1. The Contract
1.1 These general terms and conditions and the Purchase Order together form the Contract (Contract) between the Organisation and the Contractor.
1.2 No other terms and conditions or other documents form part of the Contract unless expressly acknowledged and referred to. If any Special Conditions are specified in the Purchase Order, they form part of the Contract and prevail over the balance of the Contract to the extent of any inconsistency.
1.3 The Contractor agrees to supply the Services to the Organisation on the terms of this Contract.
In this Contract:
2.1 Authorisation means all authorisations, licences, permits, consents, qualifications and accreditation by or with a government agency;
2.2 Contractor means the contractor named in the Purchase Order and includes its employees and agents;
2.3 Organisation means Northern Adelaide Waste Management Authority (NAWMA) and its employees and agents;
2.4 GST means goods and services tax pursuant to GST law;
2.5 GST law includes A New Tax System (Goods and Services Tax) Act, 1999 and all associated legislation;
2.6 Term means the period commencing on the Commencement Date and expiring on the Expiry Date.
3.1 Applies to all Services supplied by the Contractor to the Organisation and the Contractor is deemed to have read and agreed to this Contract prior to undertaking any order for the Services; and
3.2 Prevails over the Contractor’s terms and conditions or any other documents provided by the Contractor.
4. Provision of Services
4.1 The Contractor must provide the Services during the Term as specified in the Purchase Order.
4.2 The Contractor must provide the Services with all the skill, care and diligence to be expected from a qualified, competent and experienced provider of services of a similar nature to the Services.
5. Warranties By Contractor
5.1 The Contractor warrants that:
5.1.1 it holds all Authorisations required to provide the Services;
5.1.2 it will provide the Services in accordance with all applicable laws and statutes;
5.1.3 it has all skills, qualifications, experience and knowledge necessary to provide the Services;
5.1.4 in providing the Services, the Contractor will not infringe on any intellectual property rights or moral rights.
6. Price Payable by the Organisation
6.1 The Organisation must, unless otherwise specified in the Payment Terms, pay the Contract Sum specified in the Purchase Order by electronic funds transfer within 30 days of the end of the month in which the invoice is issued, provided that the invoice is issued after full delivery of the Services.
6.2 The Organisation is entitled to set off or deduct from amounts otherwise payable to the Contractor any amount whatsoever due from the Contractor to the Organisation under any other contracts between the Organisation and the Contractor.
6.3 The Contractor must provide the Organisation with an invoice that complies with the requirements of the GST law in relation to the Services.
7. Contractor Indemnities
The Contractor shall indemnify and keep indemnified the Organisation from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from or in relation to the provision of the Services under this Contract.
8.1 The Contractor must maintain at all times during the Term the insurances specified in the Purchase Order.
8.2 The Contractor must ensure that all insurance policies maintained cover events occurring during the policy’s currency regardless of when the claims are made.
All disputes or differences between the Organisation and the Contractor shall be referred to an arbitrator who shall be mutually agreed by the parties.
10.1 Without prejudice to any other rights, remedies or liabilities for prior breach or non-performance, the Contract may be terminated:
(a) By mutual agreement at any time and on any conditions required by the Organisation;
(b) On frustration of the Contract;
(c) On either party becoming bankrupt or insolvent (as defined by the Corporations Act 2001);
(d) At any time by the Organisation giving 30 days’ written notice to the Contractor in which case, in the absence of any breach by the Contractor, the Organisation will pay the Contractor for the Services provided to the date of that termination.
10.2 The Contractor must comply with the terms of any written notice given in accordance with Clause 10.1
10.3 The Contractor will not be entitled to compensation for loss of prospective profits.
11. Transfer or Assignment
The Contractor must not transfer or assign all or any part of this Contract without the prior written approval of the Organisation.
12. Force Majeure
If a part is unable, wholly or in part, by reason of an act of God or any other cause which is not reasonably within the control of the party affected (force majeure), to carry out any obligation under this Contract, that obligation is suspended so far as it is affected by force majeure during the continuance thereof provided that an obligation to pay money is never excused by force majeure.
13.1 In addition to any other method of service permitted by law notices shall be deemed to be properly served if sent to the recipient by prepaid post or email.
13.2 No waiver of, or any consent to any departure by either party from, a provision of this Contract is of any force or effect unless it is confirmed in writing, signed by the parties and then that waiver or consent is effective only to the extent to which it is made or given.
13.3 If any provision of this Contract is invalid and not enforceable in accordance with its terms, all other provisions which are capable of enforcement shall be and continue to be valid and enforceable in accordance with their terms.
13.4 This Contract is governed by the laws of the State of South Australia and the Contractor must comply with all laws applicable to this Contract, including the Occupational Health, Safety and Welfare Act 1986.
13.5 This Contract binds and ensures for the benefit of the parties and their respective successors, permitted assigns, administrators and personal representatives.
Northern Adelaide Waste Management Authority (NAWMA)
71-75 Woomera Avenue, Edinburgh SA 5111
Phone: 8259 2100
ABN: 33 781 472 643