(a) The Customer agrees that the supply of Goods or Services by Sentinel Engineering & Fabrication to the Customer is subject to these Terms and Conditions. The Customer agrees that, except as expressly agreed in writing by Sentinel Engineering & Fabrication:
(i) an offer to supply Goods or Services by Sentinel Engineering & Fabrication is conditional on the Customer‟s acceptance of these Terms and Conditions;
(ii) any acceptance by Sentinel Engineering & Fabrication of an offer by the Customer to acquire Goods or Services from Sentinel Engineering & Fabrication is conditional on the Customer accepting these Terms and Conditions; and
(iii) any terms and conditions proposed by the Customer in connection with the supply of Goods or Services by Sentinel Engineering & Fabrication are expressly excluded, including any term or condition in any prior or subsequent purchase order or communication from the Customer.
(b) Unless Sentinel Engineering & Fabrication expressly agrees in writing otherwise:
(i) these Terms and Conditions;
(ii) the last Quotation issued by Sentinel Engineering & Fabrication (as varied in accordance with these Terms and Conditions);
(iii) the Purchase Order; and
(iv) any other documents attached to or referred to in the documents mentioned above, constitute the entire agreement between Sentinel Engineering & Fabrication and the Customer. If there is any inconsistency, discrepancy or ambiguity between the documents listed in this clause 1(b), the inconsistency, discrepancy or ambiguity will be resolved by giving precedence to the document highest in the list except to
the extent otherwise determined by Sentinel Engineering & Fabrication.
(c) The agreement will commence on the date the Customer accepts the Quote and will remain in force, unless terminated earlier in accordance with these Terms and Conditions, until completion by Sentinel Engineering & Fabrication and the Customer of all of their respective obligations under the agreement.
(d) To the extent permitted by law, any statement, representation or promise made in any document, negotiation, discussion or prior Quotation has no effect except to the extent expressly set out or incorporated by reference in this agreement.
(a) Sentinel Engineering & Fabrication may vary any aspect of a Quotation issued by it, including any prices and te1rms and conditions, at any time prior to the formation of a contract for the supply of Goods or Services
referred to in the Quotation.
(b) Any Purchase Order submitted by the Customer in response to any Quotation of Sentinel Engineering &
Fabrication will not be binding on Sentinel Eng
(a) Risk in Goods supplied by Sentinel Engineering & Fabrication passes to the Customer on delivery as determined in accordance with clause 3.
(b) Risk in goods owned by the Customer and made available to Sentinel Engineering & Fabrication for the performance of any Services remains at all times with the Customer. The Customer agrees that, except as expressly set out in these Terms and Conditions, Sentinel Engineering & Fabrication will not be liable for any loss or damage to goods owned by the Customer while those goods are in the control of Sentinel Engineering & Fabrication and releases Sentinel Engineering & Fabrication from all claims and demands, suits, liabilities, actions, losses, expenses, damages or penalties in connection with goods owned by the Customer.
(c) Title in Goods supplied by Sentinel Engineering & Fabrication or the products of any Services passes to the Customer on payment of the Price to Sentinel Engineering & Fabrication. Until title passes to the Customer under clause 3(c), the Customer holds the Goods or the products of the Services as bailee of Sentinel Engineering & Fabrication and must hold the Goods or products separately and in such a manner that they
are clearly identified as the property of Sentinel Engineering & Fabrication. Sentinel Engineering & Fabrication will be entitled, at any time, to demand the return of the Goods or products and, without notice or liability to the Customer, to enter the Customer‟s premises in order to search for and remove the Goods or products. If the Goods or products are not situated at the Customer‟s premises, the Customer must make arrangements to enable Sentinel Engineering & Fabrication to collect the Goods or products at the site the Goods or products are situated. The Customer shall reimburse Sentinel Engineering & Fabrication for all costs incurred resulting from Sentinel Engineering & Fabrication‟s repossession of the Goods or products.
(d) If the Customer sells the Goods or products prior to such time as title in the Goods or products passes to the Customer under clause 3(c), the proceeds of any sale of the Goods or products in accordance with this clause 3(d) must be paid by the Customer into a separate account and held in trust for Sentinel Engineering &
Fabrication. The Customer must account to Sentinel Engineering & Fabrication for these proceeds for all amounts due on account of any Goods supplied by Sentinel Engineering & Fabrication for which Sentinel Engineering & Fabrication has not received payment.
(e) For clarity, this clause 3 extends to Goods or products of Sentinel Engineering & Fabrication which have been fastened, affixed, or otherwise attached to existing goods, machinery or equipment owned by the Customer
(a) The date for completion of Services or delivery of Goods is the date recorded in the Purchase Order and which is accepted by Sentinel Engineering & Fabrication however any date for completion is an estimate only and under no circumstance is Sentinel Engineering & Fabrication liable for any cost, expense, loss or damage, including Consequential Loss, arising from late completion or non-completion of the Services or late delivery or non-delivery of the Goods. Sentinel Engineering & Fabrication may complete Services or deliver Goods in advance of any date for completion recorded in the Purchase Order or otherwise agreed to between the parties.
(b) Where Sentinel Engineering & Fabrication performs Services or delivers Goods by instalments and Sentinel Engineering & Fabrication fails to deliver an instalment by the date for completion, the Customer cannot terminate this document in relation to any other instalments remaining to be delivered.
(c) Subject to clause 4(d), Sentinel Engineering & Fabrication will deliver the Goods by making them available for collection by the Customer at Sentinel Engineering & Fabrication‟s nominated premises. The Goods are deemed to be delivered to the Customer on the date that Sentinel Engineering & Fabrication notifies the Customer that the goods are available for collection.
(d) If Sentinel Engineering & Fabrication expressly agrees in writing to arrange for transport of Goods to the Customer‟s premises:
(i) Sentinel Engineering & Fabrication does so as the agent of the Customer and the loading, transport, delivery and unloading of Goods is at the Customer‟s risk and expense;
(ii) Goods are deemed to be delivered to the Customer when they are made available for collection by the transport provider at Sentinel Engineering & Fabrication‟s premises; and
(iii) the Customer releases Sentinel Engineering & Fabrication from and indemnifies Sentinel Engineering & Fabrication against all claims, demands, suits, liabilities, actions, losses, expenses, damages or penalties in connection with the transport of Goods.
(e) In the event that:
(i) Sentinel Engineering & Fabrication is required to deliver the Goods and Services in circumstances other than those expressly stated in the Quotation, a Purchase Order or these Terms and Conditions; or
(ii) there is a change in the time or place of delivery; Sentinel Engineering & Fabrication shall be entitled to payment of an additional charge on a time and materials basis in respect of additional resources reasonably utilised by Sentinel Engineering & Fabrication in order for it to fulfil its obligations under these Terms and Conditions.
(f) Time is not of the essence in the supply of Goods or Services by Sentinel Engineering & Fabrication.
In this clause “Force Majeure Event” means any occurrence or omission outside of Sentinel Engineering & Fabrication‟s reasonable control, as a direct or indirect result of which Sentinel Engineering & Fabrication is prevented from or delayed or disrupted in performing its obligations under this document (other than a payment obligation), and includes:
(i) inclement weather, storms, cyclones, drought, fire, flood, tsunami, lightning or earthquake;
(ii) 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 factor or in law) or declaration of martial law;
(iii) ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
(iv) epidemic or quarantine restriction or confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restriction or damage to property by or under the order of any government agency;
(v) a shortage of materials and labour;
(vi) any act or omission by the Customer or any third party;
(vii) strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific toa party or the party‟s subcontractors.
(b) If Sentinel Engineering & Fabrication is affected by a Force Majeure Event, Sentinel Engineering & Fabrication will not be in breach of this document for failing to perform its obligations under this document and those obligations are suspended to the extent to which they are affected by the relevant Force Majeure Event, as long as the Force Majeure Event continues.
(c) If a Force Majeure Event continues for more than three months, Sentinel Engineering & Fabrication may terminate this document by written notice to the other party.
(a) The Customer will pay Sentinel Engineering & Fabrication the Price for the Goods or Services. Unless expressly agreed otherwise by Sentinel Engineering & Fabrication, the Price is exclusive of any other costs and charges associated with the supply of Goods or Services, including provision of electrical power, delivery or freight charges, insurance, duties and taxes (including without limitation any custom duties or GST) that are not set out in the Quotation. If incurred by Sentinel Engineering & Fabrication, the Customer is liable to pay for these costs and charges in addition to the Price.
(b) At any time prior to the delivery of Goods or the completion of Services, Sentinel Engineering & Fabrication may notify the Customer of any increases in the price of the Goods or Services to reflect any increase in the cost of Sentinel Engineering & Fabrication of supplying Goods and Services due to events occurring after the Customers‟ acceptance of the Quotation which are beyond Sentinel Engineering & Fabrication‟s reasonable control (including without limitation, foreign exchange fluctuations, insurance, taxes, duties, cost of labour, materials and other manufacturing costs).
(c) The Customer will pay Sentinel Engineering & Fabrication the amount specified in invoices issued by Sentinel Engineering & Fabrication without set off or Progress Claims are applicable as follows:
50% Receival of Purchase Order.
30% Receival of Major Materials and Components.
20% Completion of Functional Acceptance Testing.
The invoice will be deemed to be received on the date the invoice is faxed or emailed to the Customer by Sentinel Engineering & Fabrication. Where Sentinel Engineering & Fabrication has agreed in writing to payment by instalment, the Customer must pay each instalment on the dates agreed. If the Customer defaults in paying any instalment, the full amount of the price will become immediately due for payment.
(d) If the Customer disputes any amount purportedly owed by it to Sentinel Engineering & Fabrication under this document the Customer must nevertheless pay the amount of the invoice to Sentinel Engineering & Fabrication. After the dispute is resolved, if it is agreed or determined that Sentinel Engineering & Fabrication has been paid more than it was entitled to be paid, the amount that has been agreed or determined will be repaid within 30 days after the agreement or determination is made.
(e) If the Customer fails to pay Sentinel Engineering & Fabrication‟s invoice by the due date for payment, Sentinel Engineering & Fabrication is entitled to charge interest on the unpaid amount at the Standard Default Contract Rate per annum from the date when payment was due.
(f) Unless otherwise specified, any money payable under this document is to be paid in Australian currency.
(g) Notwithstanding this clause 6, Sentinel Engineering & Fabrication reserves the right to require payment inadvance or cash on delivery.
(a) The consideration for a Supply made under or in connection with the document does not include GST. If a Supply made under or in connection with this document is a Taxable Supply, then at or before the time the consideration for the Supply is payable:
(i) the Customer must pay Sentinel Engineering & Fabrication an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under this document for that Supply); and
(ii) Sentinel Engineering & Fabrication must give the Customer a Tax Invoice for the Supply.
(b) If either party has the right under this document to be reimbursed or indemnified by another party for a cost incurred in connection with this document, 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).
(c) Capitalised terms in this clause that are not otherwise defined in this document have the same meaning as the A New Tax System (Goods and Services Tax) Act 1999(Cth).
(a) Sentinel Engineering & Fabrication maintains for itself the following insurances:
(i) public and products liability insurance;
(ii) workers‟ compensation insurance; and
(iii) compulsory motor vehicle insurance as required by Law.
(b) Sentinel Engineering & Fabrication will not name or note the Customer as an additional insured or interested party in any of the policies of insurance maintained by Sentinel Engineering & Fabrication and does not waive any rights of subrogation.
(c) The Customer must maintain and ensure that any transport provider it engages maintains the following insurances:
(i) public and products liability insurance with a limit of not less than $20 million;
(ii) workers‟ compensation insurance as required by Law; and
(iii) comprehensive motor vehicle insurance with a limit of not less than $5 million and compulsory motor vehicle insurance as required by Law.
(a) The Customer acknowledges that it has satisfied itself that the Goods or Services are suitable for its purposes and acknowledges that it has not relied upon any warranty or representation from Sentinel Engineering & Fabrication concerning the Goods or Services.
(b) Except as expressly set out in these Terms and Conditions, Sentinel Engineering & Fabrication does not give and is not bound by or subject to any condition, term, warranty, representation or obligation in connection with the supply of Goods or Services, whether such condition, term, warranty, representation or obligation is implied by virtue of any statute, the common law, equity, customer trade usage or otherwise.
(c) This clause does not exclude, restrict or modify any condition, term, warranty, representation or obligation which cannot lawfully be excluded, restricted or modified. If any condition, term, warranty, representation or obligation is implied in these Terms and Conditions and cannot be lawfully excluded, restricted or modified then, to the extent permitted by law, the liability of Sentinel Engineering & Fabrication for breach of that condition, term, warranty, representation or obligation is limited to:
(i) in the case of Goods, at Sentinel Engineering & Fabrication‟s sole discretion, replacing or repairing the
Goods or payment of the cost of replacing the Goods; and
(ii) in the case of Services, at Sentinel Engineering & Fabrication‟s sole discretion, re-performing the Services
or payment of the cost of re-performing the Services.
(d) The United Nations Convention on Contracts for the International Sale of Goods does not apply to these
Terms and Conditions or the supply of Goods or Services by Sentinel Engineering & Fabrication.
(a) Sentinel Engineering & Fabrication will only be liable for defects in Goods and Services caused by faulty materials supplied by Sentinel Engineering & Fabrication or faulty workmanship performed by Sentinel Engineering & Fabrication; and
(i) where the Goods or Services are a new product supplied by Sentinel Engineering & Fabrication, the Customer has notified Sentinel Engineering & Fabrication of the defect in writing within 12 months of delivery of Goods or completion of services; or
(ii) where the Goods or Services supplied by Sentinel Engineering & Fabrication are in the form of repairs or maintenance, the Customer has notified Sentinel Engineering & Fabrication of the defect in writing within 6 months of delivery of Goods or completion of Services.
(b) Sentinel Engineering & Fabrication‟s liability for defects in Goods or Services is limited to:
(i) in the case of Goods, at Sentinel Engineering & Fabrication‟s sole discretion, replacing or repairing the Goods, or payment of the cost of replacing or repairing the Goods; and
(ii) in the case of Services, at Sentinel Engineering & Fabrication‟s sole discretion, re-performing the Services or payment of the cost of re-performing the Services.
(c) To the extent permitted by law and subject to clauses 9 and 11(a), the Customer releases Sentinel Engineering & Fabrication from all other claims, demands, suits, liabilities, actions, losses, expenses, damages or penalties in connection with Goods or Services supplied by Sentinel Engineering & Fabrication.
(d) For the avoidance of doubt, Sentinel Engineering & Fabrication will not be liable for defect in Goods or Services caused by:
(i) use of Goods or Services in a manner not reasonably contemplated by Sentinel Engineering & Fabrication or for purposes other than their intended purposes;
(ii) modification of or interference with Goods or Services in a manner not authorised by Sentinel Engineering & Fabrication;
(iii) use of the Goods or Services in a manner contrary to Law;
(iv) fair wear and tear;
(v) damage in transit;
(vi) use of the Goods or Services by a person other than the Customer;
(vii) the Customer‟s failure to comply with these Terms and Conditions, the Purchase Order or the Quotation;
(viii) the Customer‟s failure or refusal to install engineering changes or enhancements recommended by Sentinel Engineering & Fabrication.
(a) Each party indemnifies the other and must keep them indemnified, from and against all amounts that the indemnified party is ordered by a court to pay to a third party for personal injuries or property damage, to the extent caused or contributed to by the negligence or wilful misconduct of the indemnifying party.
(b) Notwithstanding anything to the contrary in this document:
(i) Sentinel Engineering & Fabrication will not be liable to the Customer for any Consequential Loss and the Customer indemnifies Sentinel Engineering & Fabrication from and against any and all claims, demands, suits, liabilities, actions, losses, expenses, damages for Consequential Loss arising out of these Terms and Conditions, the Purchase Order or the Quotation or the supply of or failure to supply Goods or Services;
(ii) Sentinel Engineering & Fabrication‟s liability under or in connection with this Contract (including under an indemnity) and the supply or failure to supply Goods or Services (including liability for negligence) is limited to the lesser 10% of the Price and the amount recovered by Sentinel Engineering & Fabrication;
(iii) to the extent permitted by law, the rights and remedies in these Terms and Conditions, are the sole and exclusive rights and remedies available to the Customer in connection with Terms and Conditions, the Purchase Order, the Quotation and the supply or failure to supply Goods or Services.
All Intellectual Property Rights in the Goods and Services and in the processes used to produce the Goods and Services remain vested in Sentinel Engineering & Fabrication and the Customer must not use or exploit Sentinel Engineering & Fabrication’s Intellectual property Rights without Sentinel Engineering & Fabrication‟s written consent.
(a) In this clause, „Confidential Information’ means any information relating to the business and affairs of Sentinel Engineering & Fabrication, whether provided to or obtained by the Customer prior to a contract being formed between Sentinel Engineering & Fabrication and the Customer, including these Terms and Conditions, prices and costings, programs of work and work methodologies and information about Sentinel Engineering & Fabrication‟s customers, clients and personnel.
(b) The Customer:
(i) agrees to keep confidential, and not to use or disclose, other than as permitted by these Terms and Conditions, Sentinel Engineering & Fabrication‟s Confidential Information; and
(ii) must do all things necessary, prudent or desirable, to safeguard Sentinel Engineering & Fabrication‟s Confidential Information; and
(iii) must immediately notify Sentinel Engineering & Fabrication if the Customer becomes aware of any unauthorised use or disclosure of Sentinel Engineering & Fabrication‟s Confidential Information.
(c) The Customer may disclose Confidential Information to its professional advisers and any personnel of the Customer who have a need to know the Confidential Information for the Customer to be able to perform its obligation under these Terms and Conditions.
(d) Clause 13(b) does not apply to information that:
(i) was rightfully in the possession of the Customer and not subject to an obligation of confidentiality on the Customer before it was disclosed to the Customer by Sentinel Engineering & Fabrication;
(ii) is or becomes available in the public domain (other than as a result of a breach of these Terms and Conditions); or
(iii) 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 and the Customer provides Sentinel Engineering & Fabrication with notice no less than 5 Business Days prior to the disclosure of the information (including a copy of any announcement that will be published as a result of the disclosure).
(a) Sentinel Engineering & Fabrication may terminate or suspend these Terms and Conditions immediately by written notice to the Customer if:
(i) an Insolvency Event occurs in respect of the Customer; or
(ii) the Customer is in breach of these Terms and Conditions or any obligations in the Purchase Order or Quotation; or
(iii) the Customer fails to pay any amount owing to Sentinel Engineering & Fabrication under clause 6.
(b) If Sentinel Engineering & Fabrication gives the Customer notice under clause 14(a), Sentinel Engineering & Fabrication may in addition to any other rights it has under these Terms and Conditions or at law or in equity:
(i) repossess Goods if title has not passed to the Customer under clause 3; and
(ii) retain any moneys paid and charge a reasonable sum for work performed in respect of which work no sum has been previously charged.
(c) The Customer must indemnify Sentinel Engineering & Fabrication for all costs (including legal costs), fees, charges, disbursements and other expenses incurred by Sentinel Engineering & Fabrication as a result of the Customer‟s default. Those costs (including legal fees), fees, charges, disbursements and other expenses will be a debt due and owing to Sentinel Engineering & Fabrication by the Customer.
The parties agree that their relationship is one of principal and independent contractor, not employer and employee, principal and agent, partnership or joint venture, and that:
(a) no contractor or employment relationship will arise between Sentinel Engineering & Fabrication‟s employees, agents or contractors and the Customer, including for the provision of Entitlements, as a result of these Terms and Conditions;
(b) neither party has the right or authority to act on behalf of or bind the other party and will not indicate to any third party that it has the right or authority to do so unless expressly authorised by the other party in writing;
(c) unless specifically agreed in these Terms and Conditions, or otherwise agreed in writing, Sentinel Engineering & Fabrication and its employees, agents or contractors are not subject to the direction and control of the Customer as to the manner in which Sentinel Engineering & Fabrication produces the Goods or performs the Services.
The parties must ensure that:
(a) their respective personnel attend any inductions or training which either party reasonably requires them to attend before entering the premises of the other party or use any plant or equipment owned by the other party; while their respective Personnel attend at the premises of the other party, or use any plant or equipment owned or provided by the other party, those personnel comply with and polices or procedures of the other party in relation to workplace health and safety;
(c) they advise the other party immediately and, if requested, provide a report to the other party, if;
(i) they believe that the other party‟s premises, or any other place provided by the other party where work arising out of or in connection with the Goods or Services is being performed, or is to be performed, are unsafe for their Personnel;
(ii) they believe that any plant or equipment owned or provided by the other party for work arising out of or connected with Goods or Services is unsafe for their personnel to use;
(iii) the other party engages in unsafe work practices which may or does put their Personnel at rise;
(iv) an incident occurs involving injury to the other party‟s Personnel;
(d) they remedy any matters advised under clause 16(c) in a timely manner and, until it is remedied, do not require that the Personnel of the other party continue to work at the relevant unsafe premises or place, with the unsafe plant or equipment or with the unsafe work practice as the case may be.
(a) This clause applies if Sentinel Engineering & Fabrication will provide Sentinel Engineering & Fabrication Personnel to the Customer to perform all or part of the Services on a labour hire basis.
(b) Sentinel Engineering & Fabrication is responsible for selecting, engaging or appointing the Sentinel Engineering & Fabrication Personnel to provide the relevant Services
(c) Sentinel Engineering & Fabrication must:
(i) provide Sentinel Engineering & Fabrication Personnel in accordance with the Purchase Order to complete the Services in a workmanlike manner during the period and to the standards and manner, frequency, quantity and items (if any) specified in the Order, except for departures agreed to in writing by the Customer;
(ii) other than as specified as part of the Purchase Order or as otherwise agreed, provide whatever resources are necessary for the Sentinel Engineering & Fabrication Personnel to complete the Services;
(iii) maintain, at its own expenses, any permits, licences, accreditations, certificates, registrations or any similar authorisation Sentinel Engineering & Fabrication is required to possess by law in order to complete the Services;
(iv) ensure the Sentinel Engineering & Fabrication Personnel are competent and qualified in the type of work they are undertaking for the Customer and are registered and licensed as required by law for the purposes of, or incidental to, the execution of the Services;
(v) without limiting clause 16, will inspect the nominated worksites regularly and advise the Customer of any inherent risks it may observe prior to placing the Sentinel Engineering & Fabrication Personnel so as to give the Customer the opportunity to mitigate such risks to the Sentinel Engineering & Fabrication Personnel; and
(vi) provide all Entitlements due to the Sentinel Engineering & Fabrication Personnel in respect of the relevant Services.
(d) The Customer must:
(i) provide the Sentinel Engineering & Fabrication Personnel with access to the Customer‟s premises and facilities as required to enable the Sentinel Engineering & Fabrication Personnel to perform the relevant Services;
(ii) meet with Sentinel Engineering & Fabrication when requested to discuss the performance of the relevant Services;
(iii) co-operate with Sentinel Engineering & Fabrication and act reasonably in connection with the provision of the Sentinel Engineering & Fabrication Personnel to perform relevant Services, including by allowing the relevant Sentinel Engineering & Fabrication Personnel to take leave from time to time such a sick leave, personal leave or any other leave as may be agreed with them by Sentinel Engineering & Fabrication;
(iv) where required by Sentinel Engineering & Fabrication, verify time sheets or expense reimbursement claims completed by Sentinel Engineering & Fabrication Personnel relating to the performance of the relevant Services;
(v) advise Sentinel Engineering & Fabrication immediately if it wishes to change the requirements for the Services, including if there is any change in the location at which the Services are to be completed (as this may necessitate a work site inspection of Sentinel Engineering & Fabrication), the job description or work required of Sentinel Engineering & Fabrication Personnel (as this may affect the Entitlements payable to them by Sentinel Engineering & Fabrication) and the completion date for the Services;
(vi) notify Sentinel Engineering & Fabrication of any issues arising in relation to Sentinel Engineering & Fabrication Personnel‟s conduct, capacity or performance immediately once the issue arises. While the Customer may request Sentinel Engineering & Fabrication to take disciplinary action against or terminate the provision of Services by any Sentinel Engineering & Fabrication Personnel, the Customer must not take such action or termination on behalf of Sentinel Engineering & Fabrication;
(vii) provide a safe working environment, maintain compliance with relevant Laws and properly instruction the Sentinel Engineering & Fabrication Personnel in their specific tasks to ensure the relevant Services are performed safely and correctly;
(viii) conduct induction training for the Sentinel Engineering & Fabrication Personnel, prior to the Employee performing work associated with the relevant Services, covering workplace health and safety at the workplace or workplaces at which the Sentinel Engineering & Fabrication Personnel will be performing work;
(ix) allow Sentinel Engineering & Fabrication reasonable access to the workplaces at which the Sentinel Engineering & Fabrication Personnel will be performing work associated with the Services both prior to the first commencing work and regularly throughout the time the Services are being performed, for the purpose of allowing Sentinel Engineering & Fabrication to assess the safety of those workplaces;
(x) keep Sentinel Engineering & Fabrication Personnel and Sentinel Engineering & Fabrication informed about the Customer‟s policies and procedures, and amendments to those policies and procedures, relevant to the Services and the work perform by Sentinel Engineering & Fabrication Personnel; and
(xi) not offer or facilitate the offer of any other employment or engagement to the Sentinel Engineering & Fabrication Personnel at any time while the Services are being performed or for six months from the date the relevant Sentinel Engineering & Fabrication Personnel cease to perform the Services for the
Customer.
(a) The Customer agrees that Sentinel Engineering & Fabrication may register any Security Interest over the Goods, including but not limited to any goods, plant, machinery or equipment owned by the Customer upon which Sentinel Engineering & Fabrication is performing Services or conducting repairs and/or maintenance, which it reasonably considers arises out of this agreement and the Customer will grant such Security Interest.
(b) The Customer waives any right to receive notice of the relevant verification statement under the PPSA, so far as that right can be waived under the PPSA.
(c) For the purposes of this clause:
(i) PPSA means the Personal Property Securities Act 2009 (Cth) and all regulations and other subordinate legislation pursuant to it; and
(ii) Security Interest means a security interest under the PPSA.
(a) This clause applies to the extent that the Personal Property Securities Act 2009 (Cth) (“PPSA”) operates in relation to any “security interest” (as defined in PPSA) under this agreement. This document constitutes a security agreement in writing covering the supply of Goods by Sentinel Engineering & Fabrication for the purposes of PPSA
(b) The Goods supplied by Sentinel Engineering & Fabrication referred to in this agreement, are the subject of a security interest and a “purchase money security interest” (“PMSI”) to the extent that it can be under section 14 of the PPSA.
(c) The Customer agrees, in addition, to the extent possible under PPSA, that all Goods which are at any time subject to Sentinel Engineering & Fabrication‟s security interest, secures as a PMSI the interest of Sentinel Engineering & Fabrication as Secured Party of all goods, plant, machinery or equipment supplied to the Customer. This does not limit what other amounts are secured under this document.
(d) The Customer agrees to do anything (such as obtaining consents and signing documents) which Sentinel Engineering & Fabrication require for the purposes of:
i. ensuring that Sentinel Engineering & Fabrication‟s security interest is enforceable, perfected and otherwise effective under the PPSA;
ii. enabling Sentinel Engineering & Fabrication to gain first priority (or any other priority agreed to by Sentinel Engineering & Fabrication in writing) for our security interest; and
iii. enabling Sentinel Engineering & Fabrication to exercise rights in connection with the security interest.
(e) Sentinel Engineering & Fabrication‟s rights under this document are in addition to and not in substitution for the rights under other law (including PPSA) and Sentinel Engineering & Fabrication may choose whether to exercise rights under this agreement, or under such other law, as it chooses.
(f) The following provisions of the PPSA do not apply and, for the purposes of section 115 are “contracted out” of this document in respect of equipment that are not used predominately for personal, domestic or household purposes:
(i) sections 95 (notice of removal of accession), 96 (retention of accession), 125 (obligations to dispose of or retain collateral); section 130 (notice of disposal); section 132(3)(d) (contents of statement of account after disposal); section 132(4) (statement of account if no disposal);
section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (reinstatement of security of security agreement); and
(ii) in relation to section 128 (secured party may dispose of collateral), section 129 (disposal by purchase) and 134(1) (retention of collateral) Sentinel Engineering & Fabrication shall have the power to retain, deal with or dispose of any equipment in the manner specified in those
sections but also under this agreement in any other manner it deems fit.
(g) The Customer waive their rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPSA.
(h) Solely for the purpose of allowing to Sentinel Engineering & Fabrication the benefit of section 275(6) of the PPSA, Sentinel Engineering & Fabrication and the Customer agree that neither party must disclose information of the kind that can be requested under section 275(1) of the PPSA.
(a) In the event that the Customer is a Company, the Director(s) of the Company hereby guarantee, both jointly and severally as the case may be, prompt payment of any and all invoices due and owing by the Customer to Sentinel Engineering & Fabrication.
(b) The Directors(s) acknowledge that this guarantee is continuing and shall not lapse or be waived by any granting of time, further credit, concession by Sentinel Engineering & Fabrication or in the event of the insolvency of the Customer or bankruptcy of a Director of Company
(a) The Customer must not assign this agreement without the consent of Sentinel Engineering & Fabrication.
(b) Sentinel Engineering & Fabrication may assign this agreement without the consent of the Customer upon giving 14 days‟ written notice to the Customer.
(a) The parties agree to comply with this clause before commencing any court proceedings on a dispute arising under this agreement.
(b) The parties will meet within 7 days after the date upon which a party has delivered notice to the other declaring a dispute.
(c) Failing resolution of the dispute at the meeting, the parties will agree on the appointment of a mediator having industry knowledge and expertise to facilitate resolution. Failing agreement on such appointment, either party may apply to the President or other appropriate officer of the Queensland Law Society to appoint a mediator.
(d) The dispute will then be referred to the mediator for resolution and the parties must try their best to resolve the dispute within a further 14 days of the appointment.
(e) The role of the mediator is to assist in negotiating a resolution of the dispute. The mediator may not make a decision that is binding on the parties unless they have so agreed in writing.
(f) Any information or documents disclosed by a party in attempting to resolve the dispute must be kept confidential and may not be used except to attempt to resolve the dispute in the course of the mediation.
(g) Each party must bear its own costs of complying with this clause. The parties must bear equally the cost of the mediator.
(h) After the expiration of the 14 day period referred to in clause 20(d), either party may terminate the mediation process at any time by giving notice to the other party.
(i) The parties will continue to perform their obligation under this agreement pending the resolution of any dispute referred to mediation under this clause.
(a) Where the Customer comprises more than one person or entity, each of them shall be jointly and severally liable for the full performance of the Customer‟s obligations under these Terms and conditions, the Purchase Order and the Quotation.
(b) Where any provision of these Terms and Conditions the Purchase Order and the Quotation is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in these Terms and Conditions, the Purchase Order and the Quotation.
(c) Sentinel Engineering & Fabrication and the Customer agree that the laws in force in the State of Queensland apply to these Terms and Conditions, the Purchase Order and the Quotation and both submit to the nonexclusive jurisdiction of the courts of the State of Queensland.
(d) The failure of a party to require full or partial performance of a provision of these Terms and Conditions the Purchase Order and the Quotation does not affect the right of that party to require performance subsequently.
(e) No obligation in these Terms and Conditions the Purchase Order and the Quotation is waived unless it is waived in writing and signed by the parties. 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.
(f) These Terms and Conditions, the Purchase Order and the Quotation may only be amended by written agreement between all parties.
(g) The parties agree to deal with each other in good faith in the performance of this agreement.
(h) The Customer will be responsible for any stamp duty that may become payable in connection with this agreement.
(i) A notice must be in writing and delivered by hand or sent by pre-paid post or fax to a party at the party‟s address detailed in the Quotation or Purchase Order, or its last known business address or otherwise according to law.
(a) In these Terms and conditions:
Consequential Loss means any consequential, indirect or economic loss or damage (including loss of actual or anticipated profits or revenues, loss by reason of shut down or non-operation, increased costs of borrowing, capital or financing, or loss of use or productivity) whether caused by or in relation to breach of contract, warranty, tort (including negligence), product liability, indemnity, contribution, strict liability or otherwise at law (even if advised of the possibility of such loss or damage).
Customer means the person or entity identified in the Quotation or the Purchase Order.
Entitlements means any salary, wages, allowances, annual leave or payment in respect of annual leave, long service leave or payment in respect of long service leave, notice of termination or payment in lieu of notice of termination, severance pay, commissions, bonuses, reimbursement of expenses, superannuation and any entitlement which may be owed or payable pursuant to any award, agreement or other industrial instrument, statute or employment contract to which an employee may be entitled in respect of their employment or the
termination of that employment.
Goods and Services or Goods or Services means the goods and/or services provided by Sentinel
Engineering & Fabrication for the Customer specified in the Quotation or the Purchase Order pursuant to
these Terms and Conditions.
Sentinel Engineering & Fabrication means Sentinel Engineering & Fabrication Pty Ltd ACN 626 749 442, 5
Sir Leslie Wilson Dr, Emerald QLD 4720
Insolvency Event means any of the following events occurring in relation to a party:
(i) 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;
(ii) the party is, or becomes unable to, pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporation Act 2001 (Cth), or is presumed to be insolvent under the Corporation Act 2001 (Cth)
(iii) 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;
(iv) execution is levied against the party by a creditor; or
(v) any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.
Intellectual Property Rights means all copyright, patents, registered and unregistered trademarks, registered and unregistered designs, trade secrets and know-how and all other intellectual property as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of July 1967.
Law means legislation, including regulations, by-laws and order in:
(i) in the case of Goods, the place where the Goods will be manufactured; or
(ii) in the case of Services, the place where the Services will be performed.
Personnel means employees, agents and contractors of a party.
Price means the price for Goods or Services specified in the Quotation or the Purchase Order.
Purchase Order means a purchase order issued by the Customer to Sentinel Engineering & Fabrication for the supply of Goods or Services.
Quotation means any quotation provided by Sentinel Engineering & Fabrication to the Customer for the supply of Goods or Services.
Standard Default Contract Rate means the standard default contract rate published by the Queensland Law
Society from time to time.
Terms and Conditions means these terms and conditions.
(b) In these Terms and conditions:
(i) a reference to a party includes the party‟s successors, permitted substitutes and permitted assigns;
(ii) 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;
(iii) 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;
(iv) 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;
(v) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity.
(c) The Terms and conditions are not to be interpreted against the interests of Sentinel Engineering & Fabrication merely because it proposed these Terms and Conditions or some provision in it or because it relies on a provision of these Terms and Conditions.
