1. General

• “Buyer” means Decus Group Pty Ltd.
• “Seller” means the party carrying out the works, named on the Purchase Order.
• “Contract” means the Purchase Order and these Standard Purchase Order Terms and Conditions.The documents constitute the only terms of the contract and supersede all previous communications, whether verbal or in writing.
• “Works” means the works to be executed in accordance with the contract.

2. General Obligations

• The Seller shall execute the Works in accordance with the contract to the satisfaction of the Buyer and shall be solely liable for the care of the Works, temporary works, materials and constructional plant until the buyer has certified that the whole of the Works have been satisfactorily completed.
• The Seller shall provide all materials, labour, plant, equipment, tools, transport, loading, unloading and everything whether of a temporary or a permanent nature required for the execution of the Works, except where otherwise stated in the Contract.
• The Seller warrants that all workmanship performed shall be of the best and not less than any relevant standard applying to the works.
• The Seller warrants that all goods supplied shall strictly comply with the Buyers’ requirements, shall be of merchantable quality and fit for the purpose and shall be of the best quality of their several kinds.

3. Statutes and Safety

• The Seller shall observe and comply with the provisions of all relevant Acts of Parliament, regulations, by laws, orders, rules, determinations and awards and all requirements of any authority as shall be in force in the place where the Works are to be executed and as may relate to the Works and shall pay all fees or charges in relation thereto.
• The Seller shall provide and maintain all reasonable safety precautions required for the protection of the Works or other property or for the safety and convenience of workmen and the public.
• If the Seller defaults in the performance or observance of the requirements of this clause, the Buyer may direct the Seller to rectify the default within a reasonable period. If the Seller refuses or declines to rectify the default, then the Buyer may suspend the work relative to the default until the default is rectified and the Seller shall be responsible for all costs arising out of or in consequence of the default and the suspension.

4. Insurance

• The Seller shall carry all necessary insurance including a Public Liability Policy to cover damage to property and/or injury to any person for a minimum amount of $10,000,000 for any one occurrence.
• The Seller shall effect and keep in effect during the currency of the Contract such insurances as may be necessary to adequately protect the Seller and the Buyer in respect of liability for payment of compensation to any employee of the Seller under the Workers’ Compensation and Assistance Act 1981 or at common.

5. Patent Rights and Royalties
The Seller shall save harmless and indemnify the Buyer from and against all claims and proceedings for or on account of infringement of any patent, rights, design, trade mark or name or other protected rights in respect of any machine, plant, work, material or thing, system or method of using, fixing, working or arrangement used or fixed or supplied by the Seller in connection with the execution of the Contract and from and against al claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

6. Assignment and Subcontracting
The Seller shall not subcontract the whole of the Works and shall not assign the Contract or assign, mortgage, charge or encumber any of the moneys payable under the Contract or any other benefit whatsoever arising under the Contract.  The Seller shall not subcontract any part or parts of the Works without prior written consent of the Buyer and he shall submit to the Buyer the names of his proposed subcontractors and the nature of the work which it is intended they undertake.  The consent of the Buyer shall not relieve the Seller from any liability or obligation under the Contract.

7. Commencement
The Seller shall commence the Works as directed by the Buyer and, unless otherwise stated in the Contract, the Seller shall give three days’ notice to the Buyer before commencing the Works.  Occupation of the site shall not be deemed to be exclusive possession.

The Purchaser reserves the right to amend the program at any time, without any cost adjustment to the Contract.

8. Completion

• The Seller shall complete the works as directed by the Contract, subject to any extensions of time which may be granted by the Buyer at its absolute discretion.
• The Seller shall be time barred from obtaining a review by the Buyer of the Extension of Time, if full details of the delay are not submitted by the Seller to the Buyer within 7 days of the event causing the delay.
• Only events totally outside of the Sellers control will be considered. Weather or industrial conditions will not be a valid reason for an Extension of Time.
• the Buyer can extend the date for completion, at any time, at his discretion.

9. Damages
If the Seller shall fail to complete the Works within the time stated or such extended time as shall be granted by the Buyer then the Seller shall pay the Buyer all costs incurred by the Buyer as a result of such failure.

10. Defects
The Seller shall rectify any defect in material or workmanship for a period of twelve months from completion, and shall pay for all costs incurred by the Buyer in connection with the defect.

11. Testing of Materials and WorkMaterials and work shall be subject to such tests as are required by the Contract or as may be reasonably directed by the Buyer to establish the conformity of materials and workmanship with the Contract.  Except as otherwise stated in the Contract the work of testing and the cost thereof shall be undertaken by the Seller.

12. Payment

• Unless otherwise stated in the Contract, the Buyer shall pay to the Seller 95% of the amount due under the Contract after the completion of the Works and 61 days after the end of the month in which a satisfactory account and invoice from the Seller is received. The remaining 5% shall be paid at the end of the Defects Period.
• Both payments are subject to deductions made by the Buyer in accordance with the Contract.

13. Default or Bankruptcy of Seller
If the Buyer shall certify to the Seller that the Seller has failed to commence the Works on the date stated, or has failed to execute the Works at a rate of progress satisfactory to the Buyer, or has neglected or omitted to execute any instruction of the Buyer, or has failed to complete the whole of the Works within the period stated for completion or such extended time as the Buyer may grant, or has intimated that he is unwilling or unable to complete the Works, or has committed an act of bankruptcy, then the Buyer may, after giving seven days notice in writing of his intention to do so, cancel the Contract and all moneys held by the Buyer may be used by the Buyer for the purpose of completing the Works.

14. Arbitration
If any dispute or difference shall arise between the Buyer or the Seller as to any matter arising out of the Contract, then it may be referred at the conclusion of the Contract to an arbitrator to be mutually agreed upon or failing agreement to a person nominated by the Chairman of the Institute of Arbitrators (WA Chapter).

15. Rise and Fall in Costs
The contract shall not be subject to adjustment for rise and fall in costs.