    • 21. Each invoice will include details satisfactory to Hindmarsh of the Materials supplied and to which the invoice relates.
    • 22. Hindmarsh will assess each invoice and advise the Supplier in writing of its assessment of the amount properly payable to the Supplier in relation to the invoice.
    • 23. Hindmarsh will pay the assessed amount for the invoice by the last day of the month after the claim was made.
  • Insurance
    • 24. The Supplier will have public liability insurance of at least $20,000,000.00.
    • 25. The Supplier will insure the Materials until they have been delivered to the Site and such delivery has been acknowledged by Hindmarsh in writing.
    • 26. The Supplier will provide to Hindmarsh a copy of any insurance policy if requested to do so.
    • 27. The Supplier will pay any Workcover levies which are its responsibility.
  • Clean site
    • 28. The Supplier will keep the site around the area where it delivers or stores the Materials clean during or at the completion of the supply of the Materials and at all times ensure that all debris is stockpiled in locations as directed by Hindmarsh.
  • Defects, breach and termination
    • 29. Defective Materials must be replaced immediately once notified by Hindmarsh at no cost to Hindmarsh.
    • 30. If the Supplier breaches one or more of the requirements of this contract then Hindmarsh may, by written notice to the Supplier, inform the Supplier of the breach and may require the Supplier to:
      • 30.1. remedy the breach within a specified but reasonable time, and/or
      • 30.2. provide further information or documentation to Hindmarsh.
    • 31. If the Supplier does not remedy the breach and/or provide further information or documentation to Hindmarsh as requested by written notice under clause 30 then Hindmarsh may terminate this contract by further written notice to the Supplier.
    • 32. If the Supplier fails to supply the Materials as required pursuant to this contract and Hindmarsh is liable to the Principal or the Head Contractor as the case may be for liquidated damages, the amount of such liquidated damages shall be a debt due and payable by the Supplier to Hindmarsh.
    • 33. If either party;
      • 33.1. enters into a scheme of arrangement, or
      • 33.2. has an Administrator or controller appointed, or
      • 33.3. has a winding up order made against it, or
      • 33.4. gives notice of a meeting of creditors, or
      • 33.5. is made bankrupt or petitions for bankruptcy then the other party may at any time, without prejudice to its other rights or remedies, by written notice immediately terminate this contract.
    • 34. If Hindmarsh fails to pay any amount due to the Supplier under this contract, the Supplier may give written notice to Hindmarsh to remedy its breach within a period of no less than 14 days.
    • 35. If Hindmarsh fails to remedy a breach notified under clause 34 with the period set out in that notice, the Supplier may by separate written notice terminate this contract.
    • 36. If the Supplier fails to pay any amount due and payable to Hindmarsh within 14 days of a claim for such payment, Hindmarsh may immediately terminate this contract.
  • Defects liability period
    • 37. During the Defects Liability Period the Supplier will within a reasonable time remedy any defects in the Materials notified to it in writing by Hindmarsh or, if Hindmarsh requires it, replace defective Materials within a reasonable time.