Revised draft contract with ACCC provisions v1spb.sa.gov.au/sites/default/files/Simple Goods and... · Web viewAny acceptance of the Goods under this clause does not prevent the

Part C

Standard Contract Terms and Conditions:

Simple Goods and Services Agreement (One Off Purchase)

Version 2.2

May 2015

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DATED DAY OF 20…

GOODS AND SERVICES AGREEMENT

BETWEEN

[INSERT GOVERNMENT PARTY’S NAME]

(“Principal”)

-AND-

[INSERT CONTRACTOR'S NAME]

(“Contractor”)

[This Agreement is a DRAFT provided only for the purposes of furthering negotiations between the parties. No party will be legally bound unless and until this Agreement is executed by the parties and any actions taken in anticipation of such formal execution is at the risk of the person taking them.]

SPB Standard Contract - Goods & Services Agreement (simple, one-off) v 2.2 May 2015

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TABLE OF CONTENTS

1. DEFINITIONS................................................................................................................32. INTERPRETATION.......................................................................................................4

3. CONTRACT ADMINISTRATION..................................................................................54. SUPPLY OF GOODS....................................................................................................5

5. SERVICES....................................................................................................................66. DELIVERABLES...........................................................................................................6

7. CONTRACTOR’S WARRANTIES AND REPRESENTATION.....................................68. DEFECTIVE GOODS....................................................................................................7

9. CONTRACTOR PERSONNEL, AND OTHER OBLIGATIONS....................................710. PRICES AND PAYMENT..............................................................................................8

11. GST...............................................................................................................................812. INTELLECTUAL PROPERTY RIGHTS........................................................................9

13. INSURANCE...............................................................................................................1014. LIABILITY...................................................................................................................10

15. INDEMNITY.................................................................................................................1016. CONFIDENTIAL INFORMATION...............................................................................11

17. REMEDIES..................................................................................................................1118. TERMINATION............................................................................................................11

19. EFFECT OF EXPIRY OR TERMINATION OF THIS AGREEMENT...........................1220. SUBCONTRACTING..................................................................................................12

21. NO REPRESENTATIONS...........................................................................................1222. NOTICES.....................................................................................................................12

23. GENERAL...................................................................................................................1324. WORK HEALTH AND SAFETY.................................................................................14

SCHEDULE


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AGREEMENT dated day of 20..

PARTIES

[INSERT GOVERNMENT PARTY’S NAME, AND NATURE OF INCORPORATION] of

(“[insert Government Party’s address]”)

AND

[INSERT CONTRACTOR'S NAME AND ACN] of (“[insert Contractor’s address]”)

IT IS AGREED

1. DEFINITIONS1.1 “Agreement” means this agreement between the parties as described in

clause 2.2;

1.2 “Business Day” means any day that is not a Saturday or Sunday or a public holiday in South Australia;

1.3 “Cartel Conduct” means conduct by two or more parties who are competitors (or would be but for the conduct) who enter into a contract, arrangement or understanding that involves price fixing, output restrictions, allocating customers, suppliers or territories, or bid-rigging, as defined in s44ZZRD of the Competition and Consumer Act 2010;

1.4 “Confidential Information” means information which is identified either as confidential information (if disclosed by the Principal) or proprietary information (if disclosed by the Contractor), but does not include this Agreement;

1.5 “Contractor’s Representative” means the person identified in the Schedule;

1.6 “Crown” means the Crown in right of the State of South Australia;

1.7 “Declaration in Relation to Unlawful Collusion” means a declaration in relation to unlawful collusion submitted by the Contractor to the Principal in the procurement process preceding this Agreement;

1.8 “Defective Goods” means goods that fail to comply with the warranties contained in clause 7;

1.9 “Deliverables” means the reports and any data or other material specified in the Schedule required to be delivered throughout this Agreement;

1.10 “Delivery” means the delivery of the Goods to the Delivery Point;

1.11 “Delivery Date” means the date and time specified in the Schedule for delivery of the Goods;

1.12 “Delivery Point” means the location(s) specified in the Schedule, where the Goods and/or Services will be delivered;

1.13 “Document” means any embodiment of any text or image however recorded;


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1.14 “Goods” means the goods specified in the Schedule;

1.15 “GST” means the tax imposed by the GST Law;

1.16 “GST Law” has the meaning attributed in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

1.17 “GST Rate” has the meaning attributed in the GST Law;

1.18 “Installation Date” means the date specified in the Schedule for the installation of the Goods;

1.19 “Intellectual Property Rights” means all intellectual property rights, including:

1.19.1 patents, plant breeders’ rights, copyright, rights in circuit layouts, registered designs, trade marks, know-how and any right to have Confidential Information kept confidential; and

1.19.2 any application or right to apply for registration of any of the rights referred to in subclause 1.19.1,

but for the avoidance of doubt excludes moral rights and performers’ rights;

1.20 “Personnel” means any subcontractors, employees, agents and any other person employed or engaged by the Contractor to perform this Agreement, and includes the Contractor’s Representative;

1.21 “Prices” means the prices set out in or determined in accordance with the Schedule;

1.22 “Purchase Order” means a document incorporating all of the relevant information described in the Schedule for the purchase of the Goods and Services;

1.23 “Services” means the services specified in the Schedule and includes the Deliverables;

1.24 “Taxable Supply” has the meaning attributed in the GST Law;

1.25 “Tax Invoice” has the meaning attributed in the GST Law; and

2. INTERPRETATION2.1 In this Agreement (unless the context requires otherwise):

2.1.1 a reference to any legislation includes:

(a) all legislation, regulations, proclamations, ordinances, by-laws and instruments issued under that legislation; and

(b) any modification, consolidation, amendment, re-enactment or substitution of that legislation;

2.1.2 clause headings are for reference only and do not form part of this Agreement;

2.1.3 a reference to a clause number is a reference to all of its sub-clauses;

2.1.4 a reference to a clause, subclause, schedule or attachment is a reference to a clause, subclause, schedule or attachment of this Agreement;

2.1.5 a word in the singular includes the plural and a word in the plural includes the singular;


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2.1.6 a word importing a gender include any other gender;

2.1.7 a reference to two or more persons means all of them together;

2.1.8 a reference to persons include corporations, unincorporated associations, partnerships, trusts and joint ventures;

2.1.9 a reference to dollars is to Australian dollars;

2.1.10 where a word or phrase is given a particular meaning, then other parts of speech or grammatical forms of that word or [phrase have corresponding meanings;

2.1.11 a reference to a party includes that party’s administrators, successors and permitted assigns;

2.1.12 the word “or” is not exclusive;

2.1.13 where the day on or by which something is to be done is not a Business Day, that thing may be done on or by the next Business Day;

2.2 This Agreement between the parties comprises these standard terms and conditions and all the documents comprised in, and incorporated by reference to, the Annexure. If any of the documents comprising this Agreement are inconsistent, they shall take priority in the following order:

2.2.1 the special conditions (if any) in the Annexure;

2.2.2 these standard terms and conditions (excluding the Schedule); and

2.2.3 the Schedule.

3. CONTRACT ADMINISTRATION3.1 Each party nominates as its Representative the person designated in the

Schedule, and confirms that its Representative has authority to:

3.1.1 exercise all of the powers and functions of his or her party under this Agreement other than the power to amend this Agreement; and

3.1.2 bind his or her party in relation to any matter arising out of or in connection with this Agreement.

3.2 Either party may change its Representative, by giving written notice to the other.

4. SUPPLY OF GOODS4.1 The Contractor must:

4.1.1 Supply the Goods described in the Schedule in accordance with this Agreement;

4.1.2 sell the Goods without encumbrance;

4.1.3 deliver the Goods to the Delivery Point on or before the Delivery Date;

4.1.4 comply with the Principal’s reasonable directions and delivery instructions;


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4.1.5 if requested by the Principal, provide the Principal with material safety data sheets with respect to the Goods delivered;

4.1.6 provide test evidence for the Goods if required; and

4.1.7 if indicated in the Schedule, install the Goods on or before the Installation Date specified in the Schedule.

4.2 If the Contractor cannot comply with any of its obligations under clause 4.1, the Contractor must notify the Principal in writing immediately.

4.3 The Contractor’s cart notes must clearly show the Principal’s Purchase Order number, (if the Purchaser provided a Purchase Order number to the Contractor), and the cart notes must be provided with the Goods.

4.4 The Principal may accept the Goods by written notice to the Contractor. If two (2) weeks have expired from the date of delivery of the Goods, and the Principal has not rejected the Goods, the Principal will be taken to have accepted the Goods. Any acceptance of the Goods under this clause does not prevent the Principal making a claim in respect of Defective Goods.

4.5 The Contractor bears the risk in the Goods until the Principal has inspected and accepted the Goods pursuant to clause 4.4. Title and risk in the Goods will pass to the Principal upon the Principal’s acceptance of the Goods.

5. SERVICES5.1 The Contractor must provide the Services described in the Schedule in

accordance with the terms and conditions of this Agreement.

5.2 The Principal may at any time give written notice to the Contractor proposing a Variation (“Variation Proposal”) to the scope of the Services (“Varied Services”).

5.3 The Principal and the Contractor must agree in writing to the price for the Varied Services as contained in the Principal’s Variation Proposal.

5.4 The Variation Proposal does not take effect unless and until the parties reach a written agreement contemplated in clause 5.3, and the Contractor must still perform the Services as required under this Agreement.

6. DELIVERABLES6.1 If the Contractor is to provide Deliverables then the details of the Deliverables

(if any) set out in the Schedule including the delivery dates and the form and content requirements, must be complied with by the Contractor.

6.2 Title in the Deliverables will vest in the Principal on their delivery to the Principal.

7. CONTRACTOR’S WARRANTIES AND REPRESENTATION7.1 The Contractor warrants that the Goods:

7.1.1 conform with any description applied and any sample provided by the Contractor;

7.1.2 are free from defects in materials, manufacture, workmanship and installation;


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7.1.3 conform to any applicable Australian Standards or other standards nominated in this Agreement;

7.1.4 conform with the Contractor’s technical specifications;

7.1.5 are new (unless otherwise specified);7.1.6 conform to any legally applicable standards;

7.1.7 are of merchantable quality;7.1.8 are installed correctly (if the Contractor is responsible for

installation); and 7.1.9 are fit for their intended purpose.

7.2 The Contractor warrants that it has good and unencumbered title to the Goods.

7.3 The Contractor warrants that the Goods are manufactured and supplied without infringing any persons Intellectual Property Rights.

7.4 The Contractor must ensure that the Principal receives the full benefit of any manufacturer’s warranties in respect of the Goods.

7.5 The Contractor warrants that the Services will:

7.5.1 comply with the description of the required Services in the Schedule;

7.5.2 be provided with due care and skill;

7.5.3 be supplied without infringing any person’s Intellectual Property Rights; and

7.5.4 be performed by the Contractor and/or its nominated Personnel.

7.6 The Contractor represents that it:

7.6.1 enters into this Agreement after having carried out its own diligent investigations into all matters relating to the provision of the Goods and the Services, not relying on any representations made by the Principal, its agents or employees; and

7.6.2 is fully informed in respect to its obligations under this Agreement.

8. DEFECTIVE GOODS If a Good is a Defective Good then, notwithstanding any other provision, the Principal is not liable to pay for the Good and at the Principal’s election:

8.1 the Contractor must replace the Defective Good within 14 calendar days (or such other time as is agreed); or

8.2 the Contractor must refund the Price paid for the Good;

and the Contractor is liable, as a debt due and payable, to the Principal for costs, loss and expense incurred by reason of the Good being Defective.

9. CONTRACTOR PERSONNEL, AND OTHER OBLIGATIONS 9.1 The Contractor must ensure that when supplying the Goods and Services:

9.1.1 it will use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services;


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9.1.2 it will use its best efforts to perform the Services in the most cost effective manner consistent with the required level of quality and performance;

9.1.3 it will supply the Goods and perform the Services in a manner that complies with all laws and codes applicable to the Contractor’s provision of the Goods and the Services, including without limitation identifying and using best endeavours to procure the required permits, certificates, approvals and inspections; and

9.1.4 its Personnel observe and comply with the provisions of this Agreement.

9.2 The Contractor, if required by the Principal, must give its consent to the conduct of a police check or any other enquiry and the Contractor, if required by the Principal, must procure the consent of its Personnel to the conduct of a police check or any other enquiry.

9.3 If the Principal gives the Principal notice in writing requiring any one or more of the Contractor’s Personnel to be withdrawn from supplying the Goods or providing the Services, the Contractor must immediately comply with the notice and provide replacements acceptable to the Principal. If the Contractor fails to comply with that notice then the Principal may terminate this Agreement immediately by written notice to the Contractor.

9.4 The Principal reserves the right to refuse entry to any of the Principal’s premises to any of the Personnel.

10. PRICES AND PAYMENT10.1 In consideration for the supply of the Goods and Services, the Principal will

pay the Prices.

10.2 Subject to clause 11, the Prices include all taxes, duties or government charges imposed or levied in Australia or overseas in connection with this Agreement.

10.3 The Prices include all costs of compliance with the Contractor’s obligations under this Agreement. No other costs or expenses are payable by the Principal.

10.4 The Contractor is entitled to invoice the Principal for payment in respect of the Goods and Services, only one a monthly basis, when the Goods have been supplied and accepted, and the Services have been supplied in accordance with this Agreement.

10.5 The Principal must pay a Contractor’s invoice if the invoice is properly rendered, but not otherwise. An invoice is properly rendered if it:

10.5.1 is issued in respect of Goods and Services for which the Contactor is entitled to invoice under this Agreement;

10.5.2 reflects the correct price for the Goods and Services under this Agreement;

10.5.3 is a valid Tax Invoice within the meaning of the GST Law; and

10.5.4 complies with any other requirements stipulated in the Schedule.

11. GST11.1 The Contractor represents that:


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11.1.1 it is registered under the A New Tax System (Australian Business Number) Act 1999 (Cth), and that the ABN shown in the Schedule is the Contractor’s ABN; and

11.1.2 it is registered under the GST Law.

11.2 If the Prices in the Schedule are expressed as being GST exclusive and the supply for which payment is claimed is a Taxable Supply then, in addition to any amount payable by the Principal by reference to the Prices (the “base consideration”), the Principal must pay to the Contractor, an additional amount of consideration (“GST consideration”) for the Taxable Supply calculated by multiplying the GST Rate by the base consideration. The GST consideration is payable at the same time and subject to the same conditions as the base consideration.

12. INTELLECTUAL PROPERTY RIGHTS12.1 This clause 12.1 contains two options; (A) and (B); only the option that is

selected in the Schedule applies to this Agreement. Where no option is selected in the Schedule, only option (A) applies to this Agreement.

(A) 12.1.1 Subject to this clause 12, the Crown will own all Intellectual

Property Rights in anything that is delivered to the Principal or produced in the course of the provision of the Services (including without limitation, Deliverables specified in the Schedule ).

(B)12.1.2 The Crown does not own the Contractor’s Intellectual Property

Rights existing at, or prior to, the date of this Agreement, however the Contractor grants the Principal and the Crown a perpetual, irrevocable, royalty free, fee free licence to use, copy, modify and adapt any such Intellectual Property Rights in relation to the provision of the Services.

12.1.3 Subject to clause 12.1.2, all Intellectual Property Rights created in anything that is delivered to the Principal or produced in the course of the provision of the Services (including without limitation, Deliverables specified in the Schedule), vests in and remains with the Contractor.

12.1.4 The Contractor grants to the Principal and the Crown, a perpetual, irrevocable, royalty free, fee free licence to use, copy, modify and adapt the Intellectual Property Rights in anything that is described in clause 12.1.3.

12.2 The Contractor must not infringe the Intellectual Property Rights of any person in performing its obligations under this Agreement.

12.3 The Contractor must indemnify and keep indemnified, the Crown against all costs, expenses and liabilities arising out of any claim that the provision of the Goods and/or Services by the Contractor infringes the Intellectual Property Rights of any person.


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13. INSURANCE13.1 The Contractor must effect and maintain all insurance policies set out in the

Schedule.

13.2 The insurance policies set out in the Schedule must:

13.2.1 if required as indicated in the Schedule note the interest of the Principal; and

13.2.2 be with insurers satisfactory to the Principal.

13.3 The policies referred to in the Schedule must be in the name of the Contractor and must cover the Contractor and all subcontractors for their respective rights, interests and liabilities.

13.4 Before supplying Goods or Services under this Agreement, the Contractor must provide the Principal with insurance certificates of currency for the insurances required under this clause. At any time during the Term, the Principal may require the Contractor to provide proof that the policies of insurance are current.

13.5 The Principal, in specifying levels of insurance in this Agreement accepts no liability for the completeness of their listing, the adequacy of the sum insured, limit of liability, scope of coverage, conditions or exclusions of those insurances in respect to how they may or may not respond to any loss, damage or liability.

13.6 The Contractor acknowledges and agrees that it is the Contractor’s responsibility to assess and consider the risks and scope of insurances required under this Agreement.

14. LIABILITY14.1 Except in relation to the prescribed heads of liability in clause 14.2, the

Contractor’s liability to the Principal in contract (excluding under an indemnity), unintentional torts (including negligence), breach of statutory duty or otherwise in respect of any loss damage or expense is limited to five (5) times the contract value.

14.2 The limitation of liability in clause 14.1 does not apply to liability:

14.2.1 for personal injury including sickness and death;

14.2.2 for loss of or damage to tangible property;

14.2.3 for infringement of intellectual property rights;

14.2.4 for any liability to a third party arising from any negligent or wrongful act or omission of the Contractor, its employees, agents or subcontractors, or arising from any breach of the Contractor’s contractual obligations to the public authority;

14.2.5 for an intentional tort;

14.2.6 for a breach of trust; and

14.2.7 for fraud or dishonesty.

15. INDEMNITY15.1 The Contractor indemnifies and must keep indemnified the Principal and its

employees from and against all costs, losses, damages, expenses (including


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legal expenses) or other liabilities suffered or incurred by the Principal or its employees as the result of a claim made or threatened by a third party arising out of or in respect of:

15.1.1 any negligence, wrongful act or omission or breach of duty of or by the Contractor; or

15.1.2 any breach of the Contractor’s contractual obligations under the Agreement.

15.2 The Contractor’s liability to indemnify the Principal under clause 15.1 will be reduced proportionately to the extent that the loss or liability indemnified was contributed to by negligence or default by the Principal.

15.3 This clause will survive the termination of this Agreement.

16. CONFIDENTIAL INFORMATION16.1 Subject to this clause 16, neither party may disclose any Confidential

Information of the other party except as genuinely and necessarily required for the purpose of this Agreement.

16.2 A party may disclose Confidential Information of the other party:

16.2.1 to an employee agent or adviser of that party, on a “need to know” and confidential basis;

16.2.2 to the Australian Competition and Consumer Commission (ACCC) if the Principal reasonably suspects, or is notified by the ACCC that it reasonably suspects, that there is Cartel Conduct or unlawful collusion in connection with the supply of Goods or Services under this Agreement;

16.2.3 as required by law or a court order,

16.2.4 in accordance with any Parliamentary or constitutional convention, or

16.2.5 for the purposes of prosecuting or defending proceedings.

17. REMEDIES17.1 Any claim the Principal may have against the Contractor may be set off

against monies owed to the Contractor under this Agreement.

17.2 The rights and remedies provided under the Agreement are cumulative and not exclusive of any remedies provided by law or any other right or remedy.

18. TERMINATION18.1 The Principal may terminate this Agreement immediately upon giving notice in

writing to the Contractor if:

18.1.1 the Principal reasonably forms the opinion that the Contractor will be unable to perform its obligations pursuant to this Agreement;

18.1.2 the Contractor fails to supply Goods within 14 calendar days of the agreed Delivery Date;

18.1.3 the Contractor is in breach of this Agreement and has not rectified such breach within 14 calendar days of the Principal giving notice in writing to the Contractor requiring the rectification of such breach;


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18.1.4 the Contractor fails to comply with clause 8 relating to Defective Goods;

18.1.5 the Principal becomes aware that the Contractor is in breach of its statutory obligations with respect to its employees;

18.1.6 the Contractor has submitted a Declaration in Relation to Unlawful Collusion which is found to be false in any particular; or

18.1.7 the Contractor suffers or, in the reasonable opinion of the Principal, is in jeopardy of becoming subject to any form of insolvency administration or bankruptcy.

19. EFFECT OF EXPIRY OR TERMINATION OF THIS AGREEMENT19.1 Any termination of this Agreement by the Principal does not affect any

accrued right of either party.

19.2 Despite termination or completion of this Agreement, clauses 7, 8, 12, 13, 14, 16, 17, 18, 19, 21, and 23 survive.

20. SUBCONTRACTING 20.1 The Contractor must not engage any subcontractor without prior approval by

the Principal, which approval may be given at the Principal’s entire discretion and subject to any condition.

20.2 The Contractor remains responsible for obligations performed by subcontractors to the same extent as if such obligations were performed by the Contractor.

21. NO REPRESENTATIONS To the maximum extent permitted by law, the Contractor acknowledges and agrees that no representation, warranty, guarantee or other statement, express or implied, was made or given to the Contractor by the Principal prior to entering into this Agreement as to any benefits which the Contractor might enjoy as a result of entering into this Agreement.

22. NOTICESAny notice relating to this Agreement must be:

22.1 in writing;

22.2 signed by the Representative of the sender or directly from their email address; and

22.3 given to the other party:

22.3.1 by hand delivery;

22.3.2 by prepaid mail; or

22.3.3 by facsimile or email transmission.

22.4 For the purposes of delivery of notices:

22.4.1 mail must be sent to the address of the recipient party set out in the Schedule; and


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22.4.2 facsimile or email messages must be marked for the attention of the person specified in the Schedule (under the heading “Notices”).

22.5 If a party changes its contact details, then it must provide written notice to the other party within 5 Business Days.

22.6 A notice sent for the purposes of this clause will be considered received:

22.6.1 if delivered before 5.00 pm on a Business Day, otherwise on the next Business Day;

22.6.2 if sent by pre-paid mail, on the third Business Day after posting; or

22.6.3 if transmitted by facsimile before 5.00 pm on a Business Day and a complete transmission report is received on the day of transmission, otherwise on the next Business Day, provided that:

(a) if the recipient receives by facsimile transmission a notice that is illegible, the recipient must notify the sender immediately and the sender must continue to retransmit the notice until the recipient confirms that it has received a legible notice; and

22.6.4 if transmitted by email before 5.00 pm on a Business Day and the Sender receives a message-opened response, otherwise on the next Business Day, subject always to the Sender receiving a message-opened response.

23. GENERAL 23.1 Compliance with Laws

The Contractor must comply with the laws in force in the State in performing its obligations under this Agreement. The Contractor undertakes to comply with all South Australian Government policies of which the Principal informs the Contractor which relate to the performance of the Contractor’s obligations under this Agreement.

23.2 Governing Law and Jurisdiction23.2.1 This Agreement is governed by the laws in the State of South

Australia.

23.2.2 The courts of the State of South Australia have exclusive jurisdiction in connection with this Agreement.

23.3 No waivers by the Principal23.3.1 The Principal waives a right under this Agreement only by

written notice to that effect.

23.3.2 Nothing else done or omitted to be done by the Principal in relation to the Principal’s rights the Agreement, will have the effect of a waiver.

23.4 Entire AgreementThe Agreement constitutes the entire agreement between the parties in respect of the matters dealt with in this Agreement and supersedes all prior agreements, understanding and negotiations in respect of the matters dealt with in this Agreement.


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23.5 No Assignment The Contractor must not assign, encumber or otherwise transfer any of its rights or obligations under this Agreement.

23.6 ModificationNo addition to or modification of any provision of this Agreement will be binding upon the Parties unless made by written instrument signed by the parties.

23.7 Severance 23.7.1 Each word, phrase, sentence, paragraph and clause of this

Agreement is severable.

23.7.2 If a court determines that a part of this Agreement is unenforceable, invalid, illegal or void that court may sever that part.

23.7.3 Severance of any part of this Agreement will not affect any other part of this Agreement.

23.8 Reading Down Where a word, phrase, sentence, paragraph or other clause or provision of this Agreement would otherwise be unenforceable, illegal or void the effect of that provision shall so far as possible, be limited and read down so that it is not unenforceable, illegal or void.

23.9 Auditor-General Nothing in this Agreement derogates from the powers of the Auditor-General under the Public Finance and Audit Act 1987 (SA).

23.10 Disclosure of Government Contracts The Contractor acknowledges that the Principal may disclose this Agreement and/or information in relation to this Agreement in either printed or electronic form, either generally to public or to a particular person as a result of a specific request. Nothing in this clause derogates from the Contractor’s obligations under any other provision of this Agreement or the provisions of the Freedom of Information Act 1991 (SA).

23.11 PublicityThe contractor must not make any public announcement or media release in respect of any aspect of this Agreement or the Services without the prior written approval by the Principal.

23.12 Acting EthicallyIn supplying the Goods and providing the Services the Contractor will conduct itself in a manner that does not invite, directly or indirectly, the Principal’s officers, employees or agents or any public sector employees (as defined in the Public Sector Act 2009) to behave unethically, to prefer private interests over the Principal’s interest or to otherwise contravene the Code of Ethics for the South Australian Public Sector.

24. WORK HEALTH AND SAFETY24.1 If requested by the Principal, the Contractor must:


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24.1.1 provide evidence satisfactory to the Principal of its capacity to comply with the Work Health and Safety Act 2012 (SA);

24.1.2 provide evidence that its Personnel have received appropriate training in and are aware of their legal obligations and responsibilities in relation to work health and safety; and

24.1.3 provide the Contractor’s WorkCover Registration Number.

24.2 The Contractor must permit the Principal to carry out any inspections the Principal deems necessary to ensure that the Contractor is complying with the work health and safety practices referred to in this Agreement.

24.3 If all or part of the work under this Agreement is to be provided on the premises of the Principal and under the direction of the Principal, the Contractor must comply with the Principal’s work health and safety policies, procedures and instructions. If the Contractor becomes aware of any potentially hazardous situation on the premises of the Principal, the Contractor must immediately bring it to the Principal’s attention.

24.4 If the Principal has additional requirements regarding the preparation and implementation of work health and safety systems and plans, these will be detailed in the description of the Services.

24.5 The Contractor must comply with the Work Health and Safety Act 2012 (SA) at all times, regardless of whether the Principal issues direction in that regard or not.


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EXECUTED AS AN AGREEMENT

[INSERT GOVERNMENT PARTY’S )

EXECUTION CLAUSE] )

EXECUTED by…………………………………………..)

in accordance with Section 127 of the )

Corporations Act 2001 (Cth) and its Constitution )

…………………………………………………………….

Signature of Director

[Print Name of Director………………...………………]

……………………………………………………………

Signature of Director/Secretary

[Print Name of

Director/Secretary………………………………………]


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SCHEDULE

ITEM 1 Principal(Government Party’s name, description of incorporation, and address)

[fill in]

Principal’s Representative[fill in]

ITEM 2 Contractor’s Name(Contractor’s Name, ABN, ACN (if any) & Business Address)

[fill in]

Contractor’s Representative [fill in]

ITEM 3 Details of Goods to be supplied (including installation if relevant)

Description / quantity: [fill in]

Delivery Date: [fill in]

Delivery Location: [fill in]

Installation Date (if relevant): [fill in]

ITEM 4 Details of Services to be provided (including Deliverables)[fill in]

ITEM 5 Price and PaymentPrice: [fill in]

GST Inclusive or Exclusive: [fill in]

Address for invoices [fill in]

Other requirements:

ITEM 6 InsurancesPublic and Products Liability Insurance - [fill in]

Professional Indemnity Insurance [fill in if applicable]

Required to note the interests of the Principal?: Yes / No

ITEM 7 Intellectual Property rights(Delete Option that does not apply)

Select Option from Agreement

Option A or Option B


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ANNEXURESPECIAL CONDITIONS


Documents

Revised draft contract with ACCC provisions v1spb.sa.gov.au/sites/default/files/Simple Goods and... · Web viewAny acceptance of the Goods under this clause does not prevent the