Terms and Conditions

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Terms and Conditions for Subcontract Works and Services

This page provides information on our subcontractor works and services terms and conditions. 

1. INTERPRETATION

In the Subcontract, unless the context indicates otherwise:

  • a reference to a party to this Subcontract or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns; 
  •  a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
  • a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
  • if any day on or by which a person must do something under this document is not a Business Day, then the person must do it on or by the next Business Day;
  • a reference to ‘month’ means calendar month;
  • the word, ‘includes’ and any variation is to be read as if followed by the words ‘without limitation; and
  • this Subcontract is not to be interpreted against the interests of a party because that party was responsible for the drafting of it or a part of it.
2. CONTRACT
  • The following documents form the entire agreement between the
    parties:
    1.  the Order;
    2. these terms and conditions; and
    3. any drawings, specifications, plans or product information which are at any time before or after the commencement of Works by the Subcontractor provided by CIVFORM to the Subcontractor;
    4. any other documents referred to in these terms and conditions and the Order.

(Subcontract)

  • The parties agree that the terms and conditions of this Subcontract apply, and will continue to apply, to the Works not with standing any subsequent purchase order, terms and conditions on an invoice, or any other terms and conditions, issued by the Subcontractor regarding the Works. For the avoidance of doubt, the terms and conditions of this Subcontract override any other terms and conditions supplied by the Subcontractor to CIVFORM at any time prior to or after the
    Order is given to the Subcontractor.
  • If there is any inconsistency, discrepancy or ambiguity between the documents listed in clause 2(a), it will be resolved by giving precedence to the document highest in the list except to the extent directed by CIVFORM under clause 2(d).
  • CIVFORM may direct the Subcontractor as to the interpretation to be followed and the Subcontractor must comply with that direction.
  • Any review, comment, approval or non-approval of any document does not relieve the Subcontractor of any of its obligations or liabilities under this Subcontract.
  • Except as provided in this Subcontract, the Subcontractor will not be entitled to make a Claim against CIVFORM as a result of or in connection with any ambiguity or discrepancy in this Subcontract or any notification by CIVFORM under clause 2.
3. EXECUTION

If the Subcontractor takes any steps to carry out the Works after it has received the Order, it will be deemed to have accepted the terms and conditions of this Contract and they will be binding on it. That is the case even if the Order is not signed and returned to CIVFORM.

4. DOCUMENTS
  • The Subcontractor must supply to CIVFORM all documents required by CIVFORM or as otherwise set out in the Order.
  • The Subcontractor assigns the ownership of all intellectual property rights in any material brought into existence by or on behalf of the Subcontractor to CIVFORM for the purpose of the Works.
5. WORKS
  • The Subcontractor must carry out and complete the Works:
    • in accordance with the Subcontract;
    • in accordance with the Head Contract (including all plans, drawings and specifications relating to the Head Contract Works) to the extent that it is applicable to the Works;
    • in a proper and workmanlike manner to the reasonable satisfaction of CIVFORM;
    • in accordance with all applicable industry standards;
    • using materials which (unless expressly stated otherwise) are new, of merchantable quality and fit for the purpose for which they are used; and
    • in accordance with any directions of CIVFORM.
  • The Subcontractor must, except to the extent stated in this Subcontract, supply all labour, plant, tools, equipment, appliances and all other things the Subcontractor requires to fulfil its obligations under the Subcontract.
  • The Subcontractor warrants that, prior to entering into the Subcontract, it has:
    • examined the Subcontract and all other information made available by CIVFORM to the Subcontractor;
    • examined all information which is relevant to the risks, contingencies and other circumstances which could affect the performance of the Works;
    • has made itself fully aware of all matters pertaining to the Site including the nature and location of the Site and its surroundings and the local conditions both above and below the surface of the Site and the condition of any structures or previous work of any kind on the Site or adjoining the Site;
    •  informed itself of the nature of and materials necessary for the Works, the means of access to and facilities at the Site, the transport facilities for deliveries to the Site and surrounding traffic conditions; and
    • made allowance for the matters in paragraphs (c)(i) to (iv) of this clause in calculating the Price.
6. PRICE
  • In consideration of the proper performance of the Works by the Subcontractor, CIVFORM shall pay to the Subcontractor the Price.
  • The Subcontractor acknowledges that the Price will be calculated using the prices and rates set out in the Order, includes the provision of all necessary materials, equipment, plant and labour to supply, deliver, construct and install the Works, even if not specifically mentioned in the Subcontract and is not subject to rise and fall and may only be adjusted in accordance with this Subcontract.
7. COMMENCEMENT AND COMPLETION
  • The Subcontractor must commence the Works on the Commencement Date and must carry out the Works with due diligence and without delay and in any case by the Date for Completion.
  • If it becomes evident to the Subcontractor that anything, including any breach, act or omission of CIVFORM, may delay the progress of the Works, the Subcontractor must promptly notify CIVFORM in writing with details of the estimated extent of the delay and the cause.
  • If the Subcontract expects a Delay Event to cause a delay to the Date of Completion, then within five Business Days after the commencement of the cause of the delay, the Subcontractor must give written notice to CIVFORM setting out the details of the delay and if the Subcontractor wishes to claim an KCTC 500.1 Subcontract Works Services extension of time (EOT), the reasons why the Subcontractor is entitled to an EOT.
  • CIVFORM will reasonably determine what, if any, EOT will be granted to the Subcontractor and will notify the Subcontractor accordingly. If an EOT is granted, the Date for Completion will be adjusted according to CIVFORM’s notice.
  • Even if the Subcontractor is not entitled to an EOT or has not claimed an EOT, CIVFORM may (without being obliged to do so) at any time and for any reason it thinks fit, extend the Date for Completion. This right is solely for the benefit of CIVFORM and is to be exercised in its absolute discretion.
  • If the Subcontractor does not make any Claim for an EOT strictly in accordance with clause 7(c), the Subcontractor will not be entitled to an EOT, or to make any Claim for that delay.
  • The Subcontractor is not entitled to make any Claim against CIVFORM for any costs for delay or disruption (whether the delay or disruption arises out of a Delay Event or otherwise).DEFECTS
8. LATENT CONDITIONS
  • If during the execution of the Works, the Subcontractor becomes aware of any Latent Condition, the Subcontractor must no later than three Business Days after becoming aware of the Latent Condition, and where possible before the Latent Condition is disturbed, give written notice of the existence and characteristics of the Latent Condition to CIVFORM.
  • If required by CIVFORM, the Subcontractor must also provide a statement in writing specifying:
    • the Latent Condition encountered and in what respect it differs materially from that which would have been expected;
    • the additional work and resources which the Subcontractor estimates to be necessary to deal with the Latent Condition;
    •  the time the Subcontractor anticipates will be required to deal with the Latent Condition and the expected delay in achieving Completion;
    • the Subcontractor’s estimate of the cost of the measures necessary to deal with the Latent Condition; and
    • other details reasonably required by CIVFORM’s Representative.
  • If a Latent Condition causes the Subcontractor to:                                                                                                                                                                                         
    • in accordance with the Subcontract;
    • the Subcontractor has given notice in accordance with
      clause 8(a),

CIVFORM may decide to vary the Subcontract in accordance with clause 12 of this Subcontract.

 
9. SAFETY AND ENVIRONMENT

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

  • The Subcontractor must comply with all Legislative Requirements and Policies in relation to health, safety and the environment.
  • The Subcontractor must indemnify and keep Civform indemnified against all Claims made against it as a result of:
    • any breach of any Legislative Requirement by the
      Subcontractor or its Personnel; or
    • the additional work and resources which the Subcontractor estimates to be necessary to deal with the Latent Condition;
    •  the time the Subcontractor anticipates will be required to deal with the Latent Condition and the expected delay in achieving Completion;
    • the Subcontractor’s estimate of the cost of the measures necessary to deal with the Latent Condition; and
    • other details reasonably required by CIVFORM’s Representative.
  • The Subcontractor must:
    • promptly attend any inductions or toolbox talks with CIVFORM, the Principal or any other person with control of the applicable part of the Site pursuant to any Legislative Requirements relating to workplace health and safety, as determined and required by CIVFORM from time to time;
    • comply with all lawful directions issued by any person with control of the applicable part of the Site pursuant to any Legislative Requirements relating to workplace health and safety;
    • take all reasonable care to provide and maintain a workplace free of accidents and injuries;
    • immediately notify CIVFORM of any Incidents it becomes aware of and within 1 Business Day, give CIVFORM a detailed report of the circumstances and consequences of the Incident; and
    • co-operate in any investigations
  • The Subcontractor must immediately advise CIVFORM, and within 3 business days provide a written report to CIVFORM, if:

     

    • it reasonably believes that any of the Site or any plant or equipment at the Site is unsafe;
    • any person engages in work practices that are likely to put safety, health or the environment at risk.
  • Entry to the Site by the Subcontractor and the Subcontractor’s employees, agents and subcontractors is at their own risk and CIVFORM is not responsible for any loss or damage suffered by the Subcontractor and the Subcontractor’s employees, agents and subcontractors while on the Site. 
10. SITE MATTERS

The Subcontractor must coordinate the Works in conjunction with activities of CIVFORM and the Principal’s other contractors, subcontractors and suppliers. The Subcontractor is not entitled to make any Claim for its requirement to, or failure to, coordinate in accordance with this clause 10.

  • The Subcontractor must take all necessary steps (including the provision of temporary covers) to prevent damage to any property, nuisance, or harm to the environment. The Subcontractor indemnifies CIVFORM and its Personnel against any claims, damages and expenses suffered, incurred or threatened, arising from or in connection with:
  • The Subcontractor must take all necessary steps (including the provision of temporary covers) to prevent damage to any property, nuisance, or harm to the environment. The Subcontractor indemnifies CIVFORM and its Personnel against any claims, damages and expenses suffered, incurred or threatened, arising from or in connection with:
    • it reasonably believes that any of the Site or any plant or equipment at the Site is unsafe;
    • any person engages in work practices that are likely to put safety, health or the environment at risk.

   caused by or contributed to by an act or omission of the Subcontractor or its Personnel, except to the extent that the negligence of CIVFORM contributed to the loss, damage, personal injury or death.

  • The Subcontractor must, at its cost, immediately and permanently remove from the Site any person Civform considers (in its absolute discretion) is behaving in an unsafe, incompetent or offensive manner. Replacement of that person is at the Subcontractor’s cost and any costs suffered by CIVFORM will be a debt due and payable by the Subcontractor to CIVFORM.
11. DEFECTS
  • The Subcontractor must at its own expense, make good all defects in the Works during the performance of the Works and the Defects
    Liability Period.
  • If any such defects are not made good within five Business Days of a direction by CIVFORM, CIVFORM may itself or by others, remedy the defect and the cost of remedying the defect will become a debt due and payable to CIVFORM from the Subcontractor.
12. VARIATIONS
  • CIVFORM may direct the Subcontractor at any time to vary or reduce the Works or to execute additional work or direct any variation necessary to give effect to a variation directed under the Head Contract. Except as provided in this clause 12, the Subcontractor has no right to make any Claim against CIVFORM as a result of any variation directed by CIVFORM. The Subcontractor must not vary the Works except as directed in writing by CIVFORM.
  • Within five Business Days of receiving a direction under clause 12(a), the Subcontractor must provide to CIVFORM a detailed quotation for the variation supported by measurements or other evidence of cost.
  • If CIVFORM and the Subcontractor fail to agree in writing on the price of a variation then, subject to clause 12(d), CIVFORM will price the variation using reasonable rates and prices.
  • Where a variation under this Subcontract arises from a variation directed under the Head Contract, the price of the variation under this Subcontract shall be no greater than the price of the variation under the Head Contract. The Subcontractor will be bound by, and has no Claim in connection with, the variation in excess of the price of the variation under the Head Contract.
13. SECURITY
  • The Subcontractor must provide security in the amount and form specified in the Order to CIVFORM.
  • CIVFORM may have recourse to the security to satisfy any loss, expense or damages CIVFORM may incur or suffer as a consequence of any act or omission of the Subcontractor in connection with the Subcontract or the Works.
  • Civform will:
    • within 10 Business Days from the Date of Completion, release half of the value of any security it held as at the Date of Completion; and
    • within 10 Business Days of the expiry of the Defects Liability Period, release the remainder of any security it holds as at the date of expiry of the Defects Liability Period.
  • Interest earned on any security held by CIVFORM pursuant to this clause belongs to CIVFORM.
14. PAYMENTS
  • If the Order states that progress payments:
    • do apply, then clauses 14(d) and 14(e) of these terms and conditions do not apply to the Subcontract; or
    • do not apply, then clauses 14(b) and 14(c) do not apply to the Subcontract.
  • The Subcontractor must submit to CIVFORM, on the Claim Date for each calendar month, a claim for payment of all Works completed in that month which is supported by:

     

    • evidence of the amount which it claims;
    • if requested, a statutory declaration which states that as at the Claim Date, no wages or other monies are due and owing by the Subcontractor to employees, agents, subcontractors or creditors of the Subcontractor for any Works the subject of that payment claim; and
    • any other information CIVFORM may reasonably require.
  • Payment Claims that comply with clause 14(b) will be paid 25 Business Days following the Claim Date or the date the Payment Claim is submitted, whichever occurs later. Progress payments will be calculated having regard to the value of the Works carried out.
  • On the first Claim Date following the Date of Completion the Subcontractor must submit a claim for payment of the Works completed, deducting any security paid and supported by:

     

    • if requested, a statutory declaration which states that as at the Claim Date, no wages or other monies are due and owing by the Subcontractor to employees, agents, subcontractors or creditors of the Subcontractor for any Works the subject of that Payment Claim; and
    • any other information CIVFORM may reasonably require.
  •  A Payment Claim that complies with clause 14(c) will be paid 25 Business Days following the Claim Date or the date the Payment Claim is submitted, whichever occurs later
  • Any payments of monies by CIVFORM to the Subcontractor is only to be taken as payment on account and is not:
    • Evidence of the value of any of the Works;
    • any other information CIVFORM may reasonably require. Evidence that any of the Works have been satisfactorily carried out in accordance with the Subcontract;
    • Approval by CIVFORM of the Subcontractor’s performance or compliance with the Subcontract
  • If CIVFORM disputes the amount of a Payment Claim, it must:
    • give the Subcontractor a written notice setting out the amount in dispute and particulars of the dispute within 10 business days from the Claim Date; and
    • Pay to the Subcontractor the amount of the Payment Claim that is not disputed within 25 Business Days of the Claim Date
  • CIVFORM will not be obliged to pay for materials, plant or equipment which have not been delivered to the Site for whatever reason unless the parties otherwise agree in writing.
  • Notwithstanding anything to the contrary in any tender, quotation, delivery docket, consignment note, invoice or other document of the Subcontractor, property in any goods delivered to the Site by or for the Subcontractor for the purpose of being incorporated into the Works will become the property of CIVFORM free of any encumbrance, upon delivery to the Site.
  • Without limiting CIVFORM’s other rights, the Subcontractor shall not be entitled to issue a payment claim and CIVFORM will not be obliged to make a progress payment or make the final payment to the Subcontractor, if the Subcontractor has failed to:
    • provide the security, if any
    • return the signed copy of the Subcontract;
    • provide evidence of all required insurances; or
    • submit a requested statutory declaration.
  • Any reference to any cost, expense or loss recoverable by CIVFORM from the Subcontractor under the Subcontract, will be a debt due and payable by the Subcontractor to CIVFORM.
  • CIVFORM may set off against and deduct from any monies due to the Subcontractor, any debt, costs, damages, loss or expense due to or recoverable by CIVFORM from the Subcontractor and any Claim which CIVFORM may have against the Subcontractor. If no monies are due to the Subcontractor or if the monies due to the Subcontractor are insufficient to discharge the debt, costs, damages, loss, expense or Claim, CIVFORM may have recourse to the security, as set out in clause 13 of the Subcontract.
15. INSURANCE
  • The Subcontractor must take out and maintain:
    • public liability insurance for an amount no less than $20 million for each and every occurrence, from the Commencement Date until the expiry of the Defects Liability Period;
    • insurance for the full replacement value of the Works;
    • insurance in respect of all claims and liabilities arising, whether at common law or under statute relating to workers’ compensation or employer’s liability, from any accident or injury to any person employed by the Subcontractor in connection with the Works; and
    • other insurances required by law or reasonably
      required by CIVFORM and set out in the Order.
  • Evidence of insurances required from the Subcontractor must be given to CIVFORM before the Commencement Date and at any time upon request by CIVFORM.
16. LIQUIDATED DAMAGES
  • If the Subcontractor fails to reach Completion by:
    • the Date for Completion; or
    • if CIVFORM has granted an EOT in accordance with clause 7(d) of this Subcontract, by that EOT; or
    • if Civform has extended the date for Completion in accordance with clause 7(e) of this Subcontract, by that extension date,

CIVFORM will be entitled to liquidated damages for every day or part thereof from the day after the Date of Completion up to and including:

    • the day that the Subcontractor actually reaches Completion; or
    • the date that the Subcontract is terminated pursuantto clause 17, whichever occurs first.
  • The daily rate of liquidated damages is to be nominated by CIVFORM on the date of this agreement and is limited to a maximum daily rate of 10% of the total Subcontract Price. In the event that no daily rate is nominated, the applicable rate is 10% of the total Subcontract Price.
  • If after the Subcontractor has paid liquidated damages or CIVFORM has deducted liquidated damages from the Security, CIVFORM and the Subcontractor mutually agree in writing to extend the Date for Completion, CIVFORM will repay to the Subcontractor any liquidated damages paid or deducted in respect of the period up to and including the new Date for Completion.
  • The Subcontractor acknowledges and agrees that the rate of liquidated damages represents a genuine pre-estimate ofthe loss that CIVFORM may incur if the Subcontractor does not complete the Works by the Date for Completion. 
 
 

 

17. DEFAULT AND TERMINATION
  • If the Subcontractor:
    • is subject to an Insolvency Event;
    • fails to hold or maintain any licence or authorisation required by it under any Legislative Requirement for the lawful undertaking of the Works; or
    • fails to remedy any breach of the Subcontract within five Business Days of CIVFORM’s direction to remedy that breach,

CIVFORM may, at its absolute discretion:

    • immediately terminate this Subcontract; or
    • take the whole or any part of the Works out of the control of the Subcontractor and engage another party to complete the same, and damages suffered by CIVFORM due to such engagement will be a debt due and payable by the Subcontractor to CIVFORM.
  • If the Head Contract is terminated for any reason, then CIVFORM may by notice immediately terminate this Subcontract. On termination in accordance with this clause 17(b) the Subcontractor will be entitled to be paid for work completed up to the date of termination and reasonable demobilisation costs and otherwise shall have no other Claim as a consequence of the termination. The Subcontractor will not be entitled to any loss of profit or other compensation of any kind arising out of termination under clause 17(b).
  • Upon termination of the Subcontract under clause 17, the Subcontractor must immediately or upon the date specified in the notice of termination:
    • cease all further work, except for such work as CIVFORM may specify in the notice of termination for the sole purpose of protecting that part of the Works already executed or any work required to leave the Site in a clean and safe condition;
    • deliver to CIVFORM the parts of the Works executed by the Subcontractor up to the date of termination and all items and materials paid for by CIVFORM; and
    • if requested and if legally possible, assign or novate to CIVFORM all right, title and benefit of the Subcontractor to any plant, equipment, materials or secondary subcontracts.
 
 

 

18. NOTIFICATION OF CLAIMS

Subject to clauses 7 and 14, CIVFORM will not be liable upon any Claim by the Subcontractor in respect of any matter arising under this Subcontract, or in connection with the Works unless the Claim, together with full particulars (including the quantum of the Claim) is lodged in writing with CIVFORM no later than 10 Business Days after the date of occurrence of events or circumstances on which the Claim is based.

19. ASSIGNMENT AND SUBCONTRACTING
  • The Subcontractor may not assign or subcontract any of its obligations without the prior written consent of CIVFORM. If CIVFORM gives its consent, the Subcontractor remains responsible for all acts and omissions of its assignees or subcontractors and must ensure that they comply with all applicable terms and conditions of the Subcontract.
  • CIVFORM may assign this Subcontract or a right under this Subcontract by notice to the Subcontractor.
20. GST
  • Capitalised terms in this clause have the same meaning as in the GST Act.
  • Except as set out in this clause, the consideration for a Supply made under or in connection with the Subcontract does not include GST.
  • If a Supply made under or in connection with the Subcontract is a Taxable Supply, then at or before the time the consideration for the Supply is payable:
    • the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under this document for that Supply); and
    • the Supplier must give the Recipient a Tax Invoice for the Supply.
  • If either party has the right under the Subcontract to be reimbursed or indemnified by another party for a cost incurred in connection with the Subcontract, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).
21. CONSEQUENTIAL LOSS

Neither party will be liable under or in connection with this Subcontract for any indirect or consequential losses or damages, loss of revenue, loss of profit, loss of production or wasted overheads, whether or not such liability arises in contract, tort (including negligence) or any other cause of action at law or in equity.

22. CONFIDENTIAL INFORMATION
  • The Subcontractor must keep confidential all Confidential Information and not disclose it to any other person, except:
    • with the prior written consent of CIVFORM;
    • to its professional advisers;
    • to any of its Personnel who have a need to know in order to perform obligations under the Subcontract; or
    • provided that the recipient agrees in writing to keep the Confidential Information confidential.
  • Clause 22(a) 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.
23. INDEMNITY
  • The Subcontractor indemnifies and will keep indemnified CIVFORM against any claim, loss, expense or liability arising out of or in connection with:
    • Any negligent act or omission of the Subcontractor;
    • Any claim against CIVFORM in respect of personal injury, death, loss or damage to any property arising out of or as a consequence of, the carrying out of the Works;
    • Any breach of contract or statutory duty by the Subcontractor;
    • Any defect in the Works;
    • Any defect in the design of the Works. 
24. DISPUTE RESOLUTION
  • If a dispute arises out of, or in connection with, the Subcontract:
    • The aggrieved party may give the other party a written notice of dispute setting out the details of the dispute;
    • The parties shall arrange and participate in a without prejudice conference within 5 Business Days from the date of service of the notice of dispute.
    • Compliance with clauses 24(a) and (b) of this Subcontract is a condition precedent to any litigation.
    • Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief.
25. GENERAL
  • The Subcontract may be executed in any number of counterparts. All counterparts together make one instrument.
  • The Subcontract supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.
  • To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion, has no effect except to the extent expressly set out or incorporated by reference in this document.
  • The failure of a party to require full or partial performance of a provision of the Subcontract does not affect the right of that party to require performance subsequently.
  • 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.
  • A right under the Subcontract may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
  • Queensland law governs this document, except that the Sale of Goods (Vienna Convention) Act 1986 (Qld) has no application, and each party irrevocably submits to the exclusive jurisdiction of the Queensland and courts competent to hear appeals from those courts.
  • A clause or part of a clause of the Subcontract that is illegal, invalid or unenforceable may be severed from the Subcontract and the remaining clauses or parts of the clause of the Subcontract continue in force.
26. DEFINITIONS AND INTERPRETATION

Business Day means a day that is not:

  • a public holiday in the place in which the Works are being carried out; or
  • Saturday, Sunday or 27, 28, 29, 30 or 31 December.

Claim means any claim, action, proceeding or demand, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
Claim Date means the date for submission of payment claims, which date is to be the last Business Day of the calendar month.
Commencement Date means the date notified in writing by CIVFORM to the Subcontractor.
Completion is the stage in the carrying out of the Works when:

  • CIVFORM considers that the Works are complete;
  • the Subcontractor has cleaned the Site and removed all rubbish and surplus material; and
  •  any documents, test results or other information, required under the Subcontract, have been supplied to CIVFORM.

Confidential Information means any information relating to the business or affairs of Civform or its customers, whether provided to or obtained by the Subcontractor prior to or after issue of the Order, except information in the public domain (other than due to breach of the Subcontract) or information rightfully in the possession of the Subcontractor and not subject to an obligation of confidentiality at the time it was obtained by the Subcontractor.
Date for Completion means the date that is notified in writing by CIVFORM to the Subcontractor, or as adjusted in accordance with clause 7(d).
Date of Completion means the date that the Works have reached Completion.
Defects Liability Period means the period that commences on the Date of Completion and concludes 12 months after the date the Head Contract Works reach practical completion.
Delay Event means any of the following events:

  • an act, default or omission of CIVFORM or its consultants, agents or other contractors (not being employed by the Subcontractor);
  • Force Majeure.

Force Majeure means any occurrence or omission outside a party’s reasonable control, as a direct or indirect result of which the party relying on the event is prevented from or delayed in performing its obligations under this document (other than a payment obligation), and includes:

  • a physical natural disaster including fire, flood, lightning or earthquake; 
  • war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law;
  • epidemic or quarantine restriction;
  • ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; and
  • strike, lock-out, stoppage, labour dispute or shortage excluding industrial disputes that are specific to a party or the party’s subcontractors.

GST has the meaning given to that term in the GST Act.
GST Act means ANew Tax System (Goods and Services Tax) Act 1999 (Cth).
Head Contract means the agreement between CIVFORM and the Principal for CIVFORM to perform work of which the Works form part.
Head Contract Works means the whole of the work to be executed under the Head Contract.
Incident means any injury, near miss, emergency or accident involving any person at the Site, including an employee, self-employed person, worker or member of the public.
Insolvency Event means any of the following events occurring in relation to a party:

  • a liquidator, receiver, receiver and manager, administrator,
    official manager or other controller (as defined in the
    Corporations Act 2001 (Cth), trustee or controlling trustee or
    similar official is appointed over any of the property or
    undertaking of the party;
  • the party or the party’s property or undertaking becomes subject
    to a personal insolvency arrangement under part X of the
    Bankruptcy Act 1966 (Cth) or a debt agreement under part IX of the
    Bankruptcy Act 1966 (Cth);
  • the party is unable to pay its debts when they fall due or is unable
    to pay its debts within the meaning of the Corporations Act 2001
    (Cth), or is presumed to be insolvent under the Corporations Act
    2001 (Cth); or
  • an application or order is made for the liquidation of the party or
    a resolution is passed or any steps are taken to liquidate or pass a
    resolution for the liquidation of the party, otherwise than for the
    purpose of an amalgamation or reconstruction.

CIVFORM means King Concreting (Qld) Pty Ltd ACN 075 411 442 and includes its agents, servants, representatives and employees.
Latent Condition means a physical condition on the Site or its surroundings, including artificial things but excluding weather conditions, which differs materially from the physical condition which should reasonably have been anticipated by the Subcontractor at the time of the Subcontractor’s tender if the Subcontractor had:

  • examined all information made available in writing by CIVFORM to
    the Subcontractor for the purpose of tendering; and
  • examined all information relevant to the risks, contingencies
    and other circumstances having an effect on the tender and
    obtainable by the making of reasonable enquiries; and
  • inspected the Site and its surroundings.

Legislative Requirements includes:

  • Acts, ordinances, regulations, by-laws, orders, awards and proclamations of the jurisdiction where the Works or the particular part thereof is being carried out; and
  • certificates, licences, consents, permits, approvals and requirements issued by or imposed by organisations having jurisdiction in connection with the carrying out of the Works.

Order means the Purchase Order provided by CIVFORM to the Subcontractor for the Works.
Personnel means the employees, agents and contractors of an entity.
Principal means the entity that has engaged CIVFORM under the Head Contract.
Policies means all CIVFORM Policies or policies of the Principal, including, but not limited to policies which address the following:

  • Safety;
  • Environment;
  • Quality; and
  • Drug & Alcohol

Site means the site specified in the Order or any other place provided by CIVFORM for the Subcontractor to perform work arising out of or in connection with the Goods or Services.
Subcontract means the documents referred to in clause 2(a).
Subcontractor means the Supplier named on the Order, and includes that entity’s consultants, agents, contractors and employees.
Price means the price stated in the Order, as adjusted in accordance with the Subcontract.
Works means the works specified in the Order and includes any variation and any additional or ancillary work necessary for use of the works which can be reasonably inferred from the Subcontract.