1.CONTRACT

1.1.The following documents form the entire Agreement between the parties:

(a) the Order;

(b) these terms and conditions; and

(c) any other document referred to in the Order.

If there is any inconsistency between the documents listed above, precedence will be given to the document highest in the list unless expressly agreed otherwise.

1.2. By commencing to supply the Goods or Services, the Supplier unconditionally accepts the terms and conditions of the Agreement and any terms or conditions proposed by the Supplier are expressly excluded regardless of how provided.

1.3. The Supplier acknowledges that:

(a) an offer to acquire the Goods or Services by CSA Specialised Services is conditional on the Supplier’s acceptance of these terms and conditions; and

(b) any acceptance by CSA Specialised Services of an offer by the Supplier to supply the Goods or Services is conditional on the Supplier accepting these terms and conditions.

1.4. To the extent permitted by Law, any statement, representation or promise made in any document, negotiation or discussion has no effect except to the extent expressly set out or incorporated by reference into this Agreement.

1.5. The Supplier must obtain all permits, approvals and licences required by Law to supply the Goods and perform the Services.

1.6.The Supplier must ensure that the Goods or Services:

(a) comply with the Law and applicable Australian Standards of Standards Australia Ltd;

(b) conform precisely in quality, quantity, specification and all other respects with any description provided to CSA Specialised Services by the Supplier or nominated by CSA Specialised Services to the Supplier;

(c) are accordance with the Agreement.

(d) are fit for the purposes for which goods and services of the same kind are commonly supplied and for any other purpose made known to the Supplier; and

(e) meet the standards that would be expected of a skilled and experienced supplier who supplies goods and services similar to the Goods and Services.

1.7. The Supplier must ensure that the Goods:

(a) are new, of merchantable quality and free from defects in materials and workmanship;

(b) are free from all Security Interests, liens, charges and encumbrances of any kind; and

(c) comply with any samples inspected by CSA Specialised Services prior to or after the Order was issued.

1.8. In performing its obligations, the Supplier must act reasonably and honestly, must perform the Services in a good and workmanlike manner and generally perform its obligations to the standard of care expected of a supplier regularly engaged in the business of supplying similar goods and services.

1.9. CSA Specialised Services may direct the Supplier at any time to vary, amend, increase, decrease, omit or change the quality, character, extent or amount of Goods or Services (Variation). If the parties cannot agree the adjustment to the Price or Delivery Date for a Variation, CSA Specialised Services will determine a reasonable increase or decrease to both the Delivery Date and Price, if applicable.

2. DELIVERY AND COMPLETION

2.1. The Supplier must at its own cost properly pack and protect all Goods to ensure safe arrival, and safely transport the Goods along appropriate routes, in accordance with industry best practice.

2.2. Delivery will have occurred only when the Supplier has:

(a) delivered the Goods to the Site, and unless otherwise specified in the Order, unloaded the Goods at the location designated by CSA Specialised Services' representative or in the Order, and received written confirmation of receipt from CSA Specialised Services;

(b) completed the Services (including the provision of all deliverables and products of the Services and all third party warranties to CSA Specialised Services) and received written confirmation of completion from CSA Specialised Services.

2.3. The Supplier must achieve Delivery by the Delivery Date and in any case expeditiously and without delay.

2.4.If the Goods and Services are not Delivered by the Delivery Date, the Supplier will be indebted to CSA Specialised Services for liquidated damages at the rate set out in the Order (if any) for each day that Delivery is delayed beyond the Delivery Date, until the earlier of:

(a) liquidated damages incurred meet the limit, if any, set out in the Order;

(b) the Agreement is terminated by CSA Specialised Services; or

(c) Delivery is completed,

but if no rate is set out in the Order, CSA Specialised Services will be entitled to common law damages for the delay.

2.5. CSA Specialised Services:

(a) may postpone the Delivery Date for any duration and for any reason in its absolute discretion, at any time before or after the Delivery Date; or

(b) must postpone the Delivery Date for a Delay Event but only if the Supplier notifies CSA Specialised Services in writing of the cause, expected duration and its efforts to minimise the effect of the Delay Event, within 3 Business Days of when the Supplier should have become aware of it, failing which the Supplier will not be entitled to any postponement of the Delivery Date.

2.6. Any delay by CSA Specialised Services in postponing the Delivery Date will not set time at large.

2.7. The Supplier may not subcontract any of its obligations without the prior consent of CSA Specialised Services. Despite any consent, the Supplier remains responsible for all acts and omissions of its subcontractors and must ensure that they comply with all applicable terms and conditions of the Agreement.

3.SECURITY

3.1.If required by CSA Specialised Services, the Supplier must provide the Security specified in the Order.

3.2.Within 10 business days of Delivery, CSA Specialised Services shall release part of the Security so that the total value of the Security held

shall not be more than 2.5% of the Price.

3.3. Within 10 business days of the end of the Warranty Period, CSA Specialised Services shall release any Security then held by CSA Specialised Services provided that there are no moneys owed from the Supplier to CSA Specialised Services.

4. DEFECTIVE GOODS AND SERVICES

4.1. If CSA Specialised Services determines that any Goods or Services are unsatisfactory, defective, of inferior quality or workmanship or fail to meet any requirements of the Agreement, (Defective) the Supplier must do any of the following, at its cost, as determined by CSA Specialised Services in its absolute discretion:

(a) re-take possession of the Defective Goods and refund the Price for the Defective Goods to CSA Specialised Services;

(b) Deliver replacements of the Defective Goods or re-perform the Defective Services; or

(c) repair the Defective Goods or remedy the Defective Services,

and reimburse CSA Specialised Services any damages or loss it has suffered as a direct result of the supply of the Defective Goods or Services. These rights are in addition to any other rights of CSA Specialised Services under the Agreement, at Law or in equity.

4.2. If CSA Specialised Services requires the Supplier to re-take possession of Defective Goods, the Supplier must collect the Defective Goods within 14 days from the date when CSA Specialised Services so notifies the Supplier, failing which CSA Specialised Services may (but is not obliged to) return the Defective Goods to the Supplier at the Supplier’s cost and risk.

4.3. The Supplier warrants that for the Warranty Period, it will at its cost repair or replace any defective Goods or Services which become apparent under normal working conditions during such period. All replacements or repairs must be carried out at the times notified by CSA Specialised Services and so as to minimise any inconvenience to users of the Site.

4.4. The Supplier must do all things to ensure that CSA Specialised Services has the benefit of any warranties given by any third parties in respect of Goods and must give CSA Specialised Services all documentation relating to such warranties. Third party warranties are in addition to the warranties
of the Supplier.

4.5. If the Supplier fails to correct Defective Goods or Services as and when directed under clause 5.1, CSA Specialised Services may, without further notice to the Supplier, engage another to replace or repair Defective Goods or re-perform Defective Services and all costs and damages suffered by CSA Specialised Services in connection with the Supplier’s failure shall be a debt due and payable to CSA Specialised Services.

5. TITLE AND RISK

5.1. Risk in the Goods passes to CSA Specialised Services on Delivery.

5.2.Title to the Goods passes to CSA Specialised Services on payment or Delivery (whichever occurs first).

6. SAFETY AND ENVIRONMENT

6.1. The Supplier must perform its obligations under the Agreement with due regard for the health and safety of all persons and the protection of environment and must take all precautions necessary to protect the health and safety of persons and the environment.

6.2. While carrying out Services or performing Delivery, the Supplier must, and must ensure that its employees, agents and subcontractors:

(a) attend any inductions CSA Specialised Services requires before they enter the Site or before they use any plant or equipment at the Site, as determined by CSA Specialised Services;(b) comply with all applicable polices and procedures of CSA Specialised Services and the Site in relation to health, safety and the environment;

(c) comply with all directions issued by the Site Project Manager or any other authorised Site supervisor;

(d)cooperate with others carrying out work at the Site and coordinate its work with the work of others so as to avoid disruption to others.

6.3. The Supplier must immediately advise CSA Specialised Services, and within 12 hours provide a written report to CSA Specialised Services, if:

(a) it reasonably believes that any of the Site or any plant or equipment at the Site is unsafe;

(b) any person engages in work practices that are likely to put safety, health or the environment at risk; or

(c) an incident or accident occurs.

6.4. Entry to the Site by the Supplier and the Supplier’s officers, employees, agents, servants and others engaged to supply the Goods or perform the Services is at their own risk and CSA Specialised Services shall not be responsible (to the extent permitted by Law) for any loss, damage or personal injury or death to those persons while on the Site or any other place provided by CSA Specialised Services in connection with Goods or Services.

6.5. The Supplier must, at its cost, immediately and permanently remove from the Site any person CSA Specialised Services considers (in its absolute discretion) is behaving in an unsafe or offensive manner.

6.6. It is the responsibility of the Supplier to ensure compliance with all applicable laws, regulations and guidelines including NSW Health Guidelines and legislation with relation to COVID-19 being the disease known as Coronavirus (COVID-19) caused by the virus SARS-CoV-2, which was declared a pandemic by the World Health Organisation on 11th March 2020 and any similar or related virus. Without limiting the Suppliers obligations under this Contract, the Supplier must:

(a) ensure workers are fit for work and do not attend if experiencing COVID-19 as described by NSW Health;

(b) notify the Contractor immediately if a worker has been infected by COVID-19 or in close contact to a person who has COVID-19;

(c) at own costs ensure that safe hygiene is practised amongst its employees;

(d) notify the Contractor of any potential impacts to the programme arising from or in relation to COVID-19.

7.PRICE & PAYMENT

7.1. The Price is fixed and not subject to any increase whatsoever except to the extent expressly set out in the Agreement.

7.2. The Price includes all things necessary to supply the Goods or Services in accordance with the Agreement including:

(a) labour, tools, equipment and materials;

7.3. The Supplier may only issue a Payment Claim after Delivery has occurred. The Payment Claim must include:

(a) written confirmation of delivery of the Goods and/or Services in accordance with this Agreement;

(b) The relevant Order number or reference

(c) a detailed claim breakdown assigning a value to each individual work activity claimed and adequate proof of performance of each of the claimed work activities is provided; and

(d) for the final balance of payment a duly executed valid and enforceable release form being a document if the form provided by CSA Specialised Services evidencing the release and discharge of CSA Specialised Services from any claims of the Supplier pursuant to this Agreement.

7.4. The Suppliers final payment claim must be submitted within 4 weeks of delivery. Any claim not submitted before or with the final payment claim is barred.

7.5. CSA Specialised Services is to pay the Supplier the Price in respect of the value of the Goods and Services Delivered in accordance with the Agreement at the time specified in the Order. If CSA Specialised Services intends to pay less than the amount claimed in a Payment Claim, it may:

(a) give the Supplier a Payment Schedule within 10 Business Days of receipt of the Supplier’s Payment Claim;

(b) pay the agreed amount of the relevant Payment Claim (if any); and

(c) dispute the balance of the Payment Claim and if the resolution of the dispute determines that CSA Specialised Services is to pay an amount to the Supplier, CSA Specialised Services will pay that amount within 30 days.

7.6. The Supplier shall submit to CSA Specialised Services a compliant Tax Invoice within 2 business days after receipt of the Payment Schedule. If the Supplier fails to submit a compliant Tax Invoice,
the payment will not be processed.

7.7. CSA Specialised Services will pay the Invoice 30 days the end of the month in which the Payment Claim/Invoice is received.

7.8. CSA Specialised Services may set off against any payment due to the Supplier any amount which CSA Specialised Services determines the Supplier is liable to CSA Specialised Services, whether for expenses or damages, howsoever arising. If the amount payable by CSA Specialised Services is insufficient to discharge the liability of the Supplier, CSA Specialised Services may have immediate recourse to the Security. This clause does not limit CSA Specialised Services’s right to recover any amounts in other ways.

8. INDEMNITIES

8.1.The Supplier indemnifies CSA Specialised Services from any Claims, demands, suits, liabilities, actions, costs, losses, expenses, damages or penalties (including legal fees on an indemnity basis), which CSA Specialised Services may incur arising out of or in connection:

(a) breach of this Agreement by the Supplier;

(b) wilful, unlawful or negligent act or omission of the Supplier;

(c) loss of, loss of use of, destruction or damage to, property, caused or contributed to by the Supplier;

(d) injury to or death of, persons caused or contributed to by the Supplier;

(e) breach by the Supplier of a duty of confidence owed to CSA Specialised Services; or

(f) any act of abandonment of some or all of this Agreement by the Supplier.

8.2. The Supplier’s liability is reduced to the extent a negligent act or omission of CSA Specialised Services contributed to the relevant claim, damage, expense, loss or liability.

8.3. Each indemnity in this Agreement is a continuing obligation, separate and independent from all other obligations and survives the termination or expiration of this Agreement.

8.4. It is not necessary for a party to incur an expense before enforcing an indemnity.

8.5. A party must pay on demand any amount it must pay under an indemnity in this Agreement.

8.6. To the fullest extent permitted by Law, CSA Specialised Services has no liability to the Supplier under or arising out of this Agreement for any loss of revenue, use, production, goodwill, profit, business, contract or anticipated savings, financing costs or increase in operating costs; or other purely financial or economic loss or other special or indirect loss or damage.

8.7. CSA Specialised Services’s maximum aggregate liability under this Agreement is limited to the Price.

9.INSURANCE

9.1. The Supplier must take out and keep current all necessary insurance policies reasonably expected of a Supplier of Goods and Services including (without limitation):

(a) public liability insurance for not less than $20,000,000, until end of the Warranty Period;

(b) workers’ compensation as required by Law;

(c) third party comprehensive motor vehicle insurance until expiry of the Warranty Period;

(d) insurance of the Supplier’s plant and equipment; and

(e) if specified in the Order, professional indemnity for not less than $2,000,000.

9.2. The Supplier must provide CSA Specialised Services with evidence of the insurances required to be effected in accordance with this clause within 3 days of request by CSA Specialised Services. Failing which, CSA Specialised Services may, after 3 days’ notice in writing to the Supplier, take out such insurance itself and the cost of doing so will be a debt due and payable by the Supplier.

10.CONFIDENTIAL INFORMATION

10.1. The Supplier must keep confidential all Confidential Information and not disclose it to any other person, except:

(a) with the written consent of CSA Specialised Services;

(b)to its professional advisers; or

(c) to any of its workers who have a need to know in order to perform obligations under the Agreement,
provided that the recipient agrees to keep the Confidential Information confidential.

10.2. Clause 10.1 does not apply to information that is required to be disclosed by Law or the requirements of a stock exchange, but only to the extent that the information is required to be disclosed.

11. INTELLECTUAL PROPERTY

11.1. All information and materials given to the Supplier by CSA Specialised Services under this Agreement is the property of CSA Specialised Services and is only made available to the Supplier on the condition that:

(a) the materials are to be used only for the purposes of the Agreement; and

(b) if requested by CSA Specialised Services, all such materials and copies are promptly returned to CSA Specialised Services.

11.2. The Supplier gives CSA Specialised Services a non-exclusive, transferable, perpetual, royalty free licence (including the right to sub-licence) to use, modify, maintain or destroy the intellectual property in the Goods and Services (to the extent applicable).

11.3. The Supplier warrants that the supply of the Goods and Services by it and the exercise of the rights granted under this agreement will not infringe any patent, trademark, copyright or other intellectual property right.

12. TERMINATION

12.1. CSA Specialised Services may terminate the Agreement immediately:

(a) on written notice to the Supplier if the Supplier becomes insolvent, commits an act of bankruptcy, enters into administration, appoints a liquidator, receiver, manager or controller;

(b) if, the Supplier breaches any term of the Agreement, and does not remedy the breach within the time specified by CSA Specialised Services in a notice to the Supplier of the breach; or

(c) for any reason in CSA Specialised Services’ absolute discretion with not less than 1 days’ written notice to the Supplier or as otherwise specified by CSA Specialised Services in the notice.

12.2. If CSA Specialised Services terminates the Agreement, the Supplier will have no Claim, demand, suit, liability or action against CSA Specialised Services
or its directors, officers and employees and it not entitled to any costs, losses, expenses, damages or penalties arising out of or in connection with the Agreement or its termination or the supply of the Goods or Services.

12.3. If CSA Specialised Services terminates the Agreement in accordance with clause 14.1(a) or (b), any costs incurred by CSA Specialised Services in engaging another to complete the Supplier’s obligations under this Agreement shall be a debt due and payable from the Supplier to CSA Specialised Services.

12.4. If CSA Specialised Services terminates the Agreement in accordance with clause 14.1(c), the Supplier will be entitled to the reasonable costs incurred by the Supplier in supplying the Goods or Services up to the date of termination provided that CSA Specialised Services receives title to any Goods that are paid for in accordance with this clause.

12.5. For the avoidance of doubt, nothing in this clause entitle the Supplier to any consequential, indirect or economic loss or damage, loss of actual or anticipated profits, loss of revenues or loss of use or productivity.

13.RELATIONSHIP

The Supplier performs its obligations as an independent contractor of CSA Specialised Services and not as an employee, agent or partner.

14.NATIONAL CODE
Unless otherwise notified to the Supplier in writing, the Code and the Guidelines, apply to this project. By agreeing to undertake work (including delivery of the Goods) at the Site, the Supplier will be taken to have read and to agree to comply with the Code and the Guidelines.

15.GENERAL

15.1. If the Supplier comprises more than one person or entity, each of them shall be jointly and severally liable for the full performance of the Supplier’s obligations under the Agreement.

15.2. If any provision of the Agreement is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in the Agreement.

15.3.CSA Specialised Services and the Supplier agree that the Laws in force New South Wales apply to the Agreement and both submit to the exclusive
jurisdiction of the courts of New South Wales.

15.4. The failure of a party to require full or partial performance of a provision of the Agreement does not affect the right of that party to require performance subsequently.

15.5. No obligation in the Agreement is waived unless it is waived in writing and signed by the parties. A single or partial exercise of or waiver of the exercise of any right power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

15.6.The Agreement any only be amended by written agreement between all parties.

16. PPSA

16.1. The Supplier must not register any Security Interest over the Goods.

16.2. The Goods must be free of any Security Interests on Delivery.

16.3. If CSA Specialised Services pays part of the Price prior to Delivery, the Supplier grants to CSA Specialised Services a Security Interest in the Goods as a Purchase Money Security Interest for the unpaid portion of the Price.

17. INTERPRETATION

In this Agreement:

Claim means any claim, right of action or demand (or similar legal entitlement), in any jurisdiction, including but not limited to at law, in tort (including negligence), under statute, in equity or for any other legal or equitable remedy.

Code and Guidelines means the National Code of Practice for the Construction Industry and the Australian Government Implementation Guidelines for the National Code of Practice for the Construction Industry, August 2009.

Confidential Information means any information relating to the business or affairs of CSA Specialised Services or its customers including information, drawings or particulars of the Site or project, whether provided to or obtained by the Supplier prior to or after issue of the Order, except information in the public domain (other than due to breach of the Agreement) or information rightfully, in the possession of the Supplier other than due to the performance of this Contract and not subject to an obligation of confidentiality at the time it was obtained by the Supplier.

CSA Specialised Services means CSA Group Pty Ltd trading as CSA Specialised Services ABN 53 664 218 277.

Delay Event means an act or omission of CSA Specialised Services in breach of this agreement.

Deliver/Delivery means delivery of the Goods or performance of the Services in accordance with this agreement.

Delivery Date means the date set out in the Order.

Goods means the goods, if any, described in the Order and all applicable Technical Materials.

Law includes legislation, regulations, by-laws, orders, permits, approvals or licences.Order means a purchase order, quotation or acceptance for the Goods or Services that is issued by CSA Specialised Services and includes the terms and conditions contained in this document.

Payment Schedule is a written notice that: (a) identifies the Payment Claim to which it relates; (b) states the amount of the payment, if any, that CSA Specialised Services proposes to make; and (c) if the amount that CSA Specialised Services proposes to make is less then the claimed amount, state why the amount is less, and if any money is being withheld, gives reasons why it is being withheld.

PPSA means the Personal Property Securities Act 2009 (Cth).

Price means the amount payable for the Goods or Services specified in the Order.

Purchase Money Security Interest has the same meaning as under the PPSA.

Services means the services, if any, described in the Order.

Security Interest has the same meaning as under the PPSA.

Site means the site specified in the Order or any other place provided by CSA Specialised Services for the Supplier to perform work arising out of or in connection with the Goods or Services.

Supplier means the person described in the Order.

Technical Materials means all plans, designs, drawings, engineering information, data, specifications, reports, accounts, installation instructions, maintenance and operating manuals, spare parts lists and any other technical material reasonably required for the safe installation, use and maintenance of the Goods.

Warranty Period means the period commencing upon Delivery and as specified in the Order.