Terms & Conditions

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FORMATION OF AGREEMENT

Acceptance of quotation

The customer must accept or reject a quotation within 30 days of its receipt. TC Infrastructure may, at its option, extend this period by notification in writing to the customer.

The customer may accept a quotation by sending a purchase order to TC Infrastructure, signing a contract or by responding in writing by email.

Withdrawing or revising a quotation

TC Infrastructure may, at is discretion, and without incurring any liability to the customer, revise orwithdraw the quotation at any time before communication by the customer to TC Infrastructure of its acceptance of the quotation in writing.

Contents of quotations are Proprietary and Confidential

Information in a quotation which describes TC Infrastructure’s approach, specific techniques orapplications of technology remains proprietary and confidential and cannot be used without the permission of TC Infrastructure.

Formation of Contract

The parties will be deemed to have formed a contract upon the communication by the customer to TC Infrastructure of its acceptance of the quotation in writing.

In the event the customer provides TC Infrastructure with a written order, such order is subject tothese Terms and Conditions of quotation and any other terms and conditions agreed by the parties in writing to become part of the contract.

DUTIES OF TC INFRASTRUCTURE

TC Infrastructure must carry out and complete the works in the best trade practice andprofessional manner and in compliance with the terms and provisions of the contract documents.

TC Infrastructure may employ its servants or any third party for completing the works provided such person(s) are careful, skilled and experienced in their respective trades or occupations. TC Infrastructure will be solely responsible for all payments to any servant or third party for that part of the works performed by it.

CONTRACTOR’S WARRANTY

TC Infrastructure warrants that all materials to be supplied for use in the works will be suitable for the purpose for which they are used, having regard to the generally accepted practices or standards applied in the industry for the materials or the specifications, instructions or recommendations of manufacturers or suppliers of the materials.

The works will be carried out:

  • in accordance with all relevant laws and legal requirements; and
  • in an appropriate and skilful way.

At all times during the currency of the contract it will hold all licenses required to carry out and complete the works.

VARIATIONS

Any customer requests for variations to the project – including additional tasks that might be required on site during the project – must be made in writing to TC Infrastructure’s head office (email to info@tcinfrastructure.com.au).

Written agreement (at a minimum via email) must be received from TC Infrastructure beforework can proceed.

PROGRESS PAYMENTS

TC Infrastructure shall submit to the customer a Tax Invoice for progress payments oncompletion of each stage of the works as set out in the accepted quotation.

The customer must pay TC Infrastructure progress payments within 30 days of submission of the progress claim.

Should the customer neglect or refuse to pay the amount of any progress payment by the due date, then TC Infrastructure may, at its option, with or without notice to the customer, suspend performance of the works until the payment has been received in full.

INCREASED COSTS

If, after 30 days from the customer’s acceptance of the quotation, TC Infrastructure’s costs in connection with the contract are increased as a result of the introduction of new, or changes to existing, government taxes or charges or Prime Cost Items or Provisional Sums then the price shall be increased to reflect these changes and the customer shall pay the increased price to TC Infrastructure.

RISK & OWNERSHIP

Risk of loss, damage or destruction to the materials and equipment or any part thereof shall pass to the customer on installation.

In connection with the materials and equipment, while they remain the property of TC Infrastructure, the customer agrees with TC Infrastructure that:

  • the customer has no right or claim to any interest in the materials to secure any liquidated or unliquidated debt or obligation TC Infrastructure owes to the customer;
  • the customer cannot claim any lien* over the materials; (*A right given to another by the owner of property to secure a debt, or one created by law in favor of certain creditors)
  • the customer will not create any interest in the materials in relation to any third party without authorisation from TC Infrastructure;
  • where the customer is in actual or constructive possession of the materials the customer will not deliver them or any document of title to the materials to any person except as directed by TC Infrastructure.

In connection with the materials, TC Infrastructure states to the customer that:

  • TC Infrastructure has the right to supply the materials to the customer;
  • the activities of TC Infrastructure in supplying the materials do not infringe the rights of theowner of the materials (where TC Infrastructure is not the owner of the materials);
  • if the materials are not owned by TC Infrastructure, that TC Infrastructure is authorised to supply the materials to the customer.

TC Infrastructure and the customer agree that:

  • the property of TC Infrastructure in the materials remains with TC Infrastructure until TC Infrastructure has received payment in full of the price and any other monies due to TC Infrastructure under these Terms and Conditions or any contract between the parties;
  • the customer is a bailee (custodian) of the materials until such time as property in them passes to the customer and the price of the contract has been paid in full;
  • pending payment in full of the price under the contract, the customer:
    • must not supply any of the materials to any person;
    • must not allow any person to have or acquire any security interest in the materials;
    • must not remove, deface or obliterate any identifying plate, mark or number on any of the materials.

EXTENSION OF TIME

Access

TC Infrastructure’s quotation is based on a continuous work program, unless otherwise stated. If the customer causes the works to be delayed or delays are caused by any of the events in clause 9, then the performance of TC Infrastructure’s obligations under these Terms and Conditions or any contract between the parties shall be suspended for the period of such delay and the completion date shall be extended accordingly.

Costs of delay

The customer shall pay to TC Infrastructure such extra costs directly incurred by TC Infrastructure plus agreed margin by reason of the delay caused by the customer.

Overhead cost due to extension of time

The customer shall pay to TC Infrastructure additional onsite and offsite overhead costs incurred by TC Infrastructure by reason of the delay caused by the customer which caused project duration to exceed original contract completion date.

EXCEPTED RISKS

TC Infrastructure shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions or any contract between the parties if such failure or delay results directly or indirectly from any cause, matter or thing beyond the reasonable control of TC Infrastructure, including but not limited to:

  • any act, default or omission on the part of the customer, its employees and or agents; or
  • any events occurring on or before completion date including but not limited to:
    • damage by fire, explosion, earthquake, lightning, storm, flood, acts of God, civil or military authority, public enemy, war, civil commotion, strikes, labour disputes or industrial conditions;
    • electric power supply failure;
    • inclement weather;
    • unavailability of suitable materials or parts;
    • failure of transportation affecting TC Infrastructure, its supplier or any other person company or firm;
    • latent conditions;
    • variations directed by the customer;
    • changes in the law; or
    • directions or delays by municipal, public or statutory authorities.

PRACTICAL COMPLETION

TC Infrastructure shall complete the works to practical completion in accordance with these Terms and Conditions and the contract on or before the completion date (as amended or varied by these Terms and Conditions).

DISPUTE RESOLUTION

Any dispute between the customer and TC Infrastructure arising under, or in connection, with these

Terms and Conditions or any contract between the parties, shall:

  • In the first instance, be referred by one party to the other and the party shall use all reasonable endeavours to resolve the difference or dispute without resort to future process; and
  • if the difference or dispute cannot be resolved in such a manner within seven days of the difference or dispute arising then it shall be referred to an expert appointed by agreement between the parties.

INSURANCE

TC Infrastructure shall maintain Public Liability Insurance to a value of not less than $20,000,000 and WorkCover Insurance in accordance with the requirements of the applicable legislation for all employees.

NOTICES

Any notice under these Terms and Conditions shall be given in writing and delivered to the other party by hand, email, fax, or post.

DEFINITIONS AND INTERPRETATION

Definitions

In these Terms and Conditions and in any instrument created pursuant to or in accordance with it, unless the context otherwise requires:

Base Work means the site conditions including work carried out by others in, on, or over which TC Infrastructure is to carry out the works;

Business Day means any day except Saturday or Sunday or a day that is a public or bank holiday in New South Wales;

Contract Documents include all drawings, plans, specifications and all other information provided by the customer to TC Infrastructure at the time of tender which form part of the agreement.

Contractor means TC Infrastructure

Contract means the contract to carry out the works between the customer and TC Infrastructure bythe acceptance of the quotation by the customer and includes these Terms and Conditions

Customer means the customer stated in the quotation;

Completion Date means the date for completion of the works under the contract;

Practical Completion means the stage when the works have been completed in accordance with the contract and all relevant statutory requirements either without any omissions or defects or apart from minor omissions or minor defects;

Price means the price to be paid by the customer to TC Infrastructure for the performance of the works;

Prime Cost Item an item, including, for example, a fixture or fitting –

  • that has not been selected, or the price of which is not known, when the contract is entered into; and
  • for the cost of supply and delivery of which a reasonable allowance is, or is to be, made in the contract by the Contractor.

Provisional Sum is the amount that is TC Infrastructure’s estimate of the cost of performing the works, in relation to works for which TC Infrastructure, after making all reasonable enquiries, cannot state a definite amount when the contract is entered into;

Servants means and includes servants, employees, agents, contractors and sub-contractors;

Site means where the works under the contract are carried out;

Terms and Conditions means these terms and conditions;

Works means the work to be carried out under the contract including variations;

Quotation means the written quotation given by TC Infrastructure to the customer which must set out the scope of the works, the commencement and completion dates of the works, the price of the works and the insurance cover held by TC Infrastructure in relation to the performance of the works;

Variation means to vary the works by:

  • carrying out additional work;
  • omitting any part of the works; or
  • changing the scope of the works.

Interpretation

In these Terms and Conditions and any instrument created pursuant to or in accordance with these Terms and Conditions, unless the context otherwise requires:

  • a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provisions substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
  • the singular includes the plural and vice versa;
  • a reference to a person includes an individual and a corporation, partnership, joint venture, association, authority, trust, State or Government and vice versa;
  • a person includes the legal representatives, successors and assigns of that person;
  • a reference to any gender includes all genders;
  • a reference to a recital, clause, schedule, annexure, appendix or exhibit is to a recital, clause, schedule, annexure, appendix or exhibit of or to these Terms and Conditions;
  • a recital, schedule, annexure, appendix or exhibit or description of the parties forms part of these Terms and Conditions;
  • a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
  • where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  • where an expression is defined anywhere in these Terms and Conditions it has the same meaning throughout;
  • a reference to “dollars” or “$” is to an amount in Australian currency.
  • all headings throughout these Terms and Conditions have been inserted for the purpose of ease of reference only and will not define, limit or affect the meaning or interpretation of these Terms and Conditions or of any instrument created pursuant to or in accordance with these Terms and Conditions.