1. Definitions
“Business Day” means a day other than a Saturday, Sunday or public holiday in the Australian State or Territory identified in the address of Sphinx Consulting Engineers as shown on the Purchase Order.
“Contract” means the agreement between Sphinx Consulting Engineers and the Supplier for the supply of Services evidenced by the Purchase Order, these Terms and Conditions and all other documents which are either attached to the Purchase Order or incorporated by reference.
“Contract price” means the price specified in the Purchase Order including any GST component payable.
“Delivery Location” means the location or locations for the delivery or provision of the Goods and/or Services specified in the Purchase Order.
“Goods” means any materials, supplies, plant, equipment and other things specified in the Purchase Order to be supplied by the Supplier and/or to be used in the performance of the Contract or developed in connection with the Services.
“GST” means GST within the meaning of the GST Act.
“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (as amended).
“Sphinx Consulting Engineers” means C Sphinx Engineers Pty Ltd or its related entity being the company designated as the purchaser of the Goods and/or Services on the Purchase Order.
“Liabilities” means actions, damages, claims, demands, losses, liabilities, costs and expenses of any kind.
“PPS Law” means the PPSA and any amendment made to the Corporations Act 2001 (Cth or any other legislation as a consequence of the PPSA.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“Purchase Order” means a purchase order (including any attachments or documents incorporated by reference) for Goods and/or Services from the Supplier that has been provided by Sphinx Consulting Engineers to the Supplier.
“Supplier” means the Supplier designated on the Purchase Order.
“Services” means services, specified in the Purchase Order.
“Special Conditions” means any special conditions set out in the Purchase Order.
“Terms and Conditions” means these Purchase Order Terms and Conditions for Purchase of Goods and Services.
“Wilful Misconduct” means any act or failure to act which was a deliberate and wrongful act or omission, or involved reckless disregard or wanton indifference to the likely consequences.
2. Application
(a) These Terms and Conditions and Special Conditions, apply to all Goods and Services supplied by the Supplier to Sphinx Consulting Engineers pursuant to the Purchase Order and (any variation or amendment to a Purchase Order) or any other agreement whether in writing or otherwise, whereby the Goods and/or Services are to be supplied or have been supplied by the Supplier to Sphinx Consulting Engineers. The Supplier agrees that its written acceptance or commencement of work under the Purchase Order shall constitute its acceptance of these Terms and Conditions. All terms and conditions proposed by the Supplier which are different from or in addition to these Terms and Conditions and the Purchase Order are of no binding effect on Sphinx Consulting Engineers and shall not become a part of the Contract.
(b) Any quotation or proposal provided by the Supplier and accepted by Sphinx Consulting Engineers is accepted on these Terms and Conditions and any Purchase Order will be upon and subject to these Terms and Conditions.
(c) Except as may be otherwise agreed by Sphinx Consulting Engineers in writing, these Terms and Conditions supersede and exclude all discussions, representations and arrangements relating to the supply of the Goods and/or Services or any part thereof.
(d) If there is any inconsistency or variance between these Terms and Conditions and any quotation or tender proposal these Terms and Conditions will prevail. In the event of any inconsistency in the documents comprising the Contract, the order of precedence shall be (i) the Purchase Order (including any Special Conditions) (ii) documents attached to the Purchase Order and (iii) these Terms and Conditions.
(e) In the event of one or more clauses of the Contract is held by a court of law to be legally invalid or Sphinx Consulting Engineers – Purchase Order Terms & Conditions for Purchase of Goods Services C Sphinx Consulting Pty Ltd ABN 71 102 410 328 unenforceable the remainder of the clauses shall in no way be affected.
3. Performance of the Contract
(a) The Supplier will perform the Contract in accordance with its terms in consideration of payment.
(b) The Supplier must commence performance of the Contract as soon as possible after receipt of a Purchase Order and must complete its obligations under the Contract in a timely manner and in any event, by no later than any specified date for completion set out in the Purchase Order or as subsequently agreed by the parties in writing.
(c) Time is of the essence for the performance of the Supplier’s obligations under the Contract.
(d) The Supplier will perform the Contract at the location (if any) specified in the Purchase Order or as directed by Sphinx Consulting Engineers and shall bear the costs of mobilisation to that location unless otherwise agreed by Sphinx Consulting Engineers.
(e) The Supplier is an independent contractor and will not act as, or be or be regarded as, an agent or employee of Sphinx Consulting Engineers. The Supplier and the Supplier’s personnel will not be entitled to any benefits which would ordinarily accrue to any employee of Sphinx Consulting Engineers by virtue of their status as an employee.
4. Inspection and information
(a) The Supplier must:
(i) inform Sphinx Consulting Engineers if any aspects of the performance of the Contract will not be in accordance with the Contract; and
(ii) provide to Sphinx Consulting Engineers any details of or information about such aspects of the performance of the Contract as Sphinx Consulting Engineers may reasonably request including technical reports and information, progress reports and project supply program.
(b) At reasonable times, Sphinx Consulting Engineers may through itself or through an agent:
(i) review, inspect, audit, examine and witness tests of Goods, Services or work performed under the Contract;
(ii) inspect any equipment used in measuring work performed under the Contract at any time up to 12 months after the measurement occurs; and
(iii) carry out site inspections, at any site, the Supplier’s premises, Sphinx Consulting Engineers’ premises and/or at the premises of any of the Supplier’s sub-contractors.
(c) The Supplier must ensure that Sphinx Consulting Engineers has access to premises of the Supplier and any subcontractors for the purposes of clause 4(b).
(d) The Supplier must on request by Sphinx Consulting Engineers provide to Sphinx Consulting Engineers any information and assistance required to identify, evaluate, implement and report on any matter required by law in respect of anything used, produced or created in connection with the performance of the Supplier’s obligations under the Contract.
5. Pricing
(a) The Contract price is firm and is inclusive of all GST and all taxes, duties (including any import or customs duty) and government charges imposed or levied in Australia or overseas.
(b) The Contract price includes the cost of any packaging, marking, handling, freight and delivery to the Delivery Location, insurance and any other applicable costs and charges.
6. Invoicing
(a) The Supplier must submit correctly rendered invoices to Sphinx Consulting Engineers.
(b) An invoice is correctly rendered if it:
(i) is correctly addressed;
(ii) identifies the title of the Goods and/or Services;
(iii) identifies the Purchase Order number and specific details pertaining to that Purchase Order (if applicable);
(iv) includes sufficient detail to allow Sphinx Consulting Engineers to assess progress against milestones (if applicable);
(v) is supported by records of time spent by individuals involved in the Services (for Services carried out on a time basis) and that can be verified by Sphinx Consulting Engineers;
(vi) is correctly calculated in accordance with the Contract;
(vii) relates to Goods and/or Services that meet the requirements of the Contract;
(viii)is for an amount which together with all previously correctly rendered invoices does not exceed the Contract price; and
(ix) is a valid tax invoice in accordance with the GST Act.
(c) The Supplier must promptly provide to Sphinx Consulting Engineers such supporting documentation and other evidence reasonably required by Sphinx Consulting Engineers to substantiate Sphinx Consulting Engineers – Purchase Order Terms & Conditions for Purchase of Goods Services C Sphinx Consulting Pty Ltd ABN 71 102 410 328 performance of the Contract or payment of the Contract price.
7. Goods and Services Tax
(a) Terms in this clause 7 defined in the GST Act have the same meaning as in the GST Act unless the context requires otherwise.
(b) To the extent that a party makes a taxable supply in connection with the Contract, except where provision is made to the contrary, and subject to this clause 7(b), the consideration payable by a party under the Contract represents the value of the taxable supply for which payment is to be made.
(c) Subject to the following clause, if a party makes a taxable supply in connection with the Contract a consideration which, under the above clause, represents its value, then the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
(d) A party’s right to payment under the above clause is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply.
8. Payment
(a) Unless otherwise specified in the Purchase Order, Sphinx Consulting Engineers will make payment within 45 days after the end of the month in which a correctly rendered invoice is received or, if additional information or evidence is required by Sphinx Consulting Engineers pursuant to clause 6, 45 days after the end of the month in which the additional information or evidence is received.
(b) Approval or payment of an invoice is not an admission of liability or evidence that the Supplier’s obligations under the Contract have been completed satisfactorily, but is payment on account only.
(c) If the Supplier owes any debt, payment or damages to Sphinx Consulting Engineers in connection with the Contract, Sphinx Consulting Engineers may set off that amount, or part of it, against its obligations to pay any Supplier invoice. Nothing in this clause affects the right of Sphinx Consulting Engineers to recover from the Supplier the whole of such moneys or any balance that remains owing.
9. Warranties
(a) The Supplier warrants that:
(i) all Goods and/or Services shall comply in all respects with: (1) the terms of the Contract including specifications; (2) applicable laws; (3) applicable codes and standards;
(ii) it will exercise all the skill, care and diligence that would be expected of a professional experienced in providing the work required by the Contract;
(iii) it will perform the Contract in a timely, safe and professional manner using appropriately trained and experienced personnel;
(iv) any equipment the Supplier uses will: (1) be in a safe working condition; (2) comply with all applicable laws and standards; and (3) be operated by suitably qualified and competent personnel.
(v) in respect of any design work, the Services when complete will: (1) be fit for the purpose for which they were intended or the purpose to be inferred; (2) comply with all requirements of the Contract; and (3) comply with good design and engineering practice.
(vi) in respect of any Goods developed, produced or supplied: (1) will be in new and unused condition and of recent origin, unless otherwise specified; (2) will be suitably packed and appropriately prepared for transportation; (3) the Goods will be fit for the purpose for which they are supplied; (4) all usual and customary trade warranties will be obtained for the Goods as well as any warranties which Sphinx Consulting Engineers may specifically request and the Supplier will at its cost ensure that Sphinx Consulting Engineers is assigned and has the benefit of any unexpired warranties upon completion of the Contract; (5) it has good and marketable title to the Goods; and (6) copies of all warranties will be supplied to Sphinx Consulting Engineers with invoices for payment.
(b) if any part of the Services or Goods are found by Sphinx Consulting Engineers to be defective and not in compliance with the Contract, and the Supplier on the request of Sphinx Consulting Engineers fails to remedy any such defect or default to the satisfaction of Sphinx Consulting Engineers within a reasonable period of time specified by Sphinx Consulting Engineers, such defect or default Sphinx Consulting Engineers – Purchase Order Terms & Conditions for Purchase of Goods Services C Sphinx Consulting Pty Ltd ABN 71 102 410 328 may be remedied by Sphinx Consulting Engineers at the cost of the Supplier.
10. PPSA
(a) Terms in this clause 10 defined in the PPS Law have the same meaning as in the PPS Law unless the context requires otherwise.
(b) Unless expressly permitted by the Contract, a party must not without the consent of the other party: (i) create any security interest over any of the other party’s personal property which has priority over security interests granted in favour of the other party; (ii) sell or dispose of the other party’s personal property; or (iii) give possession of the other party’s personal property to another person (including under any sub-contract) for: (1) an indefinite or unspecified period; (2) more than 89 days, in the case of motor vehicles, aircraft or watercraft; or (3) more than 365 days, in the case of personal property other than motor vehicles, aircraft or watercraft.
(c) If, in connection with the Contract, the personal property of one party (bailor) is in the possession of the other party (bailee), the resulting bailment or lease of that personal property (bailment) shall be for a definite term as follows: (i) where the bailor registers its security interest in respect of the bailment under the PPS Law, the period commencing on the date the bailee takes possession of the personal property and ending on the date on which the bailee becomes the owner of the personal property under the Contract (if applicable) or would be obliged to deliver up possession of the personal property in order to fulfil its obligations under the Contract; and (ii) if clause 10(c)(i) does not apply or the term of the bailment cannot otherwise be expressly determined under the Contract, then the term of the bailment is deemed to commence on the date the bailee takes possession of the personal property and ends on the earlier of the bailee becoming the owner of the personal property under the Contract (if applicable) or: (1) after 89 days, in the case of motor vehicles, aircraft or watercraft; and (2) in all other cases after 365 days.
(d) If clause 10(c)(ii)(1) or (2) applies, and the bailee requires possession of the personal property for a period longer than the relevant period in order to perform its obligations under the Contract, then the bailee must at least 20 Business Days prior to the expiry of the period specified in clause 10(c)(ii)(1) or (2), give notice to the bailor to that effect including reasons. Unless the parties agree to extend the bailment beyond the relevant period, the bailee must return the personal property to the bailor before the end of the relevant period.
(e) Return of personal property under clause 10(d) shall not affect any of the bailor’s other obligations under the Contract in respect of that personal property nor give rise to any entitlement to additional time or cost for the performance of those obligations.
(f) A party must not disclose or authorise the disclosure of information pursuant to section 275(4) of the PPSA unless such disclosure is required under section 275(7) of the PPSA.
(g) Each party’s obligations under clause 25(a) apply in respect of security interests granted to the other party in respect of the other party’s personal property under the Contract.
11. Security of payment legislation
(a) The Supplier must promptly and without delay give Sphinx Consulting Engineers a copy of any written communication of any nature in relation to security of payment legislation that the Supplier receives relating to the subject matter of the Contract. (b) If Sphinx Consulting Engineers becomes aware that a sub-contractor engaged by the Supplier is entitled to suspend or has suspended work pursuant to security of payment legislation, Sphinx Consulting Engineers may in its absolute discretion pay the sub-contractor such money that the sub-contractor certifies as owing to the subcontractor in respect of that work and any amount paid by Sphinx Consulting Engineers will be a liquidated debt due from the Supplier to Sphinx Consulting Engineers.
12. Suspension
(a) Sphinx Consulting Engineers may elect in its sole and absolute discretion, to suspend the Supplier’s performance of the Contract by providing five (5) Business Days written notice to the Supplier (Suspension Notice).
(b) Where a Suspension Notice is issued, the Supplier must: Sphinx Consulting Engineers – Purchase Order Terms & Conditions for Purchase of Goods Services C Sphinx Consulting Pty Ltd ABN 71 102 410 328 (i) take any action specified in the Suspension Notice which Sphinx Consulting Engineers may reasonably require; (ii) do all things reasonably necessary to reduce and limit any expenses or costs incurred in connection with suspension of the Services; and (iii) recommence performance of the Services as directed by Sphinx Consulting Engineers.
(c) Except where the suspension is necessitated by the act, omission or default of the Supplier, the Supplier shall be entitled to request by written notice, reimbursement of actual direct costs incurred in connection with suspension of the Contract. The Supplier must submit to Sphinx Consulting Engineers all documentation to substantiate any reimbursement claim made under this clause.
13. Default and Termination
(a) If the Supplier fails to perform or observe any of its obligations under the Contract Sphinx Consulting Engineers may give the Supplier a notice specifying the default (Default Notice) and stating Sphinx Consulting Engineers’ intention to terminate the Contract if the Supplier fails to remedy the default within a reasonable period specified by Sphinx Consulting Engineers. The Default Notice may not be unreasonably given and must specify that it is a notice under this clause.
(b) If after receipt of the Default Notice the Supplier fails within a reasonable time to; (i) remedy the default to Sphinx Consulting Engineers’ satisfaction; (ii) provide adequate assurance and outline remedial measures to be taken by the Supplier to remedy the default; or (iii) implement any remedial measures proposed under (ii) within a reasonable time (in the opinion of Sphinx Consulting Engineers), Sphinx Consulting Engineers may (without prejudice to any other rights or remedies of Sphinx Consulting Engineers under the Contract or otherwise), exercise one or both of the following powers: (1) provide written notice with immediate effect that Sphinx Consulting Engineers will wholly or partly suspend payment under the Contract until the default has been remedied (Payment Suspension Notice); or (2) provide written notice with immediate effect that the Contract is terminated (Termination Notice).
(c) In addition to its other rights, Sphinx Consulting Engineers may at any time and in its sole and absolute discretion by providing written notice, terminate the Contract in whole or in part with immediate effect (or upon such notice period that Sphinx Consulting Engineers considers appropriate) and in such case, Sphinx Consulting Engineers shall pay the Supplier for the value of work performed up to the date of termination and actual costs incurred on account by the Supplier for work to be performed in the future. The Supplier must submit to Sphinx Consulting Engineers all documentation requested by Sphinx Consulting Engineers to substantiate any reimbursement claim made under this clause. For the avoidance of doubt, the Supplier is not entitled to claim any indirect and consequential costs, or amounts for loss of or foregone profit or overhead costs.
(d) The Supplier must on receipt of the Termination Notice (whether under clause 13(b) or 13(c): (i) do all things possible to reduce any cost or expense consequent on the termination; (ii) do only that work as is specified in the Termination Notice; (iii) comply in all respects with any directions contained in the Termination Notice; (iv) take any other action relating to the termination of the Contract which Sphinx Consulting Engineers may reasonably require including without limitation, reporting on the status of works in progress and providing documentation in support thereof; and (v) return all property of Sphinx Consulting Engineers or other parties which has been provided to the Supplier to enable performance of the Contract;
(e) Except as provided in this clause, Sphinx Consulting Engineers shall not be liable to the Supplier for claims by the Supplier or the Supplier’s sub-contractors, for loss of anticipated profit, unabsorbed overhead, interest, development costs, facilities or equipment costs or administrative costs from termination of the Contract. (f) Sphinx Consulting Engineers or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories, and other items relating to any termination claim by the Supplier.
14. Co-Operation With Other Contractors and Suppliers
(a) The Supplier must co-operate with and not impede other contractors and suppliers (whether employed or engaged by Sphinx Consulting Engineers or not) and give them any information or data reasonably necessary to ensure proper and timely performance of their respective work. Sphinx Consulting Engineers – Purchase Order Terms & Conditions for Purchase of Goods Services C Sphinx Consulting Pty Ltd ABN 71 102 410 328
(b) The Supplier is not entitled to any claim, payment increase, damages, costs or any other financial or other compensation as a result of any interference from other contractors and suppliers (whether employed or engaged by Sphinx Consulting Engineers not).
15. Variations
(a) Sphinx Consulting Engineers may by written notice direct the Supplier to alter, amend, omit, add to or otherwise vary any aspect of the Goods and/or Services (Variation Notice). The Supplier will comply with the notice and be bound by the same conditions as though the contents of the notice and any variation thereby made were included in the Contract.
(b) The difference in cost, if any, occasioned by variations directed by Sphinx Consulting Engineers will be added to or deducted from the contract price, as the case may require.
(c) As soon as reasonably practicable following receipt of a Variation Notice, the Supplier must provide Sphinx Consulting Engineers with a quote estimating the cost of the variation (Variation Quote). In so far as they are applicable, the rates (or price breakdown if no relevant rates exist) contained or referenced in the Purchase Order will be used by the Supplier to calculate the cost of a variation but otherwise the cost of a variation must be estimated by the Supplier at the lowest reasonable cost consistent with sound work practices.
(d) As soon as reasonably practicable following receipt of a Variation Quote, Sphinx Consulting Engineers must confirm in writing whether or not it accepts the Variation Quote and set out any qualifications to or conditions of its acceptance.
(e) Commencement of any work in connection with a variation before Sphinx Consulting Engineers responds in writing to the Variation Quote is at the Supplier’s risk.
16. Indemnity
(a) The Supplier will indemnify and keep indemnified, Sphinx Consulting Engineers (and each of its directors, personnel, employees and officers) against all Liabilities caused, whether wholly or in part, directly or indirectly by the Supplier’s (or its employee, agents, contractors or personnel) performance of the Contract or as a result of any other act, omission or conduct of the Supplier (or its employee, agents, contractors or personnel) including death or injury of any person, damage to property and business interruption of Sphinx Consulting Engineers or a third party or loss resulting from Sphinx Consulting Engineers’ reliance on the performance of the Contract except to the extent that the Liabilities incurred or suffered are a direct result of Sphinx Consulting Engineers’ negligence. (b) The Supplier shall indemnify and hold harmless Sphinx Consulting Engineers against all Liabilities of any kind that Sphinx Consulting Engineers may sustain or incur as a result of any claim or proceeding for infringement of intellectual property brought in relation to the subject matter of the Contract and the Supplier shall unless Sphinx Consulting Engineers elects otherwise, defend at its own cost, any claim that the Goods and/or Services or performance of the Contract infringes the intellectual property rights of any person or any proceedings arising from such a claim.
17. Limitation on liability
(a) Subject to clause 17(c) the liability of a party arising under or in connection with the Contract shall to the extent permitted by law exclude liability for loss of profit, loss of revenue, loss of opportunity, or special, indirect or consequential loss.
(b) The liability of a party to the other party for loss or damage under or in connection with the Contract shall be reduced proportionately to the extent that the loss or damage was caused or contributed to by the other party’s negligent act or omission.
(c) Nothing in clause 17(a) excludes or limits a party’s liability: (i) in respect of death or personal injury to any person, third party property damage or breach of third party intellectual property rights; (ii) for a deliberate breach of the Contract or any Wilful Misconduct; (iii) in respect of liquidated damages (if any) or under any provision in the Contract where a debt or other payment is due, or the Supplier’s liability: (iv) to the extent that the Supplier is required by the Contract to procure and maintain insurance in respect of that liability; (v) to the extent that the Supplier recovers any amount for which it is liable under or in connection with the Contract from a subcontractor or third party; or (vi) to rectify any defect or to perform the Contract by a particular date.
18. Insurance
(a) The Supplier shall maintain adequate insurance including, without limitation, public liability, worker’s Sphinx Consulting Engineers – Purchase Order Terms & Conditions for Purchase of Goods Services C Sphinx Consulting Pty Ltd ABN 71 102 410 328 compensation (including common law liability), professional indemnity, automotive and other means of transportation/freight liability insurance and product damage insurance upon such terms and for such amounts as are reasonable in the circumstances of the Contract. Public and product liability insurance must be for an amount of not less than $20,000,000 and must cover Sphinx Consulting Engineers’ interest as principal.
(b) The Supplier’s insurances must be effected with an insurer that is authorized and licensed to operate in Australia.
(c) The Supplier must, if requested by Sphinx Consulting Engineers, promptly provide copies of the Supplier’s insurance policies and a certificate of currency for each policy.
19. Confidentiality
(a) Each party undertakes to treat as confidential and keep secret all information relating to the technical, operational, procedural, financial information of the other party (including any information relating to a party’s client’s) which is disclosed directly, indirectly or by observation (Confidential Information). Any disclosure of confidential information to a third party may only be made with the prior consent in writing of the other party and on such terms and conditions as that discloser of the information reasonably requires.
(b) A party must: (i) keep confidential; (ii) take reasonable steps to ensure that the employees, officers, agents or servants of that party do not disclose to a third party; (iii) maintain proper and secure custody of; and (iv) not use or reproduce in any form; any Confidential Information without the written consent of the other party or as required by law.
(c) Each party agrees, if requested by the other party, to procure the execution of an agreement with the other party containing the same terms and conditions as this clause by any of its staff or subcontractors or consultants engaged in any capacity who may have access to the Confidential Information.
(d) This clause shall be subordinate in operation to the terms of any independent confidentiality agreement entered into by the parties in connection with the subject matter of the Contract.
20. Intellectual Property
(a) Any drawings, documents, samples, models, patterns, tools, specifications, or process information supplied (in any format) by Sphinx Consulting Engineers or its client to the Supplier or otherwise obtained by the Supplier in connection with the Contract (Sphinx Consulting Engineers Intellectual Property) shall remain the property of Sphinx Consulting Engineers (or its client as the case may be) and any information derived therefrom or otherwise communicated to the Supplier in connection with the Contract shall be kept confidential and shall not without the written consent of Sphinx Consulting Engineers be published or disclosed to any third party or made use of by the Supplier except for the purpose of performing the Contract.
(b) Any drawings, documents, samples, models, patterns, tools, specifications, or process information supplied (in any format) by Sphinx Consulting Engineers to the Supplier (including all copies) must be returned to Sphinx Consulting Engineers on request by Sphinx Consulting Engineers.
(c) Any invention, improvement, modification, development or addition to Sphinx Consulting Engineers Intellectual Property created or made by the Supplier incorporating or attributable in whole or in part to the Sphinx Consulting Engineers Intellectual Property shall be the property of Sphinx Consulting Engineers (or its client as the case may be). The Supplier shall execute such reasonable documentation as Sphinx Consulting Engineers may require to perfect its ownership of such material.
(d) The Supplier grants to Sphinx Consulting Engineers a non-exclusive, perpetual, royalty-free, irrevocable, transferable license (with the right to assign and sub-license) to use Supplier’s intellectual property in or relating to the subject matter of the Contract to the extent necessary to enable Sphinx Consulting Engineers or its client to use the Contract subject matter.
21. Force Majeure
(a) Any delay or failure of either party to perform its obligations shall be excused if, and to the extent that, it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence including, without limitation, act of God, act by any government authority, fire, flood, storm, explosion, riot, natural disaster, war, terrorism, sabotage, labour disputes (including lockouts, strikes and slowdowns) or court order provided that written notice of such delay shall be given by the affected party to the other party within 7 Business Days. During the period of such delay or Sphinx Consulting Engineers – Purchase Order Terms & Conditions for Purchase of Goods Services C Sphinx Consulting Pty Ltd ABN 71 102 410 328 failure to perform by the Supplier, Sphinx Consulting Engineers may at its option purchase Goods and/or Services from other sources without liability to the Supplier. If the delay lasts more than 30 days then Sphinx Consulting Engineers may immediately terminate the Contract without liability.
22. Assignment and Sub-Contracting
(a) The Supplier will notify Sphinx Consulting Engineers in writing of all proposed sub-contractors together with details of the work to be performed prior to the sub-contractors commencing work.
(b) The Supplier may not assign or sub-contract the Contract or any part thereof except with the prior written consent of Sphinx Consulting Engineers. Sphinx Consulting Engineers may in its absolute discretion refuse to consent to the assignment or approve the sub-contractor without giving reasons therefore and may give that consent or approval on whatever terms and conditions Sphinx Consulting Engineers considers appropriate.
(c) Sphinx Consulting Engineers may assign, transfer, novate or otherwise deal with any or all of its rights or obligations under the Contract at any time to any party that is financially capable of meeting Sphinx Consulting Engineers’ obligations under the Contract.
(d) If required by Sphinx Consulting Engineers, the Supplier must enter into documentation in a form provided by Sphinx Consulting Engineers to give effect to the assignment, novation or transfer of Sphinx Consulting Engineers’ rights or obligations under the Contract.
(e) No sub-contract or assignment (whether with or without the consent of Sphinx Consulting Engineers will in any way relieve the Supplier from full responsibility for the Services and the performance of the Contract or its obligations or liabilities under the Contract.
(f) As between the Supplier and Sphinx Consulting Engineers, the Supplier’s sub-contractor will be considered the agent and employee of the Supplier. The acts and omissions of each sub-contractor and of all persons either directly or indirectly acting for it will be deemed to be the acts and omissions of the Supplier.
23. Applicable Law
(a) The Contract shall be governed by the laws of the Australian State or Territory identified in the address of Sphinx Consulting Engineers as shown on the Purchase Order. The parties submit to the non-exclusive jurisdiction of the Courts of that Australian State or Territory and any courts that may hear appeals from those courts in respect of any proceedings under, arising out of or in connection with the Contract.
24. Privacy
(a) Each party must comply with: (i) the Privacy Act (Cth); and (ii) any reasonable directions of the other party in relation to the handling of personal information held by that party, including without limitation, the other party’s privacy policy.
(b) For the purposes of this clause “personal information” means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
25. General
(a) Each party must take any reasonable steps (including executing any document) and must ensure that its personnel including sub-contractors take any reasonable steps (including executing any document) that the other party may reasonably require to give full effect to the Contract.
(b) The Supplier must ensure that neither Sphinx Consulting Engineers nor any of its related entities or personnel (including sub-contractors) will receive or agree to accept any payment, gift or other advantage which violates any applicable anti-corruption law in relation to Sphinx Consulting Engineers or the Contract.
(c) The parties agree that Sphinx Consulting Engineers may vary these Terms and Conditions from time to time and to be effective any such variation to these Terms and Conditions must be in writing and signed by an authorized representative of Sphinx Consulting Engineers.