Terms and Conditions of Purchase Orders

1.       THE SUBCONTRACT WORKS

a)      The Subcontractor must complete the Works within the times required by the Program in a proper, professional and diligent manner to the satisfaction of Fire Matrix Pty Ltd in accordance with the Subcontract and all applicable Legislative Requirements.

b)     Where Fire Matrix Pty Ltd is engaged on the Project by a Head Contract Agreement (“Head Contract”) with a Principal, the Subcontractor acknowledges that it has been made aware of the terms of that Head Contract and a copy shall be made available at Fire Matrix Pty Ltd’s Head Office for review by the Subcontractor upon request by the Subcontractor.

c)      The Subcontractor warrants that it will not do, or omit to do, anything that may put Fire Matrix Pty Ltd in breach of the Head Contract.

d)     The Subcontractor indemnifies Fire Matrix Pty Ltd against all costs, expenses and other losses or damages that Fire Matrix Pty Ltd might incur, whether under the Head Contract or otherwise, as a result of any action or omission of the Subcontractor.

e)     Notwithstanding any information, calculations, data, or design included within the Subcontract Documents or any information provided by Fire Matrix Pty Ltd, the Subcontractor acknowledges that its Subcontract Sum and any program includes all amounts and allowances necessary to enable the Subcontractor to construct and complete the Works in accordance with the objectives and requirements of the Subcontract, including any relevant parts of the Head Contract, and any and all applicable Legislative Requirements.

f)      The Subcontractor shall coordinate with other related services and contractors such as electrical, plumbing and building management etc., so that works can continue without interference or disruption.

g)      The Subcontractor shall allow for the provision of all necessary plant, labour and materials as required to continue existing services to those parts of the Site remaining in service during the Works.

Subcontractor to provide Program

The Subcontractor shall, within 5 Business Days of signing the Subcontract, provide Fire Matrix Pty Ltd with a program, coordinated with Fire Matrix Pty Ltd’s program, setting out the relevant items of work, including any stages, and the dates by which the Subcontractor will complete the relevant items of work.

Discrepancies and/or Ambiguities

a)      If the Subcontractor considers there is a discrepancy, ambiguity or error between or in any of the documents comprising this Subcontract then it must immediately (and in any case within 2 Business Days) provide Fire Matrix Pty Ltd with written notification of the discrepancy, ambiguity or error and not attempt to resolve the discrepancy ambiguity of discrepancy without a direction from Fire Matrix Pty Ltd.

b)     Fire Matrix Pty Ltd will direct the Subcontractor how the discrepancy, ambiguity or error is to be resolved and the Subcontract must comply with that direction on the works to be performed at the Subcontractor's cost. The direction shall not be a Variation Direction under this Subcontract.

2.        WORK PRIOR TO DATE OF CONTRACT

Where, prior to the date of the Subcontract, the Subcontractor has performed any work in connection with the Subcontract or the Works:

a)      such work is deemed to have been performed by the Subcontractor pursuant to this Subcontract: and

b)     any payment made by Fire Matrix Pty Ltd to the Subcontractor for that work is deemed to have been made pursuant to this Subcontract.

3.       COMPLETION AND EXTENSIONS OF TIME

a)      The Subcontractor shall complete the works by the Date for Practical Completion and, where required by the Subcontract, the Date for Practical Completion of each stage.

b)     The Subcontractor warrants that the Subcontract Sum and the Subcontractor’s Program include all allowances, costs, losses and damages for delay, disruption, acceleration and changes to program under the Subcontract caused or contributed by Fire Matrix Pty Ltd, the Principal, other Contractors, authorities, or neighbours to the site.

c)      The Subcontractor acknowledges and agrees that it has no entitlement to claim and is barred from making any claim against Fire Matrix Pty Ltd for any allowance, cost, loss, damages or quantum meruit arising from or connected to any delay, disruption, acceleration or changes to the Program under the Subcontract or otherwise at law or in equity.

Notifying Delays & Claiming Extension of Time

a)      The Subcontractor must notify Fire Matrix Pty Ltd in writing within 3 Business Days of becoming aware of anything that will possibly delay the progress of the Works.

b)     The Subcontractor must within 3 Business days of both the start and end of any delay to the progress of the Works notify Fire Matrix Pty Ltd of the estimated and actual period of delay and the portion of that period for which the Subcontractor claims it is entitled to an extension of the time for Practical Completion.

c)      Subject to the Subcontractor’s strict compliance with the requirements of clauses 3(d) and 3(e), Fire Matrix Pty Ltd, acting reasonably and in good faith shall allow an extension of time for:

                   i.            a Variation that extends the Date for Practical Completion;

                  ii.            any delay to the Date for Practical Completion of the Works which are due solely to an act or omission of Fire Matrix Pty Ltd; or

                iii.            an event affecting the Works for which Fire Matrix Pty Ltd has been granted an extension of time under the Head Contract

d)     Fire Matrix Pty Ltd may (but is not obliged to) from time to time and at any time (before or after the Date of Practical Completion) extend the Date for Practical Completion.

Liquidated Damages

If the Subcontractor fails to reach Practical Completion by the Date for Practical Completion for the Works or any stage, then the Subcontractor must pay or allow by way of liquidated damages the sum stated at Item 7 of the Subcontract Details for each day until Practical Completion or termination of the Subcontract.

4.       VARIATIONS TO THE WORK

a)      Fire Matrix Pty Ltd may at any time prior to the Date for Completion, issue the Subcontractor with a written direction to carry out a Variation to the Works (“Variation Direction”) and the Subcontractor must comply with that direction

b)     The Subcontractor shall not vary the Works unless it is given a written direction identified as being a Variation Direction to do so by Fire Matrix Pty Ltd.

c)      If the Subcontractor considers that any direction not identified as a Variation Direction requires a Variation to the Works, the Subcontractor must notify Fire Matrix Pty Ltd in writing within 3 Business Days.

d)     The Subcontract Sum will be adjusted by the value of any Variation agreed between Fire Matrix Pty Ltd and the Subcontractor, or, failing such agreement, the value reasonably determined by Fire Matrix Pty Ltd.

e)     If the Subcontractor does not dispute the value determined by Fire Matrix Pty Ltd within 10 Business Days that value shall be final and binding.

f)      Fire Matrix Pty Ltd may at its option have a Variation carried out by another Subcontractor, in which case the Subcontractor will allow access to such a person and its employees as required.

g)      The Subcontractor shall have no entitlement to payment for, and is barred from claiming payment for, any work additional to the Works that is carried out without a Variation Direction.

5.        INSPECTIONS AND SITE MEETINGS

a)      The Subcontractor must comply with Fire Matrix Pty Ltd’s directions regarding inspections of the Works and must be available to attend site meetings relevant to the Works as reasonably required by Fire Matrix Pty Ltd.

b)     Works detailed in progress claims must be inspected by Fire Matrix Pty Ltd before payment will be issued and a final inspection of all Works will also be carried out by Fire Matrix Pty Ltd upon completion and before final payment will be authorised.

c)      The parties are to use site meetings as a means of settling issues such as variations and compliance with or adjustment of construction timetables.

6.       PAYMENT CLAIMS AND PAYMENT TERMS

a)      The Subcontractor may make a payment claim by email addressed to info@Fire Matrix Pty Ltdfire.com.au on after the Reference Date.

b)     The Subcontractor acknowledges and agrees that any payment claim that is not made in accordance with clause 5(a) will not be validly served under the Subcontract or the SoP Act.

c)      If there is no Reference Date set out in the Subcontract Details, then the Reference Date shall be the last day of each calendar month.

d)     The payment claim must identify and relate to the work actually done by the Subcontractor and must properly value the work with reference to the Subcontract Sum, the Lump Sum and or Schedule or Rates and the work done.

e)     The Subcontractor acknowledges and agrees that it will not include an amount for a variation in any payment claim unless the value of the variation has previously been agreed in writing between the Fire Matrix Pty Ltd and the Subcontractor or determined by Fire Matrix Pty Ltd in accordance with Clause 4(d).

f)      Fire Matrix Pty Ltd shall provide a payment schedule to the Subcontractor within 10 Business Days of receipt of the payment claim setting out the adjusted Subcontract Sum, value of Variations and back charges, value of the constructed works, and the amount to be paid and any reasons why that amount is less than the amount claimed.

g)      Materials, plant, equipment and services for this Project are subject to Goods and Services Tax.

h)     Fire Matrix Pty Ltd and the Subcontractor agree that

                   i.            Fire Matrix Pty Ltd is entitled to and will issue Recipient Created Tax Invoices in respect of the Works; and

                  ii.            The Subcontractor will not issue Tax Invoices in respect of the Works.

7.       PAYING A PAYMENT CLAIM

a)      Fire Matrix Pty Ltd is to pay to the Subcontractor the amount properly due in accordance with the Subcontract at the times provided for by the Subcontract.

b)     It is a pre-condition to the Subcontractor’s entitlement to payment that it delivers to Fire Matrix Pty Ltd: -

                   i.            A Subcontractor’s Statement in the form of Form 6 detailing all the works carried out, signed by the director of the Subcontractor that no wages or other payments such as workers’ compensation or payroll tax are due and owing in respect of the works as at the date of payment;

                  ii.            A copy of the Subcontractor’s current Public & Product Liability Insurance and Workers Compensation Insurance; and

                iii.            Any certificate or warranty required in relation to the work.

8.       SECURITY OF PAYMENT

a)      The Subcontractor must ensure that Fire Matrix Pty Ltd immediately receives a copy of any written (including electronic) communication the Subcontractor delivers or causes to be delivered, or which the Subcontractor receives from any other party in relation to the Building and Construction Industry Security of Payment Act ("SoP Act").

b)     If the Subcontractor makes an application under the SoP Act for adjudication, the parties acknowledge and agree that the Authorised Nominating Authority shall be the New South Wales Chapter of the Resolution Institute.

9.       RETENTION

a)      Fire Matrix Pty Ltd may retain ten percent (10%) of monies becoming due under the Subcontract until the sum retained is equal to five percent (5%) of the Subcontract Sum.

b)     Subject to Fire Matrix Pty Ltd’s right to set off, or back charge, one half of any monies so retained will be released on the Date of Practical Completion of the Works or when Fire Matrix Pty Ltd takes over the works whichever is the earlier.  

c)      The balance of any retention money will be released within 10 Business Days after Fire Matrix Pty Ltd reaches Practical Completion under the Head Contract.

10.     HOURS OF WORK

No part of the Works is to be executed outside the site working hours directed by Fire Matrix Pty Ltd, or without Fire Matrix Pty Ltd’s prior written consent.

11.    OCCUPATIONAL HEALTH AND SAFETY OBLIGATIONS AND REGULATIONS

a)      The Subcontractor must establish and maintain a work procedure which ensures workplace safety for the Subcontractor, its employees and any other person on the site under its direction. This includes a duty to inspect and ensure any equipment is fit for its purpose. Fire Matrix Pty Ltd is entitled to receive a copy of the Subcontractor's site safety plan. Subcontractor personnel must familiarise themselves with the emergency and OH&S procedures of the Site, locations of site/management offices, sign in/sign out, first aid and emergency assembly points in lieu of any site inductions.

b)     The Subcontractor if required, is to give all necessary authorities notices, pay any fees relevant to the Subcontractor's work and will comply with all relevant Legislative Requirements.

c)      Should the Subcontractor or its employees or any secondary subcontractor be permitted to use any scaffolding or equipment belonging to or provided by Fire Matrix Pty Ltd or the Principal then such use is on the express condition that neither Fire Matrix Pty Ltd nor the Principal provide any warranty as to the suitability of the scaffolding or equipment and neither Fire Matrix Pty Ltd nor the Principal accept any liability with respect to such use.

12.     SUB-CONTRACTING

a)      The Subcontractor cannot assign this Subcontract or subcontract any portion of the Works without the written consent of Fire Matrix Pty Ltd and in the event that such consent is given, the Subcontractor remains responsible for the Works.

b)     The Subcontractor shall engage, where applicable, specialist Contractors to be nominated at the time of signing this Subcontract or demonstrate to the satisfaction of Fire Matrix Pty Ltd that the Subcontractor has the necessary specialist expertise.

13.     CONDUCT OF SUBCONTRACTOR’S STAFF

a)      The Subcontractor must ensure that its personnel are professional, courteous and responsive to tenants, customers and visitors to the Site

b)     The Subcontractor must not replace permanent personnel with casual employed personnel except with the written permission of Fire Matrix Pty Ltd.

c)      Fire Matrix Pty Ltd may direct the Subcontractor to remove from the Site and the Works any person employed by the Subcontractor who Fire Matrix Pty Ltd considers is incompetent or misconducts themselves or represents a potential danger or threat to the health and safety of others.

14.    SITE CLEANLINESS

a)      The Subcontractor must keep the work site clean and tidy, properly dispose of all rubbish and maintain the Site to a high standard of at all times.

b)     If the Subcontractor fails to maintain the Site to the required standard of cleanliness, Fire Matrix Pty Ltd may arrange to have the Site cleaned and the costs incurred by Fire Matrix Pty Ltd will be a debt due and payable from the Subcontractor to Fire Matrix Pty Ltd.

c)      The Subcontractor shall ensure that all dust and other air borne particles that may be generated from its works are minimised by the use extraction or other suitable control measures.

d)     On completion of the works the Subcontractor will remove all its plant and equipment and leave the works clean tidy and safe ready for immediate use or occupation.

e)     If the Subcontractor fails to do so, Fire Matrix Pty Ltd, after providing the Subcontractor with not less than 4 hours notice, may carry out the work necessary to achieve this outcome and all costs incurred by Fire Matrix Pty Ltd will be a debt due and payable by the Subcontractor to Fire Matrix Pty Ltd.

15.    SITE SAFETY

The Subcontractor shall:

a)      Comply with all applicable Legislative Requirements and shall carry out the Works in accordance with the WHS Legislation and Fire Matrix Pty Ltd’s site specific WH&S requirements;

b)     Provide Safe Work Method Statements (SWMS) complying with the requirements of the NSW Government Guidelines at least seven days prior to commencement of work activities. All workers are to sign in under this SWMS. If new activities arise, work methods or tools are to be adopted or if new risks arise the SWMS must be updated to reflect the changes and all workers are to be re inducted into this SWMS prior to exposure to that change;

c)      Ensure (at the cost of the Subcontractor) all employees and personnel, including secondary subcontractors attend site, company and project inductions and re-inductions (including Fire Matrix Pty Ltd, Building Management and other inductions directed by Fire Matrix Pty Ltd) prior to commencing work on & off site;

d)     Ensure that the Subcontract Sum includes costs for site amenities and security cards for all personnel associated with the Works;

e)     Carry out the Works safely, including ensuring that all persons undertaking Works are competent to do so under all applicable legislation and regulations, and shall keep the Site clean and tidy at all times;

f)      Comply with all safety directions issued by Fire Matrix Pty Ltd either verbally or in writing. Fire Matrix Pty Ltd will monitor the safety performance of all Subcontractors and shall have the right to remove personnel from the Project who do not comply with any safety requirements; and

g)      Report all incident, dangerous occurrences and Workcover Notices to Fire Matrix Pty Ltd’s site foreman or project manager

16.    PLANT, EQUIPMENT, MATERIALS AND SCAFFOLD

a)      All plant and equipment used by the Subcontractor on the Project shall comply with applicable Legislative Requirements.

b)     All plant and equipment used by the Subcontractor on the Project shall be appropriately inspected and maintained, certified for use and must be provided with instructions for use and Fire Matrix Pty Ltd accepts no liability for losses incurred from plant and equipment being stood down due to nonconformance to the above requirements.

c)      If the Subcontractor is required to perform hot works, including but not limited to spark producing tools, it must provide adequate fire protection.

d)     The Subcontractor is permitted to use scaffolding, plant or equipment provided by Fire Matrix Pty Ltd on the express condition that it is used and stored in a safe manner and that prescribed training has been undertaken by the Subcontractor and its personnel prior to use.

e)     Fire Matrix Pty Ltd accepts no liability for negligent use, including un-authorised modification, of equipment provided by Fire Matrix Pty Ltd for use by the Subcontractor.

f)      Scaffolds over 4m are to be erected/modified by a qualified scaffolder. Scaffolds up to 4m may be erected/ modified by competent personnel in accordance with current codes of practice. All scaffolds are to have appropriate handrails, kick boards and access ladders in place whilst in use. The Subcontractor warrants that all scaffolding or height access provisions (if required) have been allowed for in the Subcontract sum.

g)      Materials supplied to the Subcontractor by Fire Matrix Pty Ltd must be signed for by the Subcontractor on receipt, stored in secure locations and risk in those materials will be the sole responsibility of the Subcontractor until such time as the work has been deemed compliant and complete.

17.    INDUSTRIAL RELATIONS

a)      Fire Matrix Pty Ltd is responsible for the overall management of industrial relations on the Project in a manner that is consistent with the objectives of the Commonwealth industrial law and the National Code of Practice for the Construction Industry ("the Code").

b)     The Subcontractor (and any secondary subcontractors engaged by the Subcontractor) must comply at all times with the Code and must allow Fire Matrix Pty Ltd sufficient access to accurately assess the Subcontractor's compliance.

c)      The Subcontractor must also comply with any directions made by Fire Matrix Pty Ltd regarding industrial relations and bear any losses, costs, expenses or damages incurred by any person arising out of the Subcontractor's failure to comply with the Code or Fire Matrix Pty Ltd’s directions.

d)     No less than seven (7) days prior to mobilisation of labour to site, the Subcontractor must provide a copy of the applicable industrial instrument and any unregistered agreement for review in order to demonstrate Code compliance, including copies of any new or amended industrial agreement proposed to be implemented through the course of the Works.

e)     The Subcontractor is responsible for industrial relations matters concerning its personnel and must comply with all relevant industrial agreements or other Legislative Requirements and must ensure equal opportunity for all its employees.

18.    DAMAGE AND DEFECTS

a)      The Subcontractor will pay to Fire Matrix Pty Ltd the cost of making good any damage or accident claims related to the Works or the work of any other Subcontractor caused by the Subcontractor or its employees or secondary subcontractors.

b)     The Subcontractor shall protect (and maintain the protection of) the Works until Practical Completion is achieved and thereafter maintain and make good all defects that may appear in the Works prior to the expiration of Fire Matrix Pty Ltd’s Defects Liability Period under the Head Contract.

c)      Corrective or remedial work must be undertaken in a timely manner to the satisfaction of Fire Matrix Pty Ltd and the Principal.

d)     If corrective or remedial work needs to be carried out urgently or the Subcontractor fails or refuses to do such works within the time required, Fire Matrix Pty Ltd will undertake the necessary work and attend to the same as a matter of urgency.

e)     A failure to comply with the above requirements will entitle Fire Matrix Pty Ltd to withhold payment and arrange for other parties to carry out the work. The costs and a percentage mark up of 15% for Fire Matrix Pty Ltd administration may be deducted from any monies due or becoming due (including security) to the Subcontractor

f)      The Subcontractor must satisfy itself that the Works are completed in a workmanlike manner and warrant in writing that the Works shall:

                   i.            Be free from liens, charges, encumbrances, mortgages or other defects in title.

                  ii.            Be free from defects (materials and workmanship).

                iii.            Be compliant with all relevant Australian Standards & Building Codes.                         

                iv.            Conform to the terms and conditions of this Subcontract.

g)      The Subcontractor will be responsible for the re-supply and re-installation of materials installed in a non-compliant application be it Fire Doors, Hardware, or other products and materials supplied by Fire Matrix Pty Ltd.

h)     The Subcontractor must notify Fire Matrix Pty Ltd immediately and, in any case, no later than 24 hours after the Subcontractor becomes aware of any installation that is likely to be non-compliant and the Subcontractor has no entitlement to payment until the relevant item has been made compliant.

19.      INSURANCE AND INDEMNITY

a)      The Subcontractor must insure against liability at common law and under the Workers' Compensation Act in respect of any person employed by the Subcontractor in or about the execution of the works or in respect of whom the Subcontractor may be or become liable whether employed by it or not.

b)     The Subcontractor must also insure against liability to third persons or in respect of the property of third persons in an amount satisfactory to Fire Matrix Pty Ltd.

c)      The Subcontractor must obtain the insurance required by the Subcontract Details and must provide Fire Matrix Pty Ltd with copies of the relevant policies,  current for the period of time when works are to be carried out by the Subcontractor.

d)     The Subcontractor is not entitled to rely upon or call on the insurance of Fire Matrix Pty Ltd regarding the Subcontractor's work.

e)     The Subcontractor shall indemnify Fire Matrix Pty Ltd against:

                 i.              Loss, costs of or damage to property of Fire Matrix Pty Ltd, including existing property in or upon which the work under the Subcontract is being carried out; and

               ii.              Claims by any person against Fire Matrix Pty Ltd in respect of personal injury or death or loss, costs of or damage to any property, arising out of or as a consequence of the carrying out by the Subcontractor of the work under the Subcontract, but the Subcontractor's liability to indemnify Fire Matrix Pty Ltd shall be reduced proportionally to the extent that the act or omission of Fire Matrix Pty Ltd, or the employees or agents of Fire Matrix Pty Ltd contributed to the loss, damage, death or injury.

f)      The Subcontractor indemnifies and agrees to keep indemnified Fire Matrix Pty Ltd from and against all losses, damages, payments, costs or expenses whatsoever suffered or incurred by Fire Matrix Pty Ltd and caused or contributed to by an industrial dispute involving the Subcontractor’s personnel.

20.    TERMINATION OF HEAD CONTRACT

a)      Should the Head Contract be terminated for any reason, Fire Matrix Pty Ltd may terminate this Subcontract immediately by written notice to the Subcontractor.

b)     Fire Matrix Pty Ltd is liable to reimburse the Subcontractor only for work already carried out and any expense incurred directly in connection with the construction of the works before the date on which the Subcontract is terminated

c)      The Subcontractor acknowledges and agrees that, in the event of termination, it is not entitled to recover loss of profit for any work not completed.

21.    DEFAULT

a)      If the Subcontractor commits an act of default including but not limited to:

                   i.            The Subcontractor wrongfully suspends the all or part of the Work before the date of practical completion;

                  ii.            The Subcontractor fails to proceed with the Works with reasonable diligence, properly resourced with staff and materials or in a competent and professional manner;

                iii.            The Subcontractor enters administration or liquidation;

                iv.            The Subcontractor fails to comply with a notice from Fire Matrix Pty Ltd requiring it to remove and replace defective work or improper equipment or materials from the works; or

                  v.            The Subcontractor commits a breach of the Subcontract or is negligent

THEN Fire Matrix Pty Ltd may elect by notice in writing to:

1.          Take works or part of the works out of the hands of the Subcontractor and have those works completed by others at the cost of the Subcontractor or;

2.          Terminate this Subcontract effective immediately.

Such election will not prejudice any right of Fire Matrix Pty Ltd to recover from the Subcontractor damages for any breach.

22.    DISPUTE RESOLUTION

a)      If any dispute or difference ("dispute") concerning this Agreement arises between Fire Matrix Pty Ltd and the Subcontractor, then either party must give the other written notice of the dispute setting out details of the dispute, all the entitlements giving rise to the dispute, and the factual matters relevant to the dispute.

b)     Within five (5) Business Days after the giving of such a notice of dispute the parties must confer at least once to attempt to resolve the dispute or to agree on a method of resolving the dispute by other means such as mediation, expert determination, arbitration or litigation.

c)      At any such conference each party must be represented by someone having the authority to settle the dispute.

d)     If the dispute has not been resolved within 10 Business Days of the notice of dispute Fire Matrix Pty Ltd may refer the dispute to litigation.

23.    NOTICES

a)      A notice is deemed to have been given and received if delivered to;

                   i.            The addresses set out in the Subcontract Details or the addresses last communicated in writing by Fire Matrix Pty Ltd and/or the Subcontractor; or

                  ii.            the facsimile numbers set out in the Subcontract Details or alternate number as advised in writing;

                iii.            And will be served on the earliest date of:

1.        Actual receipt;

2.        Confirmation of correct transmission of fax

b)     Except for payment claims made under Clause 6, email is not a valid form of service and/or communication for any notices under this Subcontract.

24.     APPLICABLE LAW

This Agreement is governed by the laws of the State or Territory of Australia in which the Site is located.

25.    CONFIDENTIALITY

a)      The Subcontractor shall keep all aspects of this Subcontract and all matters arising from the Works confidential and shall not disclose these details to any third party except to the extent necessary to perform this Subcontract or as required by Law, or with the written consent of Fire Matrix Pty Ltd. This obligation shall be a continuing obligation and shall survive the completion or termination of this Subcontract.

b)     The Subcontractor shall not duplicate copy or reproduce in any form part or whole of the drawings and associated documentation that makes up the Subcontract Documents.

c)      The Subcontractor shall not issue or disclose information associated with the above-mentioned documentation to any third person who is not engaged to provide work or equipment related to the Works.

d)     The Subcontractor must not, without the prior written consent of Fire Matrix Pty Ltd, advertise or publish in any manner the fact that the Subcontractor has contracted with Fire Matrix Pty Ltd for the performance of the Works.

26.     APPROVALS

This Subcontract is subject to the Subcontractor gaining full approval of the proposed system prior to commencing work. Fire Matrix Pty Ltd will not be liable for any costs whatsoever if the system proposed by the Subcontractor is not approved.

27.     DRAWINGS AND DOCUMENTATION

As-built drawings shall be submitted after completion of each floor, level, section or other relevant stage of the Works.

28.     FACTORY TESTING AND CERTIFICATION

a)      The Subcontractor warrants that is has allowed for factory testing using testing procedures and testing equipment approved by Fire Matrix Pty Ltd.

b)     The Subcontractor is responsible for all costs required to rectify or replace any item that does not satisfy the testing procedures

c)      The Subcontractor must provide Fire Matrix Pty Ltd with warranty certificates, including for labour, as required by Fire Matrix Pty Ltd.

29.    CIVIL LIABILITY ACT

The operation of Part 4 of the Civil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and liabilities of the parties with respect to any matter to which Part 4 of that Act would apply but for this clause.

30.     NATIONAL CODE OF PRACTICE

The Subcontractor must provide Fire Matrix Pty Ltd with evidence of its compliance withtThe National Code of Practice for the Construction Industry (the Code) and the Australian Government Industry Guidelines for the National Code of Practice for the Construction Industry (the Guidelines) prior to commencement of any work.

31.     DEFINITIONS AND INTERPRETATION

Definitions

Business Day means any day other than a Saturday, Sunday or public holiday or the days from the 26th to the 31st of December inclusive;

Date for Practical Completion means the date or dates stated in Item 6 of the Subcontract Details;

Head Contract means the contract between Fire Matrix Pty Ltd and the Principal as amended at the date of execution of the Subcontract.

Legislative Requirements means

(a)    Acts, Ordinances, regulations, orders, awards and proclamations of the Commonwealth and the State of New South Wales;

(b)    local laws, by laws, orders, ordinances and legal requirements of any relevant authority, including local government;

(c)    approvals and requirements of organisations having jurisdiction in connection with the carrying out of the work under the Subcontract; and

(d)    fees and charges payable in connection with the foregoing.

Practical Completion means that stage in the execution of the work under the Subcontract when in Fire Matrix Pty Ltd’s opinion:

(a)     the Works are complete in accordance with the Subcontract except for minor omissions and minor defects:

(i)        that Fire Matrix Pty Ltd considers will not prevent the Works from being reasonably capable of being used for their stated purpose;

(ii)       where Fire Matrix Pty Ltd determines that the immediate making good by the Subcontractor is not practical;

(iii)     the existence and making good of which will not prejudice the safe and convenient use of the Works; and

(iv)     which do not cause any legal impediment to the use or occupation of the Works;

(b)    those tests which are required by the Subcontract to be carried out and passed before the Works reach Completion, have been carried out and passed to Fire Matrix Pty Ltd’s satisfaction

(c)    all warranties, certificates, approvals, permits, as built drawings, operations and maintenance manuals, and other information required under the Subcontract which, in Fire Matrix Pty Ltd’s opinion, are essential for the use, operation and maintenance of the Works or any part of the Works, have been supplied to and approved by Fire Matrix Pty Ltd; and

(d)    to the extent applicable, the Works are compliant with all Legislative Requirements and all required approvals and certificates, including occupancy certificates or permits, have been issued and provided to Fire Matrix Pty Ltd by the Subcontractor.

Principal means the principal, owner or client (as the case may be) of Fire Matrix Pty Ltd under the Head Contract.

Program means the dates or times for completion of the various items of the Works as amended from time to time by Fire Matrix Pty Ltd.

Project means all of the work undertaken by Fire Matrix Pty Ltd for the Principal at the Site and includes the Works.

Site means the place or places described in the Subcontract Details, together with such other places as may be made available to the Subcontractor, from time to time, for the purposes of the Subcontract.

SoP Act means the Building and Construction Industry Security of Payment Act 1999 (NSW).

Subcontract Sum means:

(a)    the lump sum amount set out in the Subcontract Agreement; or

(b)    if rates, the sum of the amounts calculated by multiplying the rate for an item in the Schedule of Rates by the quantity of that item actually directed and performed; or

(c)    if lump sum and rates, the aggregate of the sums referred to in (a) and (b) above,

as may be adjusted from time to time under the Subcontract.

Subcontractor’s Program means the dates or times for completion by the Subcontractor of the various items of the Works.

Variation means any change to the Works or the work under the Subcontract including any addition, decrease, omission, deletion, or removal to or from the Works

WHS Legislation means Work Health and Safety Act 2011 (NSW) and the Work Health and Safety Regulation 2011 (NSW), as amended from time to time.

Works means the work which the Subcontractor is or may be required to execute under the Subcontract and includes Variations, remedial work, Construction Plant and temporary works.

Interpretation

a)        This Subcontract constitutes the entire agreement between Fire Matrix Pty Ltd and the Subcontractor and cancels all previous offers and negotiations in relation to the Works.

b)        Except where expressly agreed by Fire Matrix Pty Ltd in writing, the Subcontractor's tender or offer does not form part of this Subcontract.

c)        In the event that Fire Matrix Pty Ltd fails to exercise a right under this Subcontract or delays the exercise of that right, that omission or delay does not amount to a waiver of any obligation or breach of obligation by Fire Matrix Pty Ltd.

d)        A waiver by Fire Matrix Pty Ltd is only effective if it is in writing and then only in relation to the particular obligation or breach in respect of which it is given and not any other occasion.

e)        This Subcontract is not to be construed against Fire Matrix Pty Ltd merely because Fire Matrix Pty Ltd prepared the Subcontract Agreement.

f)         If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from this Subcontract, but the rest of this Subcontract is not affected.