Supplier Terms and Conditions


1.             Definitions and interpretation

1.1          Definitions

Agreement means the agreement between Stornoway and the Supplier for the sale and purchase of the Goods and/or Services, on the terms and conditions specified in:

(a)           the Purchase Order; and

(b)           theseGeneral Terms and Conditions.

Business Day means a day that is not a Saturday, Sunday or public holiday in the place where the Services are principally being carried out or the Goods are provided.

Claim means any claim, proceeding, action or demand, however it arises and whether it is present or future, fixed or un ascertained, actual or contingent.

Confidential Information means the terms and conditions of the Agreement and any information that is not public knowledge, and which is obtained from or in relation to the other party in the course of, or in connection with, theAgreement. Each Party’s Confidential Information includes its IntellectualProperty.

Goods means the goods to be supplied by the Supplier as detailed in the PurchaseOrder, including all incidental or related goods and products and all goods or products developed or otherwise arising out of or in the course of the performance of the Services.

GST has the meaning given to it in the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 Act (Cth).

Insolvency Event means the happening of any of the following events in relation to a party:

(a)           the party is unable to pay all the party's debts as and when they become due and payable or the party has failed to comply with a statutory demand as provided in section 459F of the Corporations Act or the party is deemed to be unable to pay the party's debts under section 585 of theCorporations Act; or

(b)           the party becomes an insolvent under administration, as defined in the Corporations Act.

Intellectual Property means intellectual property rights at any time protected by statute or common law, including without limitation, copyright, trademarks, patents, know-how, symbols, logos and registered designs.

Party means Stornoway or the Supplier and Parties means both Stornoway and the Supplier.

Price means the price payable for the Goods and/or Services, as specified in the Purchase Order.

Purchase Order means the purchase order issued by Stornoway to theSupplier in respect of the purchase of Goods and/or Services.

Services means the services to be provided by the Supplier to Stornoway in accordance with a Purchase Order.

Stornoway means Stornoway Maintenance Pty Ltd, ACN 088 132 987.

Supplier means the entity or person that agrees to supply Goods or Services to Stornoway under this Agreement. Where the Supplier includes more than one party, those parties are bound jointly and severally.

Tax Invoice has the same meaning given in the GST Act.

1.2          Interpretations

In this Agreement, unless the context otherwise requires:

(a)           A reference to:

(i)             one gender includes the others;

(ii)            the singular includes the plural and the plural includes the singular;

(iii)           a person includes a corporation, unincorporated body or authority;

(iv)          a party includes the party’s executors, administrators, successors and permitted assigns;

(b)           In the event of any inconsistency between the terms and conditions of the Purchase Order or another signed agreement and these General Terms and Conditions, the terms specified in another signed agreement, or a Purchase Order will prevail to the extent of the inconsistency.

(c)           A reference to a clause or schedule is a reference to a clause of or a schedule to this Agreement.

(d)           Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(e)           Headings and any clause, table of contents or index are for convenience only and do not form part of this Agreement or affect its interpretation.

(f)            A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement.

(g)           An agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and severally.

(h)           If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.

(i)             All reference to time is to the time in Hobart,Tasmania, Australia.

2              Purchase Order

(a)           Stornoway may order any Goods and/or Services from the Supplier by issuing a Purchase Order.

(b)           Stornoway may require the Supplier to submit samples of the Goods and the Supplier must not bulk manufacture the Goods until the samples are accepted in writing by Stornoway.

(c)           Unless otherwise agreed in writing, works in respect of the Goods and Services are not to commence until a Purchase Order is issued by Stornoway.

(d)           Variations to the Purchase Order must be agreed to in writing and the Supplier agrees that it must not unreasonably withhold accepting a variation to the Purchase Order by Stornoway.

3              Price, invoicing & payment

(a)           Unless otherwise agreed in writing by the Parties, the Price is fixed and includes the cost of transport (including insurance), applicable duties, taxes (except GST), packaging (if any) and all other associated costs with manufacture, delivery, supply or otherwise.

(b)           Without limiting the operation of clause 3(a), the risk concerning any increase in the costs associated with the provision or supply of the Goods and/or Services , including any increases in costs arising between the date of the Purchase Order and the date of delivery or supply, lies solely with theSupplier.

(c)           The Supplier must provide Stornoway with a valid tax invoice which includes the Purchase Order number. If the tax invoice does not include the Purchase Order number, it will not be accepted for payment and Stornoway will have no liability to pay the tax invoice.

(d)           If Stornoway disputes any aspect of a tax invoice, then Stornoway:

(i)             must notify the Supplier and outline the reasons of the dispute; and

(ii)            may withhold payment of the invoice to theSupplier until the dispute is resolved in accordance with this Agreement.

(e)           Subject to the operation of the other provisions of this clause 3 and clause 5, Stornoway must pay the tax invoice to the Supplier within 30 days’ from the end of the month in which Stornoway received the tax invoice.

4              Performance & Delivery

(a)           The Supplier agrees that:

(i)             the delivery of all Goods and the performance of all Services must be carried out at and completed:

(A)           at the time, place, and in the manner, stated in the Purchase Order; and

(B)           in accordance with all applicable laws and any requirements of relevant authorities in relation to provision of the Goods and/orServices;

(ii)            no works in respect of Goods and Services can commence until a Purchase Order has been duly issued by Stornoway;

(iii)           unless otherwise specified in the PurchaseOrder, time is of the essence in relation to the Supplier’s obligation to complete and/or deliver the Goods and Services under this Agreement; and

(iv)          the Supplier will release, defend and indemnify Stornoway for all direct actual loss suffered or incurred by Stornoway as a result of any delay or failure by the Supplier to complete or deliver the Goods and Services in accordance with the Purchase Order.

(b)           The Supplier must obtain written acknowledgement of receipt from Stornoway immediately upon delivering the Goods.

(c)           The Supplier must provide (at its own expense)any information necessary concerning the status and progress of the Goods andServices as requested from Stornoway (if applicable) from time-to-time.

(d)           Stornoway may reasonably specify in writing to the Supplier another time, location or manner for delivery of the Goods and/orServices to that stated in the Purchase Order and in such case, the Supplier must deliver the Goods and/or Services as so directed by Stornoway.

(e)           If required, the Supplier must install the Goods(at the Supplier’s sole cost) as specified in the Purchase Order in accordance with applicable laws and professional standards as may be relevant. TheSupplier will also comply with Stornoway’s policies as set out in clause 14 and reasonable directions in a proper workman like manner.

(f)            Where the delivery of the Goods or the performance of the Services requires the Supplier to enter a site owned, leased or otherwise controlled by Stornoway, the Supplier agrees to:

(i)             comply with all reasonable directions of Stornoway in relation to occupational health and safety, security and any other matter relevantto provision of the Goods and/or Services on the site;

(ii)            comply with any Stornoway conditions of entry and any workplace, security or occupational health and safety policies notified by Stornoway to the Supplier; and

(iii)           undertake induction training in relation to the site requirements of Stornoway.

(g)           The Supplier must provide all documents or otherwise as to the transfer of ownership of the Goods and their warranties to Stornoway, on or before delivery of the Goods. If the Purchase Order specifiesServices to be performed, the Supplier must provide any relevant certificates, consents or otherwise required to show the Services compliance, authenticity or otherwise, if applicable.

(h)           If Stornoway requires the Supplierto submit samples of Goods, the Supplier must not proceed to manufacture the Goods until Stornoway has given its written approval of the samples.

(i)             If Stornoway reviews design drawings, specifications, construction drawings or workshop drawings or any other documents prepared by or on behalf of the Supplier, gives any approval, direction, or instruction to the Supplier, or provides information to the Supplier, such approval, direction, instruction or information will not relieve or reduce the Supplier's sole responsibility for the supply of the Goods and performance of the Services in accordance with thisAgreement, nor release the Supplier from its obligations under clauses 7 and 7.2, and will not restrict Stornoway's rights and remedies under thisAgreement or constitute acceptance by Stornoway that the Supplier has complied with its obligations under thisAgreement.  

5              Inspection and Rejection of Goods

(a)           The Supplier agrees that:

(i)             Stornoway may at any time, including prior to the delivery, inspect and test (if applicable) the Goods prior to acceptance and delivery, including  reviewing the designs, drawings, specifications, construction drawings or any other relevant information Stornoway deems necessary;

(ii)            the Supplier must grant access or procure access be granted to Stornoway and its authorised personnel and representatives, concerning any premises where the Goods are located for this purpose;

(iii)           Stornoway will not be liable to pay for any damage arising from inspection or rejection of Goods(except any damage caused wilfully or due to any gross negligence by Stornoway or its authorised personnel); and

(iv)          any inspection of the Goods and Services does not release the Supplier of any liability under this Agreement nor prohibit or restrict Stornoway’s rights under this Agreement, in tort, equity or law.

(b)           For the purposes of this clause 5, the following Goods are “Non-Conforming Goods”:

(i)             Goods which are defective or not fit for purpose;

(ii)            Goods supplied that were not ordered;

(iii)           Goods which do not meet the specifications of what was ordered; and

(iv)          Goods which are delivered contrary to the requirements specified in the Purchase Order.

(c)           Stornoway may, in its sole and absolute discretion reject the Non-Conforming Goods in whole or in part immediately by notice to the Supplier.

(d)           If Stornoway rejects any Non-Conforming Goods, theSupplier must, within 10 days of the Supplier receiving notification of the Non-Conforming Goods, and without prejudice to Stornoway's rights otherwise arising under this Agreement or by law, comply with a requirement of Stornoway to:

(i)             replace, without cost to Stornoway, the Non-Conforming Goods with goods that comply in all respects with this Agreement; or

(ii)            refund any payment for the Non-Conforming Goods; or

(iii)           repair the Non-Conforming Goods, on site or otherwise, to the satisfaction of Stornoway; and

(iv)          in the case of 5(d)(i) or 5(d)(ii), remove the Non-ConformingGoods at the Supplier's expense.

(e)           Without limiting this clause 5:

(i)             Non-Conforming Goods includes Goods that are in breach of clause 7.2(a)(v) of this Agreement atthe sole discretion of Stornoway;

(ii)            Stornoway is not required to pay the Supplier for Non-Conforming Goods; and

(iii)           the Supplier must immediately refund any payments made by Stornoway for the Non-Conforming Goods without any set off ordeduction.

6              Title and Risk

(a)           Title in, and risk of loss of or damage to, theGoods will only pass to Stornoway once Stornoway has received and accepteddelivery of the Goods at the delivery place specified in the Purchase Order or as otherwise directed in writing.

(b)           Despite clause 6(a), the passing of title and risk does not apply in relation to any Goods which are Non-ConfirmingGoods.

7              Warranties

7.1          Defect Liability Warranties

(a)           Without limiting any of the Stornoway’s rights, and without limiting any other warranty provided elsewhere in the Agreement, the Supplier warrants that the Goods and/orServices will be free from any omissions, defects or failures whether due in whole or in part from faulty design, materials or workmanship or any other cause which occurs (whether or not apparent) at any time from the date of acceptance of all of the Goods and/or completion of all of the Services until the date that is 12 months from the date the Goods and/or Services are put into commercial use, notwithstanding that such omissions, defects or failures comet o the attention of Stornoway at any time after expiry of that period.

(b)           Without limiting any other rights of Stornoway, if the Supplier breaches its obligations under clause 7.1(a):

(i)             the Supplier must, inthe sole and absolute discretion of Stornoway:

(A)           refund the price for and, where applicable, remove, such of the Goods as do not conform with the Agreement;

(B)           repair, modify or replace at the Supplier's expense, such of the Goods as do not so conform with the Agreement; and/or

(C)          supply again the Services which in the opinion of the Stornoway do not so conform with the Agreement; and

(ii)            the Supplier is liable for all resulting costs and expenses incurred by Stornoway, including but not limited to, where applicable, any costs and expenses incurred by Stornoway in recovering theGoods, testing them, returning them to the Supplier, re-installing and recommissioning them.

(c)           Stornoway may, in its sole and absolute discretion, require the Supplier to repair, modify or replace theGoods or resupply the Services referred to in clause 7.1(b) undertaken by a third party or undertake the repair, modification, replacement or resupply itself, and all resulting costs and expenses shall be borne by the Supplier.

7.2          Other Warranties

(a)           The Supplier warrants and represents to Stornoway that:

(i)             the Goods are free and clear from all charges, encumbrances and other interests at the time title in the Goods passes or theGoods are delivered to Stornoway;

(ii)            the Supplier is the absolute owner of the Goods and is legally entitled to transfer, and will transfer, ownership of the Goods to Stornoway;

(iii)           the Goods and/or Services comply with all applicable laws, regulations, standards and codes;

(iv)          the Goods and/or Services accord with thePurchase Order (including conformity with all descriptions, specifications, drawings, samples or otherwise);

(v)           the Goods are fit for purpose for which they are intended and meet all the specifications (if any) under the Purchase Order;

(vi)          the Goods and/or Services are of the quality specified or, if no quality is specified, in the case of Goods, new and of thebest merchantable quality, and in the case of Services, are performed with due care, skill and diligence, in a proper and workmanlike manner and to thestandard acceptable amongst members of the trade, industry or profession relevant to the Services;

(vii)         the Goods will operate satisfactorily and reliably under all normal operating conditions;

(viii)        the Goods are free from any defects, failures, omissions (whether apparent or not at the date of inspection or delivery) and are of acceptable and merchantable quality and condition until at least 12months after the date title passes in the Goods and Services (unless otherwise agreed in writing by the Parties);

(ix)          the Goods do not infringe any patent, trade mark or other Intellectual Property rights of any third party; and

(x)           the Goods and/or Services are manufactured, supplied, provided and/or performed by persons who are properly qualified, licensed, approved and capable of performing and/or providing the Goods and/orServices and will do so with the degree of skill, prudence, diligence which can be reasonably expected.

7.3          Indemnity & remedies

The Supplier:

(a)           acknowledges that Stornoway has entered into thisAgreement in reliance on the warranties set out in this Agreement;

(b)           represents, warrants and undertakes to Stornoway that each of the warranties in this Agreement is true and correct on the date of the PurchaseOrder and the date of delivery of the Goods or performance of the Services, as if made on and as at each of those dates; and

(c)           indemnifies Stornoway from and against any Claim and all costs and expenses (including legal costs) incurred by Stornoway as a result of any breach of or failure by the Supplier to comply with any warranty or obligation under this Agreement in a timely manner or in relation to Stornoway’s proper enforcement or attempted proper enforcement of its rights under this Agreement, in tort, equity or otherwise.

8              Termination

8.1          Termination by Stornoway (convenience)

(a)           Unless otherwise specified in the Purchase Order or agreed in writing between the Parties, Stornoway alone, may terminate this Agreement by giving not less than 30 days’ written notice to the Supplier.

(b)           If the Agreement is terminated by Stornoway under clause 8.1, Stornoway must pay for the value of the work in progress in respect of the relevant Goods andServices, up to termination and the Supplier must deliver or provide the Goods and Services or the relevant work in progress upon payment.

8.2          Termination by Stornoway (Supplier default)

(a)           Stornoway may terminate this Agreement immediately upon written notice to the Supplier if:

(i)             an Insolvency Event occurs in relation to theSupplier;

(ii)            the Supplier fails to deliver or perform theGoods and Services, strictly by the date specified in the Purchase Order (or any variation thereof agreed to in writing by the Parties);

(iii)           the Supplier fails to maintain insurance as required by clause 13;

(iv)          the Supplier (or its sub-Suppliers) in the proper and reasonable opinion of Stornoway, breaches any health and safety obligations specified in clause 14;

(v)           the Supplier assigns or subcontracts its rights and/or obligations under this Agreement without the prior written consent of Stornoway; or

(vi)          the Supplier commits any other breach of thisAgreement (including a breach of any warranty under this Agreement) and fails to remedy such breach within 14 days of receiving notice from Stornoway to remedy the breach.

(b)           Where Stornoway has:

(i)             terminated this Agreement in pursuance of clause8.2(a); and

(ii)            prior to such termination, made any advance payments or pre-payments to the Supplier for the Goods and/or Services,

the total amount of the relevant advance payment(s)or pre-payment(s) must be repaid by the Supplier to Stornoway immediately on the termination of this Agreement and, if not repaid, is recoverable by Stornoway from the Supplier as a debt.

(c)           The Supplier indemnifies Stornoway and must keep Stornoway indemnified, including its employees, consultants, agents, directors, shareholders and other authorised representatives,  against any liability or loss (direct or indirect) arising and any cost incurred (whether before or after termination of this Agreement) in connection with the Supplier’s breach of this Agreement and the termination of this Agreement, including:

(i)             the refund of any advance payment(s) or pre-payment(s) as specified in clause 8.2(b); and

(ii)             the cost to acquire, obtain or procure the Goods and/or Services from a 3rd party.

8.3          Termination by Supplier

(a)           The Supplier may terminate this Agreement immediately on written notice to Stornoway, only if:

(i)             an Insolvency Event occurs in relation to Stornoway; or

(ii)            Stornoway commits a breach of this Agreement and fails to remedy such breach within 21 days of receiving notice from theSupplier to remedy the breach.

(b)           Stornoway indemnifies and must keep the Supplier indemnified against any actual and direct liability or loss arising in connection with Stornoway’s breach of this Agreement and the termination of this Agreement.

8.4          Termination does not prejudice other rights

If this Agreement is terminated by a party in accordance with this clause 8, subject to the other provisions of this Agreement, the parties are relieved from the further performance of their obligations of and arising under this Agreement, but without prejudice to any right of action that has accrued at the date of termination, including any accrued rights to recover damages.

8.5          Other obligations on termination

Upon termination of this Agreement for any reason except a termination by the Supplier under clause 8.3, the Supplier:

(a)           must deliver to Stornoway all Goods and Services not already provided to Stornoway in their current state of development;

(b)           must deliver to Stornoway without any further demand, documents in the Supplier’s possession or control relating in any way to any Confidential Information (and the Supplier will not be entitled to keep or retain any copies) and any property of Stornoway; and

(c)           must within 14 Business Days return all documents received from Stornoway in relation to this Agreement.

9              Intellectual Property Rights

(a)           The following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property)remains the sole property of the Supplier, regardless of its use in the Goods and Services:

(i)             Intellectual Property existing before the date of this Agreement; and

(ii)            Intellectual Property that was developed independently of this Agreement.

(b)           Unless specifically agreed in writing between the Supplier and Stornoway, all Intellectual Property rights in any Goods andServices created by the Supplier on behalf of Stornoway vests in and remains the sole property of Stornoway.

(c)           Subject to clauses 9(a) and 9(b), the Supplier warrants that:

(i)             if any Intellectual Property in the Goods andServices provided to Stornoway by the Supplier incorporates the Supplier or any third party’s Intellectual Property (including moral rights), the Supplier grants or, in the case of third party Intellectual Property, will obtain and warrant the third party’s permission to grant Stornoway and their customers, an irrevocable, perpetual, royalty-free and non-transferable license on or before the delivery of the Goods and/or the provision of the Services to use that IntellectualProperty for Stornoway’s use at no additional cost to Stornoway;

(ii)            the supply of the Goods and/or Services by the Supplier to Stornoway and the licence granted by the Supplier pursuant to clause 9(c)(i) does not infringe the IntellectualProperty rights (including moral rights) of any third party; and

(iii)           the Goods and Services are not subject to anyIntellectual Property rights of any third party that in any way restrict the rights of Stornoway or its customers to use or sell the same.

(d)           Subject to the limitations in this clause 9, the Supplier agrees to indemnify, keep indemnified and hold harmless Stornoway, their officers, employees, agents and customers against all actions, proceedings, losses, liabilities, damages, claims, demands, costs and expenses (including all legal costs) suffered or incurred by Stornoway arising out of, or in connection with, ny claim that Stornoway’s use or possession (or its customers) of anyIntellectual Property provided by the Supplier which infringes the Intellectual Property rights of any third party.

10          GST

(a)           Unless defined in these General Conditions, terms used in this clause have the meanings given to those terms in the GST Act.

(b)           Unless otherwise stated in this Agreement, all amounts payable by one party to another party under this Agreement are GST exclusive.

(c)           If GST is imposed or payable on any supply made by a party under this Agreement, the recipient of the supply must pay to the supplier, in addition to the GST exclusive consideration for that supply, an additional amount equal to the GST exclusive consideration multiplied by the prevailing GST rate. The additional amount is payable at the same time and in the same manner as the consideration for the supply.

11          Assignment and Sub-Contracting

(a)           The Supplier must not assign or subcontract any rights, obligations or otherwise under this Agreement to any other party without the prior written consent of Stornoway whose consent is absolute.

(b)           If Stornoway agrees in writing with the Supplier that the Supplier is permitted to subcontract the whole or any part the performance of the Supplier’s obligations under this Agreement, in addition to any other conditions imposed by Stornoway, the Supplier warrants and represents that the subcontractor will duly observe all of the Supplier’s obligations of and arising under this Agreement, as though the subcontractor was named as theSupplier under this Agreement.

12          Indemnity

(a)           The Supplier must at all times indemnify Stornoway, its officers, employees and agents ("those indemnified") from and against any loss (including legal costs and expenses on a solicitor/own client basis), or liability, reasonably incurred or suffered by any of those indemnified arising from:

(i)             any claim, suit, demand, action or proceeding by any person against any of those indemnified where such loss or liability was causedby any wilful, unlawful or negligent act or omission of the Supplier, its officers, employees, agents or subcontractors in connection with this Agreement; and

(ii)            any breach of this Agreement by the Supplier (including any delay in the delivery of Goods or performance of Services).

(b)           This clause 12 remains in force after the termination or expiry of this Agreement.

13          Insurance

(a)           The Supplier must at its cost, effect and maintain at all times while this Agreement is in force including during any applicable defect liability period in relation to any Goods supplied, the following insurance policies:

(i)             public liability insurance for an amount of not less than $10,000,000 and if requested by Stornoway, noting Stornoway as an interested party;

(ii)            transit insurance (if applicable) of $5,000,000;

(iii)           professional indemnity insurance in relation to any Consulting Services provided under this Agreement, for at least $5,000,000and if requested by Stornoway, noting Stornoway as an interested party; and

(iv)          workers compensation/employer’s liability as required by law.

(b)           Upon request, the Supplier must provide Stornoway with the certificate of insurance confirming the coverage and copies of the underlying policies.

(c)           The Supplier must ensure that its sub-Suppliers have and maintain all of the insurances specified in clause 13(a).

14          Work, Health & Safety

(a)           In all aspects of providing the Goods and/or carrying out the Services, the Supplier must comply with all applicable Laws in relation to work health and safety. Without limitation, the Supplier must comply with all requirements under the Work Health and SafetyAct 2012 (Tas), the Work Health and Safety Regulations 2012 (Tas)and any applicable Code of Practice.

(b)           Where the Price exceeds $250,000, the Supplier is appointed by the Principal as the “principal Supplier” for the purposes of the work health and safety Laws.

(c)           Where the Price does not exceed $250,000, the Supplier must perform the requirements of Chapter 6 of the Work Health and Safety Regulations 2012 (Tas) as if the Price exceeded $250,000 and it were the “principal Supplier” for the purposes of the work health and safetyLaws.

(d)           The Supplier:

(i)             must provide to Stornoway all things necessary to enable Stornoway to meet its obligations under any applicable work health and safety Laws;

(ii)            agrees that the Supplier has received, or had been provided sufficient opportunity to receive, from Stornoway all relevant information held by Stornoway that may reasonably be required by the Supplier to discharge its duties under any applicable work health and safety Laws;

(iii)           must provide to Stornoway, when required by Stornoway, evidence satisfactory to Stornoway of the Supplier’s compliance with any applicable work health and safety Laws; and

(iv)          must, as far as is reasonably practicable, consult, cooperate and coordinate its activities with Stornoway ora ny other applicable duty holders, in all work health and safety matters arising out of, or associated with, providing the Goods and Services and thisAgreement; and

(v)           must notify Stornoway in writing where there is a conflict between the provision of the Goods and Services and any applicable work health and safety Laws. In the event of such conflict, the Supplier must consult, co-operate and co-ordinate with Stornoway to find an appropriate resolution.

(e)           The Supplier must:

(i)             ensure that all of the Supplier’s personnel comply with all applicable work health and safety Laws at all times while performing activities in connection with the provision of the Goods and Services;

(ii)            ensure that the Supplier’s personnel and any subcontractors provide the Goods and Services in a safe manner and in accordance with this clause 14; and

(iii)           at all times exercise all necessary precautions for the health and safety of all persons including (without limitation) the Supplier’s personnel and subcontractors, Stornoway’s employees and agents; and members of the public who may be affected by the provision of the Goods and Services.

(f)            The Supplier must, and must ensure that, all of the Supplier’s personnel, participate in any induction required by Stornoway in relation to the provision of the Goods and Services before providing the Goods or carrying out the Services or any part thereof.

(g)           The Supplier acknowledges and agrees that participation in or completion of any of Stornoway's induction requirements are not in satisfaction of any of the Supplier's other obligations under this clause 14 or the Supplier’s obligations to comply with work health and safety Laws.

(h)           When providing the Goods and Services, and at all times when the Supplier or any of the Supplier’s personnel are on any site of Stornoway, the Supplier must:

(i)             not do anything which may place Stornoway in breach of any applicable work health and safety Laws and other legal requirements;

(ii)            provide the Goods or perform the Services in a manner that will not cause any harm, damage or nuisance to the environment;

(iii)           promptly notify Stornoway of any security breach, accident, personal injury (including death), property or environmental damage or notifiable incident pursuant to work health and safety Laws occurring in connection with the Goods and Services;

(iv)          where appropriate, preserve the site where an accident or injury occurs in order that Stornoway has an opportunity to view or inspect that site;

(v)           within 7 days of any notifiable incident, provide a report in writing to Stornoway giving complete details of the incident, including results of investigations into its cause and any recommendations or strategies for prevention in the future; and

(vi)          in relation to any notifiable incident, provide Stornoway with a copy of any report that it provides to WorkSafe Tasmania.

(i)             The Supplier is to prepare a project specific work health and safety risk assessment for the Goods and Services prior to commencing and/or providing the Goods and Services in accordance with the relevant Code of Practice. The risk assessment is to be in the form of a table, indicating specific tasks, potential hazards/consequences, classification of risk and control measures. A copy of the completed risk assessment must be provided to Stornoway for review. The Supplier may not access any Stornoway site or commence or provide the Goods and Services until the risk assessment has been provided to Stornoway. Stornoway may at any stage request clarification or additional information in relation to the risk assessment which the Supplier must provide at the Supplier’s expense.

(j)             The Supplier acknowledges and agrees that notwithstanding any review by Stornoway of the Supplier’s risk assessment:

(i)             Stornoway is not required to approve, and is not taken to approve, the risk assessment;

(ii)            the Supplier’s risk assessment is not deemed to comply with the requirements of this Agreement nor the requirements of the Work Health and Safety Act or Work Health andSafety Regulations or any Code of Practice; and

(iii)           the Supplier remains solely responsible for its compliance with, and its obligations under, any applicable Laws relating to work health and safety.

15          Dispute resolution

(a)           The Parties agree that:

(i)             if a dispute arises, either Party may notify the other Party of the dispute; and

(ii)            if the dispute is not resolved within 14 Business Days after the date of receipt of the notice of the dispute, then Stornoway alone, may in its sole discretion, exercise its rights under clause 8.1 of this Agreement.

(b)           Subject always to the operation of clause 15(a):

(i)             failing resolution of the dispute within 14 days following the delivery of a notice pursuant to clause 15(a), the parties may either jointly agree to appoint an Arbitrator pursuant to the Commercial Arbitration Act 2011 (Tas) or alternatively litigate the dispute in a Court of competent jurisdiction;

(ii)            nothing in the clause 15(b) prevents either party from seeking urgent interlocutory relief from a Court of competent jurisdiction; and

(iii)           the parties agree to perform their obligations under this Agreement, notwithstanding the existence of a dispute.

16          Confidentiality

(a)           The Supplier must not (and must require its employees, agents and subcontractors to not) disclose any confidential information of Stornoway given in connection with this Agreement or the provision of the Goods andServices and identified as having, or marked with, a classification indicating its confidentiality.

(b)           This clause 16 does not apply to information which is part, or becomes part, of the public domain otherwise than by breach of this clause or any information which is required to be disclosed pursuant to any law.

(c)           The Supplier acknowledges that Stornoway may require the Supplier to sign a confidentiality undertaking, in a form acceptable to Stornoway, prior to providing certain Goods or undertaking particular Services.

17          Notices

(a)           A notice or other communication to be given or made under this Agreement must be in writing and delivered by hand, mail or email to the address of the party as set out in the Purchase Order or as otherwise communicated by the parties.

(b)           If the intended recipient has notified a changed postal address or email address, then the communication must be to that postal address or email address.

(c)           Notice will be taken to have been given by a party to the other:

(i)             if by hand, on delivery;

(ii)            if by mail, fiveBusiness Days after the date of mailing within Australia or 10 Business Days after the date of mailing overseas; and

(iii)           if by email, at the time of sending unless the sender receives notification that the email was not successfully received in the recipient's inbox.

(d)           If a notice is given after 5pm at the recipient’s address, or on a day that is not a Business Day, notice will be deemed to be given on the following Business Day.

18          General

(a)           This Agreement are governed by the laws of Tasmania and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Tasmania.

(b)           This Agreement or any authorised signed agreement or Purchase Order (and written variations agreed to in writing)represents the entire agreement between the Parties relating to the Agreement.

(c)           In entering into this Agreement, the Supplier has not relied on any warranty, representation or statement, whether oral or written, made by Stornoway or any of its employees or agents relating to or in connection with the subject matter of this Agreement.

(d)           Despite any other provision of this Agreement, Stornoway has no liability to the Supplier in respect of any matter in connection with this Agreement unless the Claim together with full particulars is lodged with Stornoway within 21 days of the occurrence of the event(s) or circumstance(s)on which the claim is based.

(e)           If any provision or part of any provision of thisAgreement is unenforceable, such unenforce ability shall not affect any other part of such provision or any other provision of this Agreement.

(f)            Any waiver by Stornoway of strict compliance with any provision of this Agreement shall not be effective unless in writing and signed by an authorised officer of Stornoway.

(g)           Delivery acronyms such as FCA, FOB, CIF used in thisAgreement shall be interpreted in accordance with INCO TERMS 2000 edition.

(h)           No provision of this Agreement shall be construed adversely against one party solely on the basis that that party was responsible for the drafting of that provision.

(i)             This Agreement may not be varied except by agreement in writing between both parties.

(j)             The parties agree that:

(i)             the Supplier must not represent itself, and must ensure that its personnel do not represent themselves, as being employees or agents of Stornoway; and

(ii)            despite any actions by either party to the contrary, the Supplier is taken to be and remains an independent Supplier of Stornoway and nothing in this Agreement shall be construed so as to create a relationship of employment, agency or partnership.