1. Contract
1.1 This Agreement consists of the Front Page, these Terms and Conditions and any Annexures. It records the entire agreement between the parties as to its subject matter and supersedes all prior contracts, obligations, representations, conduct and understandings.
1.2 By signing the Front Page or supplying Goods or Services, the Contractor is bound by this Agreement.
1.3 Any Special Conditions apply in addition to these Terms and Conditions and prevail if there is any inconsistency.
3. Definitions
3.1 Unless otherwise specified in a Special Condition, in this Agreement:
Annexure means an annexure that is expressly referred to on the Front Page.
Approval means any licence, permit, consent, authorisation, registration or other requirement (and any conditions attached to any of them) that is required or must be satisfied to supply, perform, receive or use the Goods or Services, or perform the Contractor’s Obligations.
Background IP means any intellectual property rights the Contractor or a third party held prior to entry into this Agreement or developed independently of this Agreement.
Building Legislation means the Building and Construction Industry (Portable Long Service Leave) Act 1991 (Qld), the Building and Construction Industry Long Service Payments Act 1986 (NSW) or the Construction Industry Long Service Leave and Benefits Act (NT).
Contractor means the supplier specified on the Front Page.
Contractor’s Obligations mean all of the Contractor’s obligations under this Agreement, including the supply of the Goods or Services.
Defect means any error, defect, omission, deficiency, non- conformity, fault, failure, malfunction or discrepancy in the Goods or Services of any type and howsoever arising. Defective has a corresponding meaning.
Developed IP means any intellectual property rights created through the performance of this Agreement.
Front Page means the front page of this document.
Good Industry Practice means the standard of skill, care, diligence and workmanship that would be exercised by a skilled person who is experienced in providing goods and services of a similar nature as the Goods and Services.
Goods means the goods to be supplied by the Contractor, as described on the Front Page and all other goods and materials necessary to receive the benefit of the use of the Goods or Services.
Personnel means those persons who the Contractor uses to perform its obligations under this Agreement, whether an employee, officer, agent or subcontractor.
Regulatory Authority means any government or judicial entity, or other body that has powers or jurisdiction under any Regulatory Requirement over a party or any act relating to this Agreement.
Regulatory Requirement means any law, regulation, other statutory instrument, proclamation or Approval of any applicable jurisdiction that is relevant to a party or the supply, performance, receipt or use of all or part of the Goods or Services.
Related Body Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).
Services means the services to be performed by the Contractor as described on the Front Page and all other services necessary to receive the benefit of the use of the Goods or Services.
Special Conditions means any conditions specified in an Annexure to be special conditions to this Agreement.
Taxes means taxes, imposts, levies, withholdings or duties of any nature (including excise and customs duties), but does not include levies payable under Building Legislation.
3.2 Capitalised terms in clause 9.2 and 9.3 and in relation to "Tax Invoices", throughout this Agreement, have the same meaning as under GST law as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
23. Survival
23.1 All rights a party accrued before expiry or termination continue.
23.2 The terms of clause 9, 10, 11, 12, 16, 17, 18, 20, 21, and this clause 23 survives expiry or termination of this Agreement.
24. Governing Law
This Agreement is governed by the laws of the place in Australia specified on the Front Page but if no place is specified New South Wales, Australia (State). Each party submits to the exclusive jurisdiction of the courts of the State.
25. Severability
If all or any part of a provision of this Agreement is invalid or unenforceable, that part or provision will be severed and will not affect the validity or enforceability of the remaining provisions of this Agreement.