1. DEFINITIONS: In these terms and conditions:
“Purchase Order” means the form of order from the Wudinna District Council for the provision of the Goods and Services which incorporates these Conditions.
“Works” means any works and services specified in the Purchase Order together with any additional works necessary for the performance of this agreement.

2. APPLICATION: This agreement:
2.1 Applies to all Goods supplied by the Supplier and/or Works performed by the Contractor to the Council and the Supplier/Contractor is deemed to have read and agreed to this agreement prior to filling any order for the Goods/Works; and
2.2 Prevails over the Supplier’s/Contractor’s terms and conditions of sale or any other documents provided by the Supplier/Contractor.

3. SUPPLY: The Supplier/Contractor agrees to supply the Goods/Works and the Council agrees to purchase the Goods/Works on the terms of this agreement.

4. DELIVERY OF GOODS:
4.1 The Supplier must deliver the Goods on or before the Delivery Date.
4.2 Unless otherwise specified in this agreement, ‘delivery’ occurs as soon as the Goods are:
4.2.1 Off-loaded at the delivery address specified in the Purchase Order; and
4.2.2 Inspected by the Council and accepted as being in accordance with this agreement.
4.3 Title to and property of the Goods passes to the Council on delivery of the Goods.
4.4 Risk in the Goods passes on delivery of the Goods.
4.5 No liability to pay for any Goods arises until delivery.

5. PAYMENT: Unless otherwise specified in the Payment Terms, the Council must pay the price specified in the Purchase Order by cheque or electronic funds transfer within 28 days of receipt of the Goods/Works. The invoice cannot be issued until after delivery of the Goods or until the Works have been completed satisfactorily by the Contractor.

6. SERVICE STANDARDS: The Contractor must:
6.1 Perform the Works in a professional and competent manner with due care, skill and diligence and within the time specified in the Purchase Order;
6.2 Comply fully and promptly at its own cost with all laws, applicable standards, codes of practice, by laws, orders and regulations at present or in the future relating to the performance of the Works and with all requirements, notices or order in respect of anything affected by the Works;
6.3 Provide at its own cost all supervision, labour, materials, plant, tools and equipment, transport and temporary works required for the performance of the Works;
6.4 Be responsible for the care of the Works from the date of commencements until completion, including the care, storage and protection of unfixed items and items provided by the Council (if any); and
6.5 Provide, erect and maintain all barricades, fences, signs, lighting and temporary works necessary for the protection of the Works, other property and for the safety and convenience of the public.

7. WARRANTIES BY SUPPLIER:
7.1 The Supplier warrants that the Goods will:
7.1.1 Be of good merchantable quality and fit for their purpose;
7.1.2 Be new, unless otherwise notified in writing by the Supplier;
7.1.3 Conform with the description and the Specifications in the Purchase Order;
7.1.4 Throughout the Warranty Period, operate in accordance with the Specifications, and otherwise in accordance with the operation of similar products.
7.2 If any Goods are found to be defective or do not comply with Clause 7.1.1 to 7.1.4 and the Council notifies the Supplier of the defect during the Warranty Period, the Supplier must, at its own cost, promptly replace the Products and deliver them to the Council.
7.3 Failing rectification by the Supplier, the Council may rectify defects at the cost to the Supplier.

8. WARRANTIES BY CONTRACTOR:
8.1 The Contractor warrants that the Works will:
8.1.1 Be of good merchantable quality and fit for their purpose;
8.1.2 Be performed using new materials, unless notified in writing by the Contractor;
8.1.3 Conform with the description and the Specifications in the Purchase Order; and
8.1.4 Throughout the Warranty Period, operate in accordance with the Specifications and otherwise in accordance with the operation of similar products.
8.2 If any Works are found to be defective or do not comply with clause 8.1.1 to 8.1.4 and the Council notifies the Contractor of the defect during the Warranty Period, the Contractor must, at its own cost, promptly rectify any defects in the Works within the Warranty Response Time.
8.3 Failing rectification by the Contractor during the Warranty response Time, the Council may rectify defects at the cost of the Contractor.

9. INSURANCE:
9.1 The Supplier/Contractor must maintain insurance coverage at all relevant times sufficient to cover any loss or costs that may be incurred and for which the Supplier/Contractor is liable in connection with the provision of Goods/Works.
9.2 The Supplier must maintain the Supplier’s Insurances for at least 12 months following delivery of the Products unless otherwise specified in the Purchase Order.
9.3 The Contractor must maintain the Contractor’s Insurances for at least 6 years following completion of the Works unless otherwise specified in the Purchase Order.
9.4 The Supplier/Contractor must provide certificates of currency in respect of the Supplier’s/Contractor’s Insurances when reasonably requested by the Council.
9.5 The Supplier must comply with the Work Health and Safety Act 2012 and all associated regulations, including those adopted by the Council.

10. WORK HEALTH AND SAFETY:
10.1 The Contractor shall comply with the provisions of the Work Health & Safety Act, 2012 and all associated regulations and will ensure that its employees comply with all regulations, improvement notices, prohibition notices and codes of practice issued thereunder and having application to this contract.
10.2 The Contractor acknowledges that both itself and the Council have duties as PCBU’s and commit to consult and manage identified risks.
10.3 The Contractor shall comply with all reasonable directions and procedures relating to security and work health and safety as required by the Council when the works are to be undertaken at premises or facilities of the Council, or under the care and control of Council.
10.4 The Contractor agrees to immediately notify the Council of any incident or accident arising from the undertaking of the contract including those involving the public.

11. RETURN TO WORK:
Where applicable:
11.1 The Contractor must ensure that it is registered with Return To Work SA as an employer or Self Insured under the Return To Work Act, 2014 and that it pays all levies due thereunder in respect of its employees engaged in or about the works
11.2 The Contractor agrees to indemnify the Principal in respect of any action, claim, demand, suit or proceedings made by an employee of the Contractor brought in connection with the Return To Work Act, 2014.
11.3 The Contractor shall have or take out and keep current a personal accident and sickness insurance policy for a period from the commencement of the works extending until the completion date of this contract.

12. SUPPLIER INDEMITIES: The Supplier must indemnify the Council against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities arising from or in relation to the performance or non-performance of any of the Supplier’s obligations under this agreement.

13. CONTRACTOR INDEMNITIES: The Contractor indemnifies the Council against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities arising from or in relation to the performance or non-performance of any of the Contractor’s obligations under this agreement.

14. INTELLECTUAL PROPERTY:
14.1 Other than any drawings or specifications provided by the Council to the Contractor, the Contractor warrants that the Works will not infringe the Intellectual Property of any third party.
14.2 The ownership of Intellectual Property produced as a result of this agreement vests solely in the Council immediately on its creation.
14.3 The Contractor is granted a royalty free non-transferable non-exclusive licence to use any Intellectual Property:
14.3.1 produced as a result of this agreement; or
14.3.2 relating to the drawings and specifications or the Confidential Information provided by the Council to the Contractor;
14.3.3 solely for the purpose of completing the Works and for no other purpose.

15. FORCE MAJEURE: No party is liable for any failure to perform or delay in performing its obligations under this agreement if that failure or delay is due to anything beyond that party’s reasonable control. If that failure or delay exceeds 60 days, the Council may terminate this agreement with immediate effect by giving notice to the other party.

16. TERMINATION:
16.1 The Council may immediately terminate this agreement by giving notice to the Supplier/Contractor if the Supplier/Contractor:
16.1.1 ceases to carry on business or becomes otherwise unable to perform its obligations under this agreement;
16.1.2 breaches a material provision of this agreement and fails to remedy the breach within a specified reasonable time after receiving notice requiring it to do so;
16.1.3 becomes an externally administered body corporate or an insolvent under administration or becomes insolvent (each within the meaning of the Corporation Act 2001).
16.2 Termination of this agreement under this clause does not affect any accrued rights or remedies of either party.

17. CONFIDENTIAL INFORMATION AND FREEDOM OF INFORMATION:
17.1 Each party agrees that it will not use any Confidential Information of the other or allow any Confidential Information of the other party to be used for any purpose, except for the purposes contemplated by this agreement, and agrees that it will:
17.1.1 keep confidential; and
17.1.2 not use or reproduce in any form; any Confidential Information belonging to the other party. A party may depart from its obligations under this clause only with the written consent of the other party or as required by law or the terms of this agreement.
17.2 The Contractor consents to any disclosures made as a result of the Council complying with its obligations under the Freedom of Information Act 1991 (SA) (FOI), subject to any legally required consultation.
17.3 Subject to clause 15.1, for the purposes of the FOI Act, the terms specified confidential in the Purchase Order are confidential (confidential sections).
17.4 Unauthorised disclosure of the confidential sections and their subject matter is a breach of this agreement.

18. DISPUTES: All disputes or differences between the Council and the Supplier/Contractor must be referred to an arbitrator, agreed by the parties or in the absence of agreement appointed by the President of the Local Government Association of South Australia.

19. RELATIONSHIP: This agreement does not create a relationship of employment, agency or partnership between the parties.