TN93 - Winning and Crushing of material at Lords Quarry ...

Huon Valley Council | TN93 - Winning and Crushing of material at Lords Quarry and Tylers Quarry 2016-2017 Page 1

Tender Number: TN93

Winning and Crushing of Material from Lords

Quarry and Tylers Quarry 2016-2017

Tenders Close: Tuesday 27 September 2016 at 5pm

At: Huon Valley Council Office40 Main StreetHuonville, Tasmania


Table of Contents

OVERVIEW .................................................................................................................3

TENDER FORM ..........................................................................................................4

CONDITIONS OF TENDER ........................................................................................5

SCHEDULE 1 SPECIFICATIONS OF CONTRACT ..........................................8

SCHEDULE 2 STATEMENT OF TENDERER’S EXPERIENCE ANDDEMONSTRATED ABILITY ....................................................10

SCHEDULE 3 SCHEDULE OF PROPOSED SUB-CONTRACTORS.............11

SCHEDULE 4 CONTRACTOR NOMINATED RESPONSE TIME TOCOMMENCE WORKS ON SITE..............................................12

SCHEDULE 5 DECLARATION OF QUALIFICATIONS...................................13

SCHEDULE 6 TENDER PRICES....................................................................14

SCHEDULE 7 CONTRACT FOR THE PROVISION OF GOODS &SERVICES...............................................................................15


OVERVIEW

This is an annual tender for the periodic supply of Goods and Services to the Huon ValleyCouncil.

This tender is for a 12 month contract for the winning and crushing of material from LordsQuarry and Tylers Quarry.


TENDER FORM

Contract Title TN93 - Winning and Crushing of Material from LordsQuarry and Tylers Quarry 2016-2017

Returnable by Tuesday 27 September 2016 at 5pm

Location of Tender Box 40 Main Street, Huonville

Addressed To The General Manager

Name of Tenderer Click here to enter text.

Address of Tenderer Click here to enter text.

Contact Person Click here to enter text.

Position Click here to enter text.

Telephone Number Click here to enter text.

Email address Click here to enter text.

ABN Number Click here to enter text.

Are you registered for GST Yes No

In signing this form the Tenderer agrees to the Conditions of Tender, warrants that theinformation provided in the tender is accurate and correct, and that the person signing the formis duly authorised to do so.

Tender Price – The undersigned do hereby tender to supply the Huon Valley Council with theproducts and/or services listed in the tender schedule for the prices described in and inaccordance with the terms and conditions of the Tender Documents, as defined in theConditions of Tender.

Signature

Position of authorised signatory Click here to enter text.

Dated Click here to enter a date.

The following documents areattached:-

Statement addressing tender prices

WHS and Risk Management System

Statement of Experience and Ability (Schedule 2)

Completed Tender Prices (Schedule 6)

Insurance Details


CONDITIONS OF TENDER

1. Council PolicyThis Tender is called in accordance with the provisions of the Local Government Act1993 and the Huon Valley Council’s Code for Tenders and Contracts 2014 (the Code) -http://www.huonvalley.tas.gov.au/webdata/resources/files/Code_of_Tendering.pdf

2. Description of ContractThe Contract is for the winning and crushing of material from Lords Quarry and TylersQuarry for a period of 12 months.

3. Tender ClosingTenders close on Tuesday 27 September 2016 at 5pm

4. Lodgement of TenderTenderers must complete the Tender Form provided and lodge it with all required andaccompanying information in a sealed envelope marked “TN93 - Winning and Crushingof Material from Lords Quarry and Tylers Quarry 2016-2017” at 40 Main St HuonvilleTasmania or by mail to PO Box 210 Huonville Tasmania 7109. Tenders not lodged inaccordance with this clause will not be accepted and tenderers must ensure that in thecase of mailed tenders they are received by the Council on or before the tender closetime and date.

5. Tender FormThe Tender Form included in this Tender documentation must be completed, signedand returned by the Tenderer. To be valid it must include a declaration from theTenderer that the Tenderer agrees to the Conditions of Tender, the informationprovided in the Tender is accurate and correct and the person signing the form is dulyauthorised to do so.

6. Specifications of TenderThe Tenderer must complete all of the Specifications of Tender Schedules, includingdetails on their company’s Workers Compensation, public liability and professionalindemnity insurance policies as required under the specification.

7. Conditions of ContractThe Contract will be subject to the draft contract included in Schedule 7.

8. Tenderer ProfileIn order to assist the Council in assessing the best Supplier tenderers must provide aprofile including a description of plant, equipment currently owned and humanresources, leased or employed, that would be available to provide the proposedservice.

Tenderers should include details of their company’s Risk Management skills,experience and ability to deliver the service/goods required within this contract.

9. Australian Business NumberOnly suppliers with an ABN will be considered eligible to tender for this contract. Thesupplier’s ABN is to be included on all invoices.

10. Acceptance of Tenders• Late Tenders will not be accepted.• The Council shall not be bound to accept the lowest or any Tender.• Tenders received by facsimile or email will not be accepted.• A Tender shall be deemed to be accepted when a Notice in writing of such

acceptance is sent by post to the address provided to the Council by the Tenderer.


11. Tender PriceThe tender price is to be exclusive of GST and is to be in accordance with the tenderschedule. Alternative bids may be considered.

12. InsuranceFor the purposes of this Contract the Supplier shall take out and keep current at alltimes throughout the Term of the contract the following policies of insurance:

(a) A public liability policy of insurance (“the public liability policy”) in respect of theSuppliers performance or non-performance of its obligations under this Contractfor an amount of $20,000,000. The public liability policy shall cover and namethe Council as Principal for any claims for personal injury or property damagearising out of any Claim or negligence of the Supplier;

(b) A workers compensation policy of insurance in accordance with the WorkersRehabilitation and Compensation Act 1988 for any employees, deemedemployees or independent contractors of the Supplier;

(c) A comprehensive motor vehicle insurance policy for an amount at least equal tothe value of the Vehicles owned or under the control of the Supplier and used inconnection with this Contract and including motor vehicle third party propertydamage insurance with respect to those vehicles for an amount of not less than$5,000,000;

(d) A compulsory third party insurance policy for personal injury to a person directlyfrom a motor vehicle accident.

Such insurance policies shall be effected with an insurance company approved by theCouncil but the Council is not to unreasonably withhold approval.

If requested by the Council, the Supplier shall provide copies of the policies referred tofrom time to time and with the certificates of currency for such policies.

The Supplier shall not do or permit to be done anything as a result of which anyinsurance effected by the Supplier or the Council may be rendered void or avoidable orthe premium payable on any such insurance will be liable to increase (except with theCouncil's approval).

13. Tenderer ConductTenderers must not:• Engage in any form of collusive tendering• Lobby Councillors or Council employees• Offer gifts or personal benefits to Councillors or Council employees.

Any Tender will not be considered if a Tenderer is found to have acted in breach of thisrequirement.

14. Council ContactSylvia Kerr, Administration Officer, Infrastructure Services is the sole point of contactfor the Council for this Tender:Phone 03 6264 0330Email [email protected]


15. Evaluation CriteriaThis Tender will be evaluated generally in accordance with the following evaluationcriteria.

Criteria Details required in tender form Reference

Tendered price Overall contract price Schedule 6

Contractor’s experienceand demonstrated ability

Capability statementCurrent contracts

Schedule 2

Response times Capability statement Schedule 4

Workplace Health andSafety procedures

Statement of existing WorkplaceHealth and Safety procedures

Non-conforming tenders will not be evaluated.

16. Explanation of Evaluation Criteria

(a) Workplace Health and Safety and Risk Management SystemsThe Supplier must provide details of its Workplace Health and Safety (WHS)Management System in compliance with all duties of an employer specified in theWork Health and Safety Act 2012.

The Supplier must submit a complete copy of their WHS Management Systemdocumentation which must also include as a minimum requirement:• WHS policy and objectives• Organisation structure & responsibilities• Safe work practices and procedures• WHS training and induction• WHS auditing & inspection procedures• WHS consultation procedures• WHS performance monitoring

(b) Experience and AbilityThe Supplier must provide sufficient detail of their experience and ability toprovide the goods or carry out the services (see Schedule 2).

17. Tender ClarificationThe Council reserves the right to clarify Tenders and request further information forwhich the Tenderer must respond in the time frame given provided that the Councilprovides the Tenderer with at least one week to comply with the request.

18. Unsuccessful Tenderer De-BriefingFollowing acceptance of the Tender, those Tenderers who are unsuccessful mayarrange a de-briefing by contacting: Matthew Palmer, Executive Manager InfrastructureServices, 03 6264 0318.

19. Complaints ProcessIn the first instance a Tenderer is to seek resolution through the Manager in charge ofthe tender process. Tenderers are encouraged to seek a de-briefing if they have notalready done so.

If a Tenderer is not satisfied with the response provided by the Manager in charge ofthe Tender process, the Tenderer is able to write to the General Manager, PO Box 210,Huonville 7109 providing copies of all correspondence and other relevant material. TheGeneral Manager will take whatever action is necessary to deal with the complaint.


SCHEDULE 1 SPECIFICATIONS OF CONTRACT

1. ContractThis Contract is for the winning and crushing of material from Lords Quarry and TylersQuarry for a period of 12 months.

2. Duration of the ContractThe contract shall be for a period of one year from the date of awarding the contract.

3. Schedule of RatesThe contract price shall be in accordance with the specified rates below and is notsubject to rise and fall in costs.

4. GeneralGenerally, all works shall comply with all Mines, Environmental, OH&S and other relevantstatutory requirements. Specific occupational health and safety requirements are asfollows –

(a) The Contractor warrants that it shall obey all Council safety prescriptions andpolicies and any applicable State and Federal laws, including the provisions of theWork Health and Safety Act 2012 and any relevant regulations. When theContractor provides at its expense a person to operate the equipment pursuant tothis Contract (“the Operator”), the Contractor warrants that:

(i) The Operator is competent to operate the equipment in a safe and efficientmanner.

(ii) The Operator has been formally certified by a recognised appropriate authority(where such certification is available) as being a competent operator to use theequipment.

(iii) All matters necessary for the safe operation of the equipment have beenexplained to the Operator and the Operator has demonstrated an understandingof those matters in the Operator’s use of the equipment.

For all equipment the Contractor warrants that the equipment has been formallycertified by a recognised appropriate authority (where such certification isavailable) as being safe and suitable to be operated as required under thisContract.

The Contractor shall at its expense keep the Equipment in good running ordersuitable for the job required at all times and undertakes to effect repairsimmediately upon breakdown or loss of efficiency due to condition of the machine.

(b) The contractor must record tonnage crushed of each specified size and providerecords to Council on completion of contract.

Prior to the commencement of the operation, the Contractor will be required to undertake arisk assessment with respect to the works. Risk management requirements will be includedwithin the contract documentation.

5. Winning of material

(a) Winning of material shall be undertaken using a bulldozer or excavator.

(b) No blasting or drilling shall be undertaken at the site.

(c) At the completion of the winning operation, the operating face and toe of thequarries shall be left clear and stable for future operations to the satisfaction of theCouncil and shall be included in the winning costs.


6. Crushing of Material

(a) The following material is required to be crushed over a 12 month period.

Lords Quarry 10,000 tonne – Base Class A – 27mm5,000 tonne – Base Class B – 37.5mm3,000 tonne – Base Class A – 19mm

18,000 tonne

Tylers Quarry 5,000 tonne – Base Class A – 27mm3,000 tonne – Base Class B – 40mm2,000 tonne – Sub-base 1 – 75mm1,000 tonne – Base Class A – 19mm

11,000 tonne

(b) Crushed material shall be produced to a standard to the gradings as per theDepartment of State Growth Road Works Specification R40 Pavement Base andSub-base, Appendix R40.A – Materials and Construction Standards.

(c) Periodic testing may be carried out by the Council to ensure that the end productcomplies with this standard.

7. Scheduling of WorksThe order and timing of commencement or completion of the quarry production works willbe by agreement with the Council.

8. Site RequirementsThe site after working hours shall be locked and made safe to the satisfaction of theCouncil.


SCHEDULE 2 STATEMENT OF TENDERER’S EXPERIENCE AND DEMONSTRATEDABILITY

Tenderers to complete as part of their tender submission.

Provide details of capability and experience in the successful completion of similar contracts:

Capability and experience:

Provide details of current contracts:

Provide details of qualifications and experience of key staff who will be involved in thecontract:

Date:

Organisation:

Signature of Tenderer:


SCHEDULE 3 SCHEDULE OF PROPOSED SUB-CONTRACTORS


Provide details of all major sub-contractors, suppliers and specialist contractors who will beinvolved in this contract and the works they will be undertaking:

Date:

Organisation:



SCHEDULE 4 CONTRACTOR NOMINATED RESPONSE TIME TO COMMENCEWORKS ON SITE


Contractors are to specify the lead times they require before works can commence on sitebased on the individual Schedule of Rates:

Date:

Organisation:



SCHEDULE 5 DECLARATION OF QUALIFICATIONS


Provide details of any assumption or interpretation of the documentation which has not beenclarified in the process of preparing the tender which may affect the cost of the contract:

Date:

Organisation:



SCHEDULE 6 TENDER PRICES

Gravel Quantities(tonne)

Type Total Price

Lords Quarry

10,000 Base Class A – 27mm

5,000 Base Class B – 37.5mm


Total 18,000

Gravel Quantities(tonne)

Type Total Price

Tylers Quarry


3,000 Base Class B – 40mm

2,000 Sub-base 1 – 75mm


Total 11,000


SCHEDULE 7 CONTRACT FOR THE PROVISION OF GOODS & SERVICES

WINNING AND CRUSHING OF MATERIAL FROM LORDS QUARRY AND

TYLERS QUARRY 2016-2017

TENDER NUMBER: TN93

Between

THE HUON VALLEY COUNCIL

And

ABN:


CONTRACT

1. This Agreement is between

The Council The Supplier

The Huon Valley Council

PO Box 210 Huonville TAS 7109

40 Main St Huonville TAS 7109

ABN: 77 602 207 026 ABN:

Contact person: Sylvia Kerr Contact person:

Phone Number: (03) 62640330 Fax Number: (03) 62640399 Phone Number:

E-mail address: [email protected] E-mail address:

2. The Goods and/or Services

The "Goods and/or Services" that are to be provided and completed in accordance with this Agreement are those specified inthe Tender Documents (attached to this Agreement):

1. The Council’s tender documentation for TN93 - Winning and Crushing of Material from Lords Quarry and Tylers Quarry 2016-2017

2. The Contractor’s tender application dated «Date_of_Tender»

To the extent of any conflict between the Contractor’s and the Council’s documentation, the Council’s will prevail.

3. The Price

The "Price" is:

*All prices stated exclude GST

The lump sum amount of: ……

The schedule of rates as set out at …….

The time for claiming payment is: Upon completion of The Services

4. Contract Duration

The "Commencement Date" is: TBA

The "Duration of the Contract" is: 12 months

The "Program of Works" is any program, as amended from time to time, prepared by or on behalf of the Council which setsout the times for the completion of the whole or any part of the Services and the Project.

5. Liability of the Supplier

The maximum liability of the Supplier arising out of theperformance or non-performance of the Services is

Unlimited

6. Insurance

The minimum amount of professional indemnity insurance tobe held by the Supplier is

Not applicable

The minimum amount of public liability insurance to be heldby the Supplier is

$20,000,000

EXECUTED as an Agreement

Executed by Council by or in the presence of: Executed by the Supplier by or in the presence of:

Please print name and position held:

Simone Watson, General Manager

Please print name and position held:

In the presence of: In the presence of:

Please print name: Please print name:

Dated: this day of 2016 Dated: this day of 2016


1. DEFINITIONS

In these Purchase Order Conditions, except to the extent the context otherwiserequires:Contract means a contract formed between the Supplier and the Council inaccordance with clause 3.1 or 3.2.Council means the Huon Valley Council ABN 77 602 207 026Delivery Point means the place for delivery of the Goods as set out in eachPurchase Order or as otherwise notified by the Council.Goods means the goods described in the Purchase Order.GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth)as amended.GST, Supply, Taxable Supply, Registered and Tax Invoice have the samemeaning as in the GST Act.Price means the fees and rates set out in the Purchase Order.Purchase Order means an order or request, whether oral or written, made byThe Council to the Supplier, under these Purchase Order Conditions.Services means the services described in the Purchase Order together with andgoods incidental to the servicesSite means the site where the Delivery Point is situated.Supplier means the person or organisation who a Purchase Order isdirected to.Taxes includes any and all sales, use, personal, property, real property, valueadded, consumption, stamp, documentary, business, occupation, excise,income, corporation, profits, gains, gross receipts, or other taxes, fees,withholdings, imposts, levies, duties or other charges of any nature whatsoeveror whensoever, together with any penalties, fines or interest or similar additions,imposed, levied or assessed by any government, governmental, semi-governmental or other relevant authority or otherwise payable on or in respect ofthe Goods and Service but excludes GST.Supplier’s Staff means the Supplier’s employees, agents, contractors andsubcontractors (and employees, agents and contractors of those contractors andsub-contractors);Us and We means both the Supplier and the Council.Writing includes typewriting, printing, lithography, photography and any othermode of representing or reproducing words in a permanent and visible form.2. AGREEMENT TO SUPPLY

2.1 You will supply to the Council the Goods or Services as specified in eachPurchase Order in accordance with these Purchase Order Conditions.2.2 The Council may issue Purchase Orders as it, in its absolute discretion,requires and does not guarantee or represent any volume of goods or serviceswill be obtained from you.3. FORMATION OF CONTRACT

3.1 Where:(a) The Supplier provides the Council with a written quotation, tender, or offer tosupply (‘Offer’);(b) The Offer has a validity period;(c) The Council places a Purchase Order in response to the Offer within thevalidity period; and(d) The Council does not receive written notice of the revocation of the Offerprior to it accepting the Offer, a binding contract is deemed to have been formedbetween Us on the basis of these Purchase Order Conditions.3.2 Where:(a) The Council has made a verbal enquiry with the Supplier; and(b) The Council places a Purchase Order as a result of that verbal enquiry, thePurchase Order constitutes an offer to purchase and upon acceptance by theSupplier, a binding contract is deemed to have been formed between Us on thebasis of these Purchase Order Conditions.3.3 For the purposes of clause 3.2, You are deemed to have accepted theCouncil’s offer to purchase made under clause 3.2(b):(a) as soon as the Supplier allocates the Goods or Services against thePurchase Order; or take action to manufacture or obtain the Goods; orcommunicate with the Council, the content of which confirms or impliesacceptance; or(b) if, after 7 days of the date of the Purchase Order, You fail to notify the Councilof the Supplier’s refusal or inability to supply the Goods or Services to theCouncil.4. CONTRACT DOCUMENTS

4.1 The Contract between Us consists of(a) any Purchase Order the Supplier receives from the Council;(b) these Purchase Order Conditions;(c) the Offer, and if there is any inconsistency between these documents, theywill be read in the order of priority as set out above.4.2 No other conditions sought to be imposed by the Supplier, either verbally orin writing, prior to or subsequent to the placing of the Purchase Order by TheCouncil apply unless and until specifically accepted in writing by an authorisedofficer of the Council.4.3 The Council considers any provision that conflicts with these Purchase OrderConditions contained in any prior or subsequent order or communication from theSupplier to be material and rejects all such provisions.5. PRICES

5.1 The Supplier agrees to supply the Goods and Services for the Price.5.2 The Price is inclusive of all Taxes excluding GST.5.3 The Price is to be inclusive of all handling, courier and postage fees andstamp duty.

5.4 The Price is fixed and is not subject to any adjustment except where:(a) a Purchase Order is placed under clause 3.1, andincreases in the Price are expressly provided for in the Offer; or

(b) a Purchase Order placed under clause 3.2, in which case the Price may varysubject to availability of Goods.5.5 The Supplier must immediately notify the Council of any change in the Price.Where the Supplier notifies the Council of a change to the Price, the Councilmay cancel the Purchase Order without any cost, penalty or charge.6. SUPPLY ARRANGEMENTS

6.1 The Supplier agrees to supply the Goods and/or perform the Services inaccordance with(a) any specifications, or description provided or referenced in a Purchase Orderor the Offer; and(b) any relevant Australian standards, laws and regulations.6.2 The Supplier must not supply alternative products to the Goods without theCouncil’s prior written approval.6.3 the Council may, on 30 days notice to the Supplier, change thespecifications and/or standards applicable to the Goods and/or Services to besupplied by the Supplier pursuant to a Purchase Order. Where such changeincreases or decreases the Supplier’s costs in supplying Goods and/orServices, an equitable adjustment will be made to the Price to reflect suchincrease or decrease in the cost of supply.6.4 The respective periods stipulated for delivery of the Goods and Services aredeemed to be of the essence of the Contract.6.5 The Supplier:(a) will be fully responsible for ensuring that the Supplier and the Supplier’sStaff supply the Goods and perform the Services on the Site safely; and(b) accept responsibility for compliance with the Safety Legislation during theterm of each Purchase Order.6.6 If required by the Council, before entering the Site, the Supplier mustprepare and submit a health and Safety plan to the Council for approval which,as a minimum, must address the issues specified by the Council to theSupplier (Health and Safety Plan).6.7 The Council may, in it’s sole discretion accept in writing the submitted Healthand Safety Plan or notify the Supplier of the reasons for not accepting it. If theCouncil notifies the Supplier that the Health and Safety Plan submitted by it isnot accepted, the Supplier will amend and resubmit it to the Council for approvalwithin the time set by the Council.6.8 The Supplier acknowledges and agrees that:(a) the Council is not obliged to check or monitor the Health and Safety Plan orthe Supplier’s compliance with the requirements of the Safety Legislation.(b) neither the Council’s acceptance of a Health and Safety Plan, anything saidby the Council or any of the Council’s personnel in relation to a Health andSafety Plan, or the random audits referred to in this clause relieves, limits orotherwise affects your responsibilities under the Safety Legislation and theContract.(c) the Council has obligations under the Safety Legislation;(d) the Supplier must (at its own cost and without any entitlement to any claimof any kind whatsoever) comply with reasonable directions (including stop workdirections) given by the Council so as to enable the Council to comply with itsobligations under the Safety Legislation;(e) The Supplier must (at its own cost and without any entitlement to any claimof any kind whatsoever) immediately comply with directions on safety issued byany government, governmental, semi-governmental or to the relevant authority;and(f) The Supplier will supply the Goods and provide the Services in such manneras to not place the Council in breach of its obligations under the SafetyLegislation.6.9 The Supplier must ensure that the Supplier’s staff:(a) comply with any site specific safety requirements for the Site, the Health andSafety Plan accepted by the Council and the Council’s own safety system;(b) if requested by the Council attend a Site specific health and safety inductionprior to starting work or entering onto the Site;(c) ensure that all machinery, tools, plant and equipment used by the Supplierand the Supplier’s Staff is maintained so as to comply with the Supplier’sobligations under this Contract; and(d) program and co-ordinate the supply of the Goods and the performance of theServices so as to minimize the effect on the Council’s business operations.6.10 You must notify the Council as soon as possible after the occurrence onSite of any reportable event under the Safety Legislation including:(a) any work related illness, work injury, dangerous event, or serous bodily injuryas defined by the Work Health and Safety Act 2012 (Tas); and(b) any serious electrical incident or dangerous electrical event;and, where requested by the Council, conduct a formal investigation at theSupplier’s expense in accordance with the Council’s incident report systemprocedures.6.11 The Supplier must, in relation to the supply of the Goods or theperformance of the Services, provide the Council with copies of all notices andcorrespondence of whatsoever nature concerning the Safety Legislation within 1Business Day of the dispatch and/or receipt by the Supplier of any such noticeor correspondence.6.12 The Council may carry out random audits to ensure that all Services beingperformed and carried out in accordance with any Site specific safetyrequirements, the Council’s safety system and the Health and Safety Plan.6.13 If after resubmitting a Health and Safety Plan to the Council, more thantwice under clause 6.6, The Supplier fails to have its plan accepted by theCouncil, pursuant to the termination provisions of this Contract and the Supplierwill have no claim whatsoever against the Council arising from such termination.6.14 The Supplier indemnifies the Council and agree to keep the Councilalways indemnified against:(a) claims by any person against the Council in respect of personal injury ordeath or loss of or damage to any property.


(b) loss of or damage of property of the Council; and(c) all costs, expenses, fines, losses or damages arising out of enforcement ofthe Safety Legislation.6.15 The Supplier will, on request, provide to the Council a record of the totalhours worked by the Supplier’s Staff on the site.7. DELIVERY

7.1 The Price is inclusive of the costs of delivery of the Goods and/or Services bythe Supplier to the Delivery Point, including any packing necessary for the safe,proper and suitable transport and storage of the Goods unless excluded in therelevant Purchase Order.7.2 The Goods must be delivered in good condition and without damage causedby delivery. The Supplier must immediately replace any damaged Goods, at noadditional cost to the Council.7.3 The Supplier will provide a detailed delivery docket with every shipmentwhich delivery docket must contain as a minimum, the following information –The Council’s Purchase Order number and date, the Supplier’s details,quantity dispatched, item description and details of any items on back order.7.4 All of the Supplier’s correspondence (including without limitation quotations,offers and Tax Invoices) must state where packing is returnable and the amountof deposit charges, if any. All returnable packing:(a) must be clearly marked as such;(b) must bear a return address; and(c) will be returned freight forward at the Council’s convenience by transportselected by the Council, unless otherwise stated in the relevant Purchase Order.7.5 You will be liable for any difference in freight charges arising from a failure tofollow any transport instructions in a Purchase Order or to properly describe theGoods transported.7.6 No deliveries effected outside the normal working hours of the Council willbe accepted unless by prior arrangement with the Council.7.7 Unless otherwise agreed, offloading will be carried out by the Council.However, where packing units within a consignment are larger than theAustralian Standard pallet size and/or weigh more than 1 tonne, You must makedelivery arrangements with the Council at least 2 days prior to delivery.7.8 W e will reasonably assist each other in obtaining documents and otherinformation desirable for the prosecution of claims against carriers of the Goods.8. INSPECTION AND TESTING

8.1 The Council or its designated agent may inspect, test or expedite all work onGoods and Services. You must make this a condition of any sub-contractedwork. Any subcontracting, inspection, testing and expediting done by the Councilor its designated agent will not relieve the Supplier of any obligations containedin the Contract.8.2 Notwithstanding any prior payment, Goods and Services are subject toinspection and testing by the Council after arrival and unpacking at the DeliveryPoint. If the Goods are to be installed or incorporated into a plant, constructionproject or premises, such inspection and testing may be carried out afterinstallation or incorporation and under operating conditions.8.3 If upon or after any inspection or test, any Goods or Services are found to bedefective or fail to meet the specifications or any other requirements of theContract, the Council may return the Goods to the Supplier at the Supplier’sexpense or require the rejected Goods to be immediately resupplied or Servicesto be re-performed, at its discretion.8.4 Upon return of any unsatisfactory or defective Goods, the Supplier mustreimburse the Council for any amounts paid by the Council on account of thePrice of returned Goods, and any reasonable cost incurred in connection withthe delivery or return of the Goods.8.5 All Goods which have been notified to the Supplier as rejected are held bythe Council at the Supplier’s risk.9. TERMS OF PAYMENT

9.1 If any Supply made pursuant to or in connection with the Purchase Order is aTaxable Supply the Council will pay the GST in respect of that Supply to theSupplier, where the GST is calculated in accordance with the GST Act.9.2 You will issue the Council a Tax Invoice for Goods and Services supplied onthe basis and in the form as required by the GST Act.9.3 The Supplier will send a Tax Invoice to the address stated on the Purchaseorder. Failure to do so may result in delay of payment.9.4 The Council will pay the Supplier within the period stated in the relevantPurchase Order and, if no period is stated, within 30 days from invoice date.9.5 If any Tax Invoice or any part of any invoice is disputed, the Council must paythat part of the invoice (if any) that is undisputed, and the parties must settle thedisputed invoice or part in accordance with clause 18.9.6 The Supplier and the Council acknowledge and agree that each Supplymade by the Supplier pursuant to or in connection with the Contract is made:(a) on a progressive or periodic basis;(b) for consideration that is to be provided on a progressive or periodic basis;and (c) each progressive or periodic component of the Supply is to be treated asa separate Supply.10. WARRANTY

10.1 You warrant and represent to the Council:(a) the accuracy and correctness of all performance data, measurements,specifications and details quoted in catalogues, brochures, descriptive literature,quotations, offers or tenders subject to the tolerances specified in thosedocuments;(b) you have free and unencumbered legal and equitable title to the Goods soldand delivered to the Council; and(c) as at the date of the Contract, You are not aware of any actual or threatenedclaim for infringement of patent, copyright, design, or trade m ark, or for thebreach of any obligation of confidence, arising out of the manufacture, sale oruse of the Goods or the supply of the Services.

10.2 You must notify the Council in writing promptly upon becoming aware at anytime of any actual or threatened claim referred to in clause 10.1(c).10.3 You warrant that the Goods supplied, delivered or installed under theContract will:(a) be of good quality suitable for their respective purposes;(b) be free from all defects;(c) be of the current manufacture and highest grade;(d) be delivered in a timely manner;(e) comply with the specifications and warranties as provided;(f) comply with Australian Standards and the law;(g) where not manufactured by the Supplier, meet the current specifications ofthe manufacturer of the relevant Good; and(h) be new unless otherwise agreed with the Council.10.4 The Supplier warrants that any Services provided under the Contract will:(a) be performed by qualified and appropriately trained personnel;(b) be performed with due care and skill;(c) be fit for the purposes for which those types of services are commonly boughtand any other purposes which the Council tells the Supplier about;(d) comply with Australian Standards and the law; and(e) comply with the specifications and warranties, as provided.10.5 Without limiting any other term or Warranty under the Contract, the Supplierwarrants that all Goods and/or Services that it supplies will perform theirfunction, without fault, for a period of 6 years.10.6 Where a defect in the Goods or Services supplied under the Contract occurswithin 6 years of the Goods or Services having been accepted by the Council, orwithin the Supplier’s warranty period, whichever is the longer, the Supplier will,when called upon to do so by the Council, at the Supplier’s cost and with alldue diligence, replace at the Delivery Point the defective or damaged Goods orServices with Goods or Services complying with the requirements of theContract, or otherwise make good the damage or defect if convenient to theCouncil, to comply with the Contract.11. INDEMNIFICATION

11.1 Subject to clause 11.3, the Supplier will indemnify the Council from andagainst any and all claims, demands, suits, liabilities, causes of action, losses,expenses, damages or penalties, including without limitation court costs andreasonable legal fees, for injuries (personal or bodily), or property damage, to theextent arising or resulting from, or caused by:(a) the negligence of the Supplier or the Supplier’s Staff; or(b) defective Goods or Services.11.2 The Supplier agrees to extend the benefit of the indemnity in clause 11.1to the Council’s officers, directors, employees, agents, consultants andrepresentatives.11.3 The Supplier’s liability in relation to property damage under clause 11.1 islimited to $20 million unless otherwise specified in the Contract or PurchaseOrder.12. INTELLECTUAL PROPERTY

12.1 The Supplier will pay all royalties and expenses, and be liable for allclaims, in respect of the use of patent rights, trade marks or other protectedintellectual property rights, for or in connection with any Goods or Servicessupplied under the Contract, and will indemnify the Council against all claimswhich may arise as a result of the use of these.12.2 The Council will indemnify the Supplier against claims arising frominfringement of patent rights, trade marks or other protected intellectual propertyrights, where such infringement results from compliance by the Supplier with theCouncil’s instructions in relation to designs prepared by the Council.13. CONFIDENTIALITY

We must keep each others’ confidential information confidential and may onlydisclose that information to the extent required: (a) to perform the Contract;(b) by law or a government body or authority; or(c) in connection with legal proceedings.14. RISK AND PROPERTY IN GOODS

14.1 Subject to clause 14.3, risk in the Goods and Services remains with theSupplier and does not pass to the Council until the Goods are delivered to,inspected by, and accepted by, the Council at the Delivery Point. The signing oracknowledgement of receipt of the Goods does not constitute acceptance of theGoods by the Council.14.2 The Council will be deemed to have inspected and accepted the Goodswhen the Council puts the Goods to their ordinary and intended use.14.3 Where the Council selects and contracts with a transporter of the Goodsdirectly, and then if stated in a Purchase Order, risk in the Goods will pass to theCouncil immediately after the goods have been loaded onto the transporter’svehicle.14.4 Title in the Goods delivered passes to the Council at the same time risk.passes under clause 14.1 or 14.3 as applicable, regardless of whether allamounts have been paid by the Council to the Supplier.14.5 Where the Supplier supplies replacement Goods, risk and title in the replacedGoods passes to the Council upon replacement14.6 Where Goods have either been lost or damaged in transit while at theSupplier’s risk, the Supplier will, take all necessary immediate action to eitherreplace the Goods or arrange repairs, whichever is mutually acceptable to Us.The Council will sign carriers’ delivery documentation ‘subject to check’ and isresponsible for notification to the Supplier within 3 days of receipt, in the case ofdamage, or 10 days from receipt of advice, in the case of loss in transit.15. INSURANCE

The Supplier must hold all insurances that a prudent supplier of the Goodsand/or Services would hold, including without limitation a comprehensive publicand products liability insurance providing cover in respect of each and every


claim to an amount of not less than $20 million or as otherwise specified in aContract or Purchase Order.16. TERMINATION

16.1 If either of Us breaches the Contract in a material way, the other may givenotice requiring the breach to be remedied within 14 days. If the breach is not soremedied, the party serving notice may serve a further notice terminating theContract with immediate effect.16.2 On termination of the Contract for any reason, each of Us will return anyproperty of the other (including any confidential information). However, We mayeach retain one copy of any documentation or software related to the Services orGoods.16.3 Either of Us may immediately terminate the Contract by written notice if theother party is unable to pay its debts or has a receiver, administrator,administrative receiver or liquidator appointed, or calls a meeting of its creditorsor is unable to pay debts as they fall due or for any other reason ceases to carryon business, or if any of these events appear reasonably likely to occur.16.4 Clauses 11, 12, 13, 20 and this clause 16 survive termination or expiry ofthe Contract.17. FORCE MAJEURE

17.1 Neither of Us will be held liable for breach of contract or any losses,damage or injury incurred to the other wherever performance of the Contract isprevented by circumstances which are deemed to be outside Our control (‘forcemajeure circumstances’).17.2 In the event that either party is unable wholly or in part to perform itsObligations under the Contract as a result of the occurrence of force majeurecircumstances, such party will immediately give notice to the other of the detailsof such occurrence, and both parties will make arrangements and adjustments tothe Contract as necessary. Unless otherwise agreed in writing, upon cessation ofthe event affecting performance of the Contract, both parties shall as far aspracticable complete performance of their respective obligations under theContract.18. DISPUTE RESOLUTION

18.1 Any disputes will be settled by Us in good faith. Before resorting to externaldispute resolution mechanisms, We must attempt to settle any dispute under theContract by negotiation, using the procedure in clause 18.2.18.2 W e must refer any dispute initially for resolution to a representativenominated by the Supplier, and a representative nominated by the Council, whowill endeavour to resolve the dispute within 14 days.18.3 If W e can not resolve the dispute under clause 18.2, then either of Usmay, in our discretion, commence mediation by giving notice to the other andreferring the matter to a qualified mediator.18.4 Either of Us may commence court proceedings relating to any dispute.19. PRIVACY

19.1 The Council may need to collect personal information about the Supplier tocreate a supplier account. The Council can only process the Supplier’s invoicesonce this account has been correctly set up. The Council will not disclosepersonal information about The Supplier or the Supplier’s Staff to any externalparties unless the disclosure is:(a) required by law (eg the Australian Tax Office);(b) is authorised by law (eg to protect our interests or where we have a duty tomake such disclosure); or(c) You have consented for the Council to disclose the information about theSupplier or its Staff.20. SERVICE OF NOTICES AND PURCHASE ORDERS

20.1 Unless otherwise specified in the Contract, any notice given under theContract must be in writing and may be served by either of Us on the other byhand delivery or pre-paid post to the address of the other, or by facsimile to theother's nominated facsimile number, or by email to the other’s nominated emailaddress. Notices will be deemed served:(a) if by hand delivery, when it is delivered;(b) if by pre-paid post, on the third business day after posting (seven if posted toor from a place outside Australia); and(c) if by facsimile, on receipt by the sender of a transmission report by themachine from which the facsimile is sent, indicating that the facsimile was sent inits entirety to the facsimile number of the recipient; and(d) if by email in accordance with Electronic Transactions Act.20.2 The Council’s address for notices isAttention : Manager Planning and Legal Services Huon Valley CouncilPO Box 210Huonville TAS 7109Fax No. 03 6264 039921. GENERAL

21.1 No amendment to the Contract has any force unless it is in writing andagreed to by both of Us.21.2 Neither of Us may assign nor purport to assign the Contract or any rightunder the Contract without the prior written consent of the other which consentmay not be unreasonably withheld.21.3 The covenants, conditions, provisions and warranties contained in theContract do not merge or terminate upon completion of the transactionscontemplated in the Contract but to the extent that they have not been fulfilledand satisfied or are capable of having effect, remain in full force and effect.21.4 The Contract constitutes the entire agreement between Us as to its subjectmatter and supersedes and cancels all prior arrangements, understandings andnegotiations in connection with it.21.5 W e must do all things and execute all further documents necessary to givefull effect to the Contract and refrain from doing anything that might hinder theperformance of the Contract.

21.6 Each Contract is governed by the laws of Tasmania and theCommonwealth of Australia and both of Us party irrevocably submit to thenon-exclusive jurisdiction of the Courts of Tasmania.21.7 Any part of the Contract that is held to be unlawful or unenforceable by acourt of competent jurisdiction is severed from the Contract and the remainingprovisions will continue to operate.21.8 Neither of Us will be taken to waive any right under the Contract except ifthe waiver is given in writing and is signed.22. INTERPRETATION

22.1 In the Contract, except to the extent the context otherwise requires:(a) the singular includes the plural and vice versa and a gender includes othergenders;(b) a reference to a party is to be construed as a reference to a party to theContract;(c) a reference to a party to the Contract or any other document or agreementincludes its successors and permitted assigns;(d) where a word or phrase is given a particular meaning, other parts of speechor grammatical forms of that word or phrase have corresponding meanings;(e) a reference to a document or agreement including the Contract includes areference to that document or agreement as amended, novated, supplemented,varied or replaced from time to time; and(f) in the interpretation of the Contract, headings are to be disregarded.23. SPECIAL CONDITIONS

23.1 If required for the works the Supplier is responsible for all trafficmanagement, including the provision of traffic management plans, road signageand traffic control devices. These are to be in accordance with the relevantAustralian Standard and/or Code of Practice23.2 The Supplier must complete a Job Safety Analysis Form prior to thecommencement of any works. Upon request these must be provided to theCouncil.23.3 The Supplier must provide the Council with not less than 14 days notice ofany request to close wholly or partially a portion of a public road. If approved byCouncil the Council will provide public notification.23.4 The Supplier is responsible for any damage caused to private property bythe works. The repair or reinstatement of works and services damaged by theSupplier’s operations shall not be undertaken by the Supplier without the priorapproval of the Council. The Council will determine who will carry out therepairs or reinstatement. The costs of these works will be paid by the Supplier.

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