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Account and project management 1

Doing Business with Moreton Hire

Supplier Terms

Suppliers are advised to carefully read the following terms and conditions (“Terms”) which comprise the Terms on which Moreton Hire contracts with Suppliers for the supply to Moreton Hire of goods and services (“Services”).

1. Supplier Accepts Terms

1.1. The Supplier acknowledges, agrees and irrevocably accepts that on the earlier of the Supplier signing Moreton Hire’s Supplier Information Form or providing Services to Moreton Hire that these Terms shall apply to the provision of the Services and that the Supplier has read, understood and accepts these Terms.

2. These Terms to Apply Notwithstanding Anything Else

2.1. These Terms are paramount and shall prevail and have priority over any terms of the Supplier or any understanding of the Supplier

3. Variation to Terms

3.1. These Terms can only be varied by written document signed by Moreton Hire (by an individual noted as an “Authorised Signatory”) and the Supplier with that written document expressed specifically to be a variation of these Terms.

4. Payment Conditions

4.1. Moreton Hire shall only be responsible for Services and will only pay for Services where:-

      1. 4.1.1. Services are supplied pursuant to a Moreton Hire Purchase Order containing a Purchase Order Number; and
        4.1.2. Delivery dockets are provided to Moreton Hire for each delivery of goods (where they comprise the Services) such docket containing at least all of the following:

        1. (a) the Moreton Hire Purchase Order Number;
          (b) where the Services comprise goods, the description and quantity of the goods;
          (c) any other information which Moreton Hire may reasonably require

4.2. Supplier tax invoices are inoperative and of no effect unless they are emailed to the email address nominated by Moreton Hire on its Purchase Order Form.

4.3. Subject to these Terms, payment of a complying and valid Supplier’s tax invoice will be made by Moreton Hire no later than sixty (60) days from the end of the month in which the Supplier’s complying and valid tax invoice is delivered to Moreton Hire.

4.4. Where Moreton Hire disputes the amount or amounts contained in a Supplier’s tax invoice then:

      1. 4.4.1. Moreton Hire will pay that part of the Supplier’s tax invoice which is not in dispute;
        4.4.2. Moreton Hire and the Supplier will act reasonably to resolve the dispute in a timely manner;
        4.4.3. If on resolution of the dispute Moreton Hire is to pay any additional amount to the Supplier to that referred to in Clause 4.3.1 then Moreton Hire will make the payment within fourteen (14) days of the resolution without, for the sake of clarity, any obligation to pay interest or any other charge or expense in relation to the additional amount.

4.5. Moreton Hire may reduce any payment due to a Supplier under these Terms by any amount the Supplier owes to Moreton Hire.

4.6. Title in all goods included in the Services shall vest in Moreton Hire when delivered to Moreton Hire in accordance with Moreton Hire’s Purchase Order Form.

    1. Supplier Obligations

5.1 The Supplier must:

      1. 5.1.1. act in a lawful, competent, professional and timely manner;
        5.1.2. obtain at its expense, any necessary licenses, permits, qualifications, certificates, registrations and other statutory requirements necessary for the performance of the Services;
        5.1.3. avoid and disclose any potential or actual conflict with Moreton Hire;
        5.1.4. ensure that they do not conduct themselves in a manner which may cause damage to Moreton Hire’s business or reputation;
        5.1.5. comply with all laws, ordinances and by-laws relating to the possession, use or maintenance of equipment, including registration and/or licensing requirements, if any;
        5.1.6. immediately notify the Moreton Hire representative noted on the Purchase Order Form in writing if it is unable to supply the Services (or any part of them) in the manner set out in the Purchase Order Form. In the event that written notification is not received by Moreton Hire within two (2) business days of the receipt of the Purchase Order Form by the Supplier the Supplier shall be deemed to have accepted the contents of the Purchase Order Form including all dates and time limits referred to in it;
        5.1.7. immediately notify Moreton Hire in writing if the Supplier proposes to entice or encourage an employee of Moreton Hire to leave the employment of Moreton Hire.
    1. Supplier’s Warranties

6.1. The Supplier represents and warrants that, in providing the Services, it and its directors, officers, employees, agents and contractors (“Personnel”):

      1. 6.1.1. will exercise reasonable care, diligence and skill;
        6.1.2. will ensure the Services are fit for the purpose required by Moreton Hire and in addition to any other rights Moreton Hire may have the Supplier will, if requested by Moreton Hire, at the Supplier’s cost rectify any defect with respect to any goods (whether title in those goods has passed or not) or any part of the Services within a timeframe nominated by Moreton Hire;
        6.1.3. will act in good faith;
        6.1.4. have the authority, skills, qualifications, experience and financial and other resources necessary to perform its obligations and provide the Services;
        6.1.5. the Supplier must co-ordinate the Services required to be performed on the site with the activities of Moreton Hire and Morton Hire’s Personnel and any other contractors on site and the Supplier will have no entitlement to claim for doing so or for any impact or any interference caused to the Supplier or that part of the Services required to be performed on the site by any person on the site. The Supplier will follow the reasonable direction of Moreton Hire staff including project managers in providing the Services;
        6.1.6. will follow the reasonable direction (if any direction is given) of any staff that clients of Moreton Hire may give whilst performing the Services provided it is first confirmed in writing with Moreton Hire’s nominated representative that it is in order to do so and will be solely responsible for any delays and/or additional costs occasioned by following those directions;
        6.1.7. will supply the Services:-

        1. on the dates and at the times stipulated on the Moreton Hire Purchase Order Form and in the quantities and quality stipulated on the Purchase Order Form and in this respect time will in all respects be the essence of these terms;
 supplying at its own expense all labour, plant, tools, equipment, appliances, consumables, spare parts and any other property the Supplier requires to satisfy its obligations under the Purchase Order Form;
 package any goods comprising the Services safely and securely so as to prevent damage during transit. Risk of loss or damage to the goods comprising the Services shall pass to Moreton Hire when the goods have been delivered to Moreton Hire in accordance with the Moreton Hire Purchase Order Form and in the condition fit for the purpose required by Moreton Hire;
 clearly labelling all goods comprising the Services as the property of Moreton Hire so that the ownership and intended recipient of the goods is demonstrably Moreton Hire without having to remove any of the packaging.

6.2. The Supplier acknowledges and agrees that it is an essential and fundamental requirement of Moreton Hire that Moreton Hire maintains its reputation and goodwill with clients and accordingly Moreton Hire may direct the Supplier to remove from a site or from an activity in respect to the Services any of the Supplier’s Personnel who Moreton Hire believe is incompetent, negligent or guilty of misconduct or any other reason notified by Moreton Hire to the Supplier in writing. On receipt of a request to remove any of the Supplier’s Personnel it shall be the responsibility of the Supplier to source replacement Personnel necessary to undertake the Services.

    1. Termination by Moreton Hire for Default

7.1. Where the Supplier is in breach of any of these Terms in addition to any rights Moreton Hire may have for such breach the Supplier acknowledges that Moreton Hire may elect to do any one or more of the following:

      1. 7.1.1. immediately terminate all or any of the Services referred to in any Purchase Order Form;
        7.1.2. return at the Supplier’s expense any goods included in the Services irrespective of whether or not title in those goods has passed to Moreton Hire without any obligation to pay for the goods so returned;
        7.1.3. either perform itself or engage a third party to undertake all Services required to satisfy Moreton Hire’s requirements with respect to any Purchase Order Form;
        7.1.4. demand the Supplier continue to supply those parts of the Services not terminated pursuant to Clause 7.1.1;
        7.1.5. demand the Supplier return all Moreton Hire property to it and that the Supplier remove all of the Supplier’s property from the site nominated by Moreton Hire and otherwise leave the site in a clean, tidy and safe condition;
        7.1.6. claim from the Supplier any loss, damage or expense (including any legal expenses) caused to Moreton Hire by the breach of these Terms;
        7.1.7. demand from the Supplier or offset from any amount owed to the Supplier (whether for these Services or any other Services provided by the Supplier) an amount Moreton Hire considers a reasonable estimate of its claim referred to in Clause 7.1.6 until the quantum of such claim is determined by agreement between Moreton Hire and the Supplier or determined by an appropriate court or tribunal.

7.2. The Supplier shall be deemed to be in default under the Terms if the Supplier becomes insolvent, commits an act of bankruptcy, enters into administration or has a liquidator, receiver, manager or controller or any other external administrator appointed to it or over its assets.

    1. Termination without default by the Supplier

8.1. Moreton Hire reserves the right to cancel all or any part of the Services referred to in a Purchase Order Form in its absolute discretion by written notice (“Notice”) to the Supplier provided however if it does so Moreton Hire must pay the Supplier for those Services provided up to the date of the Notice but in no circumstances is Moreton Hire responsible for loss such as loss of business opportunity, loss of profit or anticipated profit, loss of goodwill or loss arising from reputational damage or loss arising from business interruption or any similar loss.

    1. Insurance

9.1. The Supplier must, at its own cost, effect and maintain and cause to be maintained insurance as follows:

      1. 9.1.1. Worker’s Compensation insurance as required under the legislation in any State or Territory of Australia to cover all personnel engaged in providing the Services;
        9.1.2. Public Liability Insurance for at least the sum of $20,000,000.00 for any one occurrence;
        9.1.3. where stipulated by Moreton Hire Professional Indemnity Insurance for at least the sum of $20,000,000.00 for any one occurrence to be maintained during the term of supplying the Services and six (6) years after that term.

9.2. If requested by Moreton Hire the Supplier must provide evidence of the insurances to the satisfaction of Moreton Hire;

9.3. The Supplier shall indemnify Moreton Hire for any deficiencies in the coverage or policy limits of the insurance policies effected and maintained and for any worker’s compensation claim involving the Supplier’s personnel.

    1. Indemnity

10.1. The Supplier releases and indemnifies Moreton Hire and its Personnel (“those indemnified”) against any loss, liability, damage, claims, injury (including disease or illness), death expenses (including legal expenses or costs) (“Loss”) which those indemnified sustain or incur in connection with:

      1. 10.1.1. any act, error or omission by the Supplier or its Personnel whether negligent, willful or otherwise; and
        10.1.2. any claim made by or on behalf of a third party in relation to or arising out of performance of the Services.

10.2. Moreton Hire will not be liable to the Supplier or any of its Personnel for any Loss sustained by any person except to the extent that Loss is directly caused by Moreton Hire and naturally flows in the normal course of events from the occurrence of the event giving rise to liability for such Loss.

    1. Workplace Health and Safety

11.1. The Supplier acknowledges that it has obligations under the Work Place Health and Safety Act 2001 (Qld) to persons that could be affected by the conduct of its business and/or the performance of the Services and undertakes to comply with all of those obligations and without limiting the generality of the foregoing the Supplier will:

      1. 11.1.1. take all reasonable care to provide and maintain a workplace free of accidents and injuries and carry out the Services in a way that is without risk to the health, safety and welfare of any person;
        11.1.2. comply with and do all things necessary to enable Moreton Hire to comply with all legislative requirements, policies and plans relating to workplace health and safety;
        11.1.3. comply with all lawful directions issued by any person with control of the applicable part of the Site pursuant to any legislative requirements relating to workplace health and safety;
        11.1.4. provide its Personnel with personal protective equipment, information, instruction, training and supervision to ensure their own health and safety and to ensure that their acts or omissions do not adversely affect the health and safety of others;
        11.1.5. provide, when requested by Moreton Hire, evidence of its compliance with any legislative requirements relating to workplace health and safety;
        11.1.6. immediately notify Moreton Hire of any accidents involving its Personnel;
        11.1.7. cooperate in any investigations relating to workplace incidents.
    1. General

12.1. Records
The Supplier must maintain during the Term and, unless otherwise notified by Moreton Hire, for 7 years after the Term, complete and accurate records relating to the performance of its Services.

12.2. Confidentiality, privacy and publicity
The Supplier must not disclose to any third party or use for its own advantage any confidential information obtained during the course of provision of the Services unless the disclosure is:

      1. 12.2.1. required by law; or
        12.2.2. with the written consent of the party who owns the information; and
        12.2.3. with the prior written consent of Moreton Hire.

12.3. Subcontracting
The Supplier must not subcontract its rights or obligations under this Agreement without the prior written consent of Moreton Hire.

12.4. Assignment
The Supplier cannot assign their rights or obligations under this Agreement without first notifying Moreton Hire in writing of an intention to assign and obtaining the consent in writing of Moreton Hire which can refuse its consent in its absolute discretion. In addition on receipt of the notice Moreton Hire may immediately terminate and cancel all or any part of the Services pursuant to Clause 8 of these Terms. For the sake of clarity reference to “assign” means a change to the Supplier whether in ownership or management considered by Moreton Hire to amount to a change in control of the Supplier.

12.5. Governing Law
This Agreement is governed by and is to be construed in accordance with the law applicable in Queensland.

12.6. Relationship
The Supplier is an independent contractor appointed by Moreton Hire from time to time to provide Services. These Terms or any Purchase Order Form do not create a relationship of employer and employee, principal and agent or partnership between the Supplier and Moreton Hire. The Supplier is responsible for all acts or omissions of its Personnel and is responsible for the payment of all amounts related to the engagement of its Personnel including wages, leave, statutory entitlements and superannuation.

12.7. Entire Agreement
These Terms together with the Moreton Hire Purchase Order Form and any other document referred to in Moreton Hire’s Purchase Order Form together with its annexures and schedules, is the entire agreement for the Services. All representations, communications and prior agreements in relation to the Services are merged in and superseded by the agreement.

Effective as at 1 March 2019