Standard Terms & Conditions (Issue 2023)

Grange Resources Limited that must be observed by the Contract when seeking to mobilise
personnel to any site and during the term of this contract;
Standard PO Terms & Conditions Services means the work to be performed by the Contractor as
specified in this Agreement, including in the Order and includes
1 Definitions where appropriate the supply, hire or provision of any Goods and
1.1 In this Agreement, unless the context otherwise requires: any and all other work, additions, substitutions, and variations
Agreement means the agreement between the Company and required by Company or agreed between Company and the
Contractor comprised of the Order, these standard terms & Contractor in writing;
conditions, any Special Conditions, and all other documents Site means the Company’s premises or other place (if any)
annexed to this document or specifically incorporated by reference; designated in the Order;
Business Day means a day (other than a Saturday or Sunday) on Site Rules means all rules, regulations, directives, and policies of
which banks are open for general business in the place in which the the Company, which are intended to be of general application to any
Site is located; person at the Site dealing with health and safety, environmental
Claim means any claim, action, suit, demand, proceeding, notice, protection, fire prevention, security, alcohol and drugs, anti-bribery
litigation, investigation or judgement whether based in contract, tort, and corruption, anti-slavery and emergencies, as amended from
under statute or otherwise; time to time;
Commencement Date means the commencement date (if any) Special Conditions means the special conditions (if any) set out in
specified in the Order or other document annexed to this Agreement the Annexure to this Agreement;
or specifically incorporated by reference; Tax Invoice means any document or record treated by the relevant
Company means Grange Resources Limited (Grange) (ABN: 80 tax authority as a tax invoice or as a document entitling a recipient to
009 132 405) and Grange’s Related Bodies Corporate of 34a an appropriate tax credit or refund;
Alexander Street, Burnie TAS 7320 Term means the period commencing on the Commencement Date
Completion Date means the completion date specified in the Order and ending on the Completion Date, subject to early termination
or other document annexed to this Agreement or specifically under clause 12;
incorporated by reference; Third Party Claim means any Claim in respect of:
Confidential Information means all information (other than (a) loss or destruction of, or injury or damage to, or loss of use
information already in the public domain) provided by the Company of any real or personal property;
to the Contractor, including this Agreement; (b) any personal injury to or death of any person, arising out
Contractor means the person, firm or company named in the Order of, or caused by, the supply or non-supply of the Services
who is required to supply the Services and includes all persons by the Contractor.
engaged by the Contractor, whether or not employed by the 1.2 Where two or more persons are included in the term
Contractor; Contractor, then the obligations on their part will bind and
Contract Price means the amount payable by the Company to the be observed and performed by them jointly and each of
Contractor under this Agreement as may be varied in accordance them severally.
with this Agreement and includes, without limitation, all costs and 1.3 Time will be of the essence of this Agreement in all
expenses incurred by the Contractor in relation to the Services, respects.
including any applicable sales tax, customs duties, fringe benefit tax, 1.4 If there is any conflict or inconsistency, this Agreement will
mobilisation and demobilisation costs and the like payable in relation be interpreted in the manner most likely to have been
to provision of the Services and shall not be subject to rise and fall or intended by Company.
to any change by reason of exchange rate fluctuations or for any
other cause unless specifically stated in this Agreement;
Customs Duties means any duties levied by a government on
2 Acceptance of Agreement
imported goods.
2.1 The Company engages the Contractor to perform the
Direct Cost means direct costs properly incurred less any trade
Services, but this Agreement does not confer upon
discounts and not including depreciation, mark ups, overhead or
Contractor any exclusivity in respect of the Services or any
profit;
services at the Site.
Employee Claims means any Claim in respect of any death, injury
2.2 The Order when properly authorised is the only form which
or occupational disease of any person employed or engaged by the
will be recognised by the Company as authority for
Contractor which arises out of, or is caused by, the supply or non
charging Services to its account.
supply of the Services by the Contractor;
2.3 Any qualification to the Contractor's acceptance of this
Force Majeure means any event or circumstances not within the
Agreement, is void and of no force or effect unless:
control of the party claiming force majeure, and which by the
(a) agreed to in writing by the Company as a variation to this
exercise of reasonable care, that party is not able to overcome;
Agreement; or
GST means goods and services tax levied or imposed in Australia
(b) the qualification is the provision by the Contractor of a
pursuant to the New Tax System (Goods and Services Tax) Act
warranty that exceeds the requirements of this Agreement.
1999 (Cth);
2.4 In the absence of written acceptance of the terms of this
Good Operating Practices means the practices, methods and acts
Agreement by the Contractor the commencement of any
used by a contractor who in the performance of service exercises
part of this Agreement by the Contractor including
that degree of diligence, prudence and foresight reasonably and
delivering Goods, shall be deemed an acceptance and an
ordinarily exercised by skilled and experienced contractors engaged
agreement shall be formed only in the terms set forth in this
in the same type of services in similar conditions;
Agreement.
Goods means any materials, supplies, plant, equipment, or other
2.5 Contractor represents and warrants it has thoroughly
things to be supplied as part of the Services by the Contractor to the
investigated and satisfied itself as to all local and other
Company, as specified in an Order;
conditions affecting the performance of the Services
Intellectual Property means all intellectual property rights existing
including, without limitation, geotechnical, meteorological,
anywhere in the world including any patent, design right, copyright,
geological, labour, accommodation, industrial relations,
trade mark, protected circuit layout, trade secret, Confidential
fuel, power, water, and transport conditions.
Information, or other right whether existing under statute, at common
2.6 Contractor accepts full responsibility for any information it
law or in equity or otherwise;
has used, including any conclusions arrived at from the
Liabilities means all liabilities, losses, damages, outgoings, costs,
information, and agrees to notify Company if it finds any
and expenses of whatever description, and whether present,
errors, omissions or inconsistencies in information provided
unascertained, contingent or prospective;
by Company.
Personnel means the directors, officers, employees, contractors
2.7 Except as prescribed by applicable law, Company gives no
and agents of the Contractor or the Company as the case may be;
warranty of accuracy, sufficiency or otherwise in relation to
Order means the purchase order forming part of this Agreement,
information provided to Contractor and disclaims all
also comprising a scope of work or detailed description of the Goods
responsibility for such information.
and/or Services; SEMS means the Company’s intranet based Safety
2.8 Contractor’s failure to attend to all or any of the matters
Environment Management System. The system defines and controls
which it is required to do or is deemed to have done under
a range of Safety & Environmental policies, standards & procedures
this clause 2 will not relieve Contractor from its liability to
 2.

perform its obligations under this Agreement and shall not immediately bring to the attention of the Company any
justify any claim for a variation or otherwise. conflict which may arise in relation to the Services
between the Contractor and any other person;
(f) comply with, and ensure that its Personnel comply with,
3 Price and Payment the Site Rules and SEMs and any lawful direction by the
3.1 The Company must pay the Contractor the Contract Price Company in respect of the supply of Services; and
for the Services. Where no Contract Price is indicated in the 4.2 Without limiting any other warranty or obligation under the
Order or other document annexed to this Agreement or Agreement, the Contractor represents and warrants to the
specifically incorporated by reference, the price payable by Company as follows in relation to the Services and each
the Company to the Contractor shall be a fair and part of the Services:
reasonable price for the Services. (a) the Services shall be performed, and any Goods shall be
3.2 The Contract Price shall not exceed the amount specified in manufactured, to the standard of care, skill and diligence
the Order unless first approved by the Company in writing. that would normally be expected of a reputable and
3.3 The Contractor must submit an invoice to the Company to competent organisation providing goods and services
support the claim for payment. The invoice must be in a similar to the Services;
form acceptable to the Company and must contain the (b) it and its Personnel are skilled, trained, qualified and
following information: competent to perform the Services and that they will
(a) the Order number; perform the Services in accordance with Good Operating
(b) a brief description of the Services supplied; Practices in a competent, skilled, and efficient manner.
(c) the period in which those Services were supplied (c) the Services shall comply with all relevant statutes,
(d) any further information stipulated in any applicable Tax regulations, by-laws, and codes (including, without
legislation, or by the Company, so that the Company will limitation, all relevant mines safety and inspections laws)
receive the benefit of any tax credit or refund in relation to and with best industry practices;
the supply of the Services; and (d) any Goods shall:
(e) such other accurate verification documentation as may be (1) be fit for their intended purpose;
requested by the Company. (2) be free of defects in materials, workmanship and
3.4 Subject to Clause 3.5, payment will be made by the design;
Company at the end of the following month from receipt of (3) be in good working order and condition in the
a properly rendered Tax Invoice, unless otherwise agreed, manner for which they were intended;
provided and to the extent that nothing is then in dispute in (4) have a life expectancy commensurate with what
relation to the Services. For clarification, an invoice is not would be expected of similar goods provided for
“properly rendered” if the invoice does not comply with the similar purposes by a competent and reputable
requirements in this clause 3 (including clause 3.3). supplier or contractor;
3.5 If the Company disputes any amount claimed by the (5) be manufactured strictly in accordance with any
Contractor to be due and payable, the Company will notify manufacturing drawings, specifications or
the Contractor specifying the reasons for the dispute. description supplied to the Contractor by the
Payment of the disputed portion will be withheld until Company;
settlement of the dispute. The Company will pay the (6) be free of defect or failure or malfunction (except
undisputed portion of the invoice. to the extent attributable to wrongful use or
3.6 The Contractor acknowledges that taxation and taxes on failure to maintain); and
Goods, including goods and services taxes vary from time (7) be new unless specified otherwise; and
to time and the Contractor shall assist the Company in (8) be free from any mortgage, lien, encumbrance,
keeping such payments on Goods and Services to the or charge in favour of a third party at the time of
prescribed minimum. In relation to any taxation payable by the sale and/or delivery to the Company.
the Contractor, the Contractor shall provide, where
appropriate, written evidence of its tax status and any
exemption from taxation. 5 Performance by Contractor
3.7 The Company may deduct from any payment or moneys 5.1 The parties acknowledge and agree that the relationship
due or becoming due to the Contractor all costs, charges, between the Company and the Contractor is that of
damages, liquidated sums, expenses and other moneys principal and independent contractor.
which are payable by or to be reimbursed by Contractor to 5.2 Nothing in this Agreement will be deemed to constitute the
the Company. Contractor nor any of its Personnel an employee, partner,
agent or representative of the Company and the Contractor
nor any of its Personnel will have no authority to incur and
4 Warranties and obligations will not incur any obligation on the part of the Company,
4.1 The Contractor must: except with, and to the extent of, the prior written authority
(a) commence the Services on the Commencement Date, of the Company.
devote sufficient time and attention to the proper 5.3 The Contractor acknowledges that it is liable for payment of
performance of the Services and complete the Services on all allowances, taxes, premiums, and costs, including leave
or before the Completion Date; entitlements, holding and sick pay, payroll tax, PAYE tax,
(b) use its own skill and judgement as to how to provide the costs of insurance or other non-reimbursable costs which
Services; arise in connection with the performance of the Services.
(c) obtain all applicable permits, licences, exemptions, 5.4 The Contractor shall indemnify the Company against all
consents, and approvals required for the Contractor to claims and liens in regard to wages that may become due
perform the Services; and payable to its employees and the employees of any
(d) give all notices, and pay all entitlements, fees, and taxes in subcontractors and all claims and liens of subcontractors
connection with the Services and its Personnel (including and contractors of goods, labour or services provided in
leave entitlements and income, fringe benefits, payroll and connection with the performance of the Services.
withholding taxes) unless otherwise specified in the Order; 5.5 If the Company has reasonable grounds to believe that any
(e) co-operate with staff, contractors and other persons amounts due and owing to any of Contractor’s personnel,
providing goods or services to the Company and must subcontractors or suppliers have not been paid by the
 3.

Contractor, then the Company may, in its discretion, 6.3 If the Company determines that any remedial, protective,
withhold from any payment otherwise due to the Contractor repair of other like works are required to prevent:
under this Agreement an amount which the Company (a) loss or damage to the whole or any part of the Services;
reasonably believes to be due and owing but unpaid to the (b) loss or damage to any property;
Contractor’s personnel, subcontractors or suppliers and the (c) personal injury to, or death of, any person; or
Company shall be entitled to pay amounts so withheld to (d) disruption to the whole or any part of the Company's
the persons entitled to receive payment from the operations, the Company may perform, or cause others to
Contractor. perform, such work at the risk and reasonable expense of
5.6 The Contractor will only appoint or engage in the the Contractor.
performance of any Services, Personnel who are skilled 6.4 The Contractor will conduct tests of the Services or part
and experienced in their trades and professions and will thereof as may be required under this Agreement and
remove and replace any Personnel at the request of the otherwise as required in accordance with the relevant
Company or in accordance with Company policies. If any Australian Standards and codes, or where there are no
Personnel need to be replaced and the Contractor is unable standards or codes, in accordance with Good Operating
to replace that Personnel within a 24 hour period, the Practices, however if the Company requires a test to be
Contractor will be liable for all Liabilities suffered by the carried out because the Company believes the Services
Company arising out of or in relation to this. may not be in accordance with the requirements of this
5.7 If any of the Contractor’s Personnel are temporarily Agreement, and where this is confirmed by the results of
unavailable to provide the Services, the Contractor will at the test, then the Contractor will pay the Direct Costs of the
the Company’s request replace that person with another test.
person of equal skill and qualifications as approved by the 6.5 Nothing in this clause 6 limits in any way the rights and
Company. In the event of such temporary unavailability, the remedies of the Company under this Agreement or at law
Contractor will not be held responsible for any delays in the or in equity, in respect of any deficiencies in the Services or
completion for the Services provided the Contractor notifies any other failure by the Contractor to perform its obligations
the Company in writing of the delay, and the reason for the under this Agreement.
delay, promptly after its commencement. 6.6 Notwithstanding any other provision of this Agreement, any
5.8 The Contractor will supply all materials, tools and inspection, audit, approval, acceptance, permission,
equipment required to perform the Services, and, without comment, determination, direction, or recommendation by,
limiting the representations and warranties set out in clause or on behalf of, the Company will not:
4, the Contractor warrants that all materials used to perform (a) constitute waiver of any default on the part of the
the Services will be new and of the best quality and Contractor or limitation of any rights or remedies in respect
workmanship of their respective kinds. of any act or omission on the part of the Contractor;
5.9 On the Completion Date, or upon termination of this (b) constitute acceptance of any act or omission on the part of
Agreement, the Contractor will return to the Company any the Contractor; or
materials, equipment or other property supplied by the (c) affect the Contractor’s obligation to perform its obligations
Company to the Contractor in the same condition that it under this Agreement.
was supplied save for an allowance for fair wear and tear. 6.7 To the extent permitted by law, the Company excludes
5.10 The Contractor waives any lien or any other right, title or liability for, and neither the Company nor any of the
interest which it might have at any time in respect of any Company’s Personnel owes the Contractor, any duty of
materials or equipment which are incorporated into, or form care in contract or otherwise, in relation to:
the whole or part of, the Services and will ensure that a (a) any audit or inspection; or
similar provision is included in all contracts with (b) any approval, acceptance, attendance, permission,
subcontractors and suppliers who supply any materials and comment, determination, direction, or recommendation.
equipment to the Contractor for the purposes of this
Agreement.
5.11 Without limiting any requirements described in the Special 7 Suspension or Delay
Conditions, each of the Contractor’s Personnel who will 7.1 The Company may by notice in writing to the Contractor
have access to the Site in order to perform the Services direct that the whole or any part of the supply of Services
must pass the Company’s SEMS program to the be suspended for such time as the Company thinks fit, and
reasonable satisfaction of the Company. upon receipt of the notice the Contractor must immediately
suspend the supply of those Services identified in the
notice. When the reason for suspension no longer exists,
6 Testing and inspection the Company Representative will direct the Contractor to
6.1 Without derogating from clause (b),the Company will recommence the supply of the Services, and the Contractor
determine whether the Services supplied are in accordance must comply with that direction as soon as is reasonably
with this Agreement and are to the standard, quality and practicable.
quantity required by the Company 7.2 The Contractor must do all things reasonably necessary to
6.2 If any part, or the whole, of the Services supplied by the reduce any cost or expense consequent upon the
Contractor are, in the Company’s opinion, incomplete or are suspension, and then the Contractor may, in full
not substantially in accordance with the requirements of this compensation for the suspension, be paid:
Agreement: (a) reasonable costs incurred by the Contractor directly
(a) the Company will notify the Contractor of such referable to redundant personnel or labour holding
deficiencies; expenses during the period of suspension;
(b) the Contractor must, at its cost, correct such deficiencies (b) demobilisation and remobilisation charge for the actual
in the time specified by the Company; and costs incurred by the Contractor for demobilising and
(c) if the Contractor fails to promptly correct such deficiencies, remobilising Personnel and equipment; or
the Company may make, or cause others to make, such (c) both charges
corrections and the costs so incurred by the Company 7.3 No suspension directed by the Company or otherwise
may be deducted from payments to be made to the arising, shall vitiate this Agreement.
Contractor under this Agreement or otherwise recovered 7.4 If the Company’s Representative is of the opinion that the
from the Contractor. Contractor will not be able to complete the Services or any
 4.

part of the Services in accordance with this Agreement, remedied by the exercise by the affected party of the
then the Company’s Representative (without prejudice to standard of care and diligence consistent with that of a
the Company 's other rights under this Agreement) may reasonable and prudent operator;
instruct the Contractor to work overtime (including night (e) breakdown of Contractor’s equipment; (
shifts, Saturdays, Sundays and public holidays) and to (f) strike or industrial action of Contractor’s employees or
provide all necessary additional labour, supervision and those of Subcontractors; and
plant to achieve and maintain adherence to the agreed (g) wet weather.
Services delivery schedule at no additional cost to the 8.5 The Contractor agrees that the Company may terminate
Company, until such time as the performance of the this Agreement in whole or in part by notice to the
Services is in accordance with the agreed Services delivery Contractor if any event of Force Majeure has the result that
schedule. The Contractor must comply with any instruction the Contractor fails to deliver the whole or any part of the
from the Company’s Representative given in accordance Services or otherwise is unable to comply with any of its
with this clause 7. obligations under this Agreement, for more than a
7.5 To the extent that the Contractor is unable to perform all or reasonable period (determined having regard to the nature
any part of the Services in accordance with this Agreement and kind of the services provided and their criticality to the
for any reason (including Force Majeure), the Company Company’s business, but in no circumstances exceeding
may, in its sole discretion, source such part of the Services 14 days).
from any third party (Alternative Services).
7.6 If the Company exercises its rights under clause 7.5 to
source Alternative Services, the Contractor is responsible 9 Risk and title
for all incremental costs to the Company associated with 9.1 Title in any Goods supplied under this Agreement passes
sourcing the Alternative Services, except where the reason upon delivery to the Company or payment of the Contract
for the inability to perform all or part of the Services was: Price, whichever occurs first.
(a) due to the Contractor being subject to Force Majeure; or 9.2 All Goods shall be at the Contractor’s risk until such Goods
(b) as a direct result of an act or omission of the Company. have been delivered to, and accepted by, the Company at
7.7 The Company must use reasonable endeavours in the Site.
exercising its rights under clause 7.5 to source the 9.3 Where any goods owned by the Company are provided to
Alternative Services at the minimum cost reasonably the Contractor for the purposes of supplying the Services,
available. property in and ownership of those goods remains with the
7.8 Nothing in this clause 7 limits in any way the rights and Company.
remedies of the Company under this Agreement or at law 9.4 The Contractor hereby waives any liens it may have over
or in equity, in respect of any failure to complete the the Goods which are delivered to the Company pursuant to
Services or any other failure by the Contractor to perform this Agreement, and the Contractor will obtain a similar
its obligations under this Agreement. waiver from any relevant Personnel.

8 Force Majeure 10 Insurance

8.1 If a party is prevented from carrying out the whole or any 10.1 The Contractor must provide the insurances set out in the
part of its obligations under this Agreement by reason of an Annexure hereto.
event of Force Majeure, that party must immediately give to 10.2 The Contractor must provide to the Company, upon
the other party notice of the occurrence of the event of request, copies of each of the policies, and certificates of
Force Majeure, and the particulars thereof including at least currency of each of the policies, of insurances required to
the estimated length of the delay in performance resulting be maintained pursuant to this clause 10.
from the Force Majeure and the steps that it intends to take 10.3 The Contractor shall in accordance with clause 15.3 ensure
to overcome or mitigate such event or circumstance. that a similar provision for insurance is included in all
8.2 Subject to clause 8.3, the obligations of either party, to the contracts with sub-contractors and suppliers who supply
extent that they are affected by that event of Force Services to the Company for the purposes of this
Majeure, will be suspended during, but no longer than, the Agreement.
continuation of that event of Force Majeure.
8.3 Except as provided by this clause, a party affected by Force
Majeure must use its best endeavours to remedy or 11 Indemnity
circumvent the effect of any event of Force Majeure and 11.1 The Contractor will be liable for, and will indemnify the
comply with its obligations under this Agreement, provided Company and its Personnel against, all Liabilities arising
that an affected party may conduct itself with respect to out of or in connection with: (a) any Third Party Claims; (b)
strikes, lockouts, bans, limitations of work and other the supply of Services under this Agreement; (c) the
industrial disturbances in such manner as that party in its presence of the Contractor or any of its Personnel on or
absolute discretion thinks fit. about the Site; or (d) any Employee Claims.
8.4 It is expressly agreed that the following matters shall not
constitute Force Majeure:
(a) lack of or inability to use funds for any reason;
12 Termination
(b) any occurrence which results from the wrongful act or
12.1 The Company may at any time terminate this Agreement by
wrongful omission of the affected party or the failure by the
giving the Contractor 5 days’ written notice. If this
affected party to act in a prudent and proper manner and
Agreement covers standard Services, the Company’s
in accordance with good and accepted industry practices;
liability will be to pay for Services delivered prior to
(c) any failure by the affected party to reach agreement with
termination. If this Agreement covers Services requiring
any third party necessary to enable the affected party to
Goods to be manufactured to the Company’s specification,
perform its obligations under this Agreement;
upon receipt of notice of termination the Contractor must
(d) an event or circumstance, where the event or
cease manufacture, supply or work and will do everything
circumstance or its effects on the affected party or the
possible to mitigate all costs incurred by it from such
resulting inability of the affected party to perform its
termination. Provided that the Contractor is not in default
obligations could have been prevented, overcome or
 5.

(and has complied with the foregoing) the Company shall a licence to the Company on a perpetual, transferable,
pay to the Contractor: irrevocable, non-exclusive, and fully paid-up basis.
(a) the reasonable costs incurred by the Contractor in
performing this Agreement in respect of any undelivered
or unpurchased goods prior to the date of the notice of 15 Assignment and subcontracting
termination; and 15.1 The Contractor may assign, novate, or subcontract all or
(b) 6% of the above cost in lieu of profit, any part of this Agreement provided it has the Company’s
subject to the Contractor demonstrating, to the reasonable prior written consent (not to be unreasonably withheld).
satisfaction of the Company, that such costs have in fact been 15.2 No assignment or novation is effective until the assignee
incurred and provided that the total termination payment plus has agreed in writing with the Company to perform the
previous payments under this Agreement shall not exceed the Contractor’s obligations under this Agreement.
Contract Price. 15.3 No sub-contract shall in any way relieve the Contractor
12.2 The Company may terminate this Agreement immediately from full and entire responsibility for the performance of its
upon giving the Contractor notice in writing if the Contractor obligations under this Agreement. The Contractor shall be
breaches any term of this Agreement or, subject to the liable for all acts, errors and omissions of its subcontractors
Corporations Act 2001 (Cth), has a liquidator, administrator, or suppliers. The Contractor shall make any sub-contract
receiver or receiver and manager appointed to it or any of subject to the conditions of this Agreement to the extent
its assets, enters into a scheme of arrangement (other than that they may be applicable.
for the purposes of a solvent reconstruction) or has
execution levied against any of its property.
12.3 The Contractor may terminate this Agreement immediately 16 Disputes
upon giving the Company notice in writing if the Company: 16.1 If there is any dispute between the parties concerning or
(a) breaches any obligation to pay the Contract Price and fails arising out of this Agreement, the parties shall as a
to remedy that breach within 30 days of receipt of a written condition precedent to the commencement of any
notice from the Contractor identifying that breach and proceedings, meet to attempt to resolve the dispute. If the
requiring remedy; or parties fail to agree within 30 days after first meeting, either
(b) subject to the Corporations Act 2001 (Cth), has a party may commence legal proceedings to resolve the
liquidator, administrator, receiver or receiver and manager dispute. Nothing in this clause 16 prevents either party from
appointed to it or any of its assets, enters into a scheme of commencing any action or proceeding at any time in
arrangement (other than for the purposes of a solvent relation to any dispute or claim arising under or in
reconstruction) or has execution levied against any of its connection with this Agreement for the purpose of seeking
property. urgent interim or interlocutory relief.

13 Confidentiality 17 Local Content

13.1 The Contractor must: 17.1 The Contractor shall, in performance of the Agreement -
(a) not, without the consent of the Company, directly or except in those cases where the Contractor can
indirectly disclose to any person or use the Confidential demonstrate it is impracticable so to do, use goods and
Information in whole or in part except in fulfilling its services available within Tasmania or if such goods and
obligations under this Agreement; services is not available then, except as aforesaid, use
(b) not copy or otherwise reproduce any documents goods and services otherwise available within Australia.
containing Confidential Information except as is necessary 17.2 Contractor shall keep the Company informed on a regular
in fulfilling its obligations under this Agreement; basis as determined by the Company from time to time or
(c) on termination of this Agreement or on demand by the otherwise as required by the Company during the currency
Company return all documents containing any Confidential of this Agreement of any services (including any elements
Information including any documents created by the of the project investigations design and management) and
Contractor which contain any Confidential Information; any works materials plant equipment and supplies that they
(d) use its best endeavours to protect the confidentiality of the may be proposing to obtain from or have carried out or
Confidential Information; and permit to be obtained from or carried out outside Australia
(e) comply with all reasonable requests by the Company together with their reasons therefore and shall as and when
regarding the protection of the Confidential Information. required by the Company consult with the Company with
respect thereto.

14 Intellectual Property
14.1 The Contractor warrants that in supplying the Services 18 Customs Duty
neither the Company nor the Contractor will infringe the 18.1 The rates set out in the Order include all Customs Duties,
Intellectual Property of any third party. and all other charges payable for any materials or
14.2 All Intellectual Property created by the Contractor (either by equipment to be supplied by the Contractor with the
itself or jointly with any third party), in supplying the Services in accordance with the Agreement.
Services or otherwise pursuant to or incidental to this 18.2 The Contractor must co-operate fully with and assist the
Agreement will be owned by the Company. The Contractor Company in the reduction of Customs Duties payable under
agrees to notify the Company immediately of the discovery this Agreement.
of any such Intellectual Property rights and assigns to the
Company its entire right, title and interest in all such
Intellectual Property.
14.3 To the extent a licence to the Contractor’s pre-existing 19 No Consequential Loss
Intellectual Property is required for the Company’s 19.1 Subject to clause 19.2 but notwithstanding anything else in
exploitation, enjoyment, use or benefit of use of the Goods this Agreement to the contrary, neither the Company nor
and/or Services to be supplied by the Contractor to the the Contractor shall be liable to each other for any indirect
Company under this Agreement, the Contractor grants such loss or damages of any nature whatsoever whether based
on contract, warranty, tort (including negligence) or
 6.

otherwise, which for the avoidance of doubt does not or such other address as it may have notified to the other
include a loss which fairly and reasonably arises naturally party.
from the event giving rise to the loss
19.2 Nothing in this Agreement limits the Contractor’s liability to
the Company for any loss or liability in connection with
personal injury, property damage, third party claims or fraud
of the Contractor or its personnel.

20 Modern Slavery
20.1 Contractor’s Obligations
The Contractor undertaken to the Company that throughout
the term:
(a) it will at all times maintain policies and
procedures and adequate internal controls
designed to ensure it will not engage in Modern
Slavery
(b) it will not, and it will use reasonable endeavours
to ensure that its directors, officers, employees,
and agents do not engage in Modern Slavery
(c) it will comply with all its statutory obligations in
relation to Modern Slavery.
20.2 Consequences of Breach
(a) Notwithstanding any other provision of the
Agreement, the Company amu immediately
terminate the Agreement if it is satisfied that, in
its sole discretion, the Contractor has breached,
or may or is likely to breach, any undertaking in
clause 20.1
(b) In the event of termination pursuant to clause
20.2 (a), the Company will not be liable to the
Contractor of any fees, reimbursements, or other
compensation (except for Fees for Services
already provided to the Company) any other loss,
cost, claim or damage resulting, directly or
indirectly, to the Contractor from such
termination.

21 General
21.1 This Agreement may be varied only by agreement in writing
signed by the parties. Other than the directors of the
Company, only the Commercial Manager of the Company
is authorised to bind the Company in respect of any such
agreement in writing.
21.2 If any part of this Agreement is, or becomes, void or
unenforceable, that part is, or will be, severed from this
Agreement so that all parts that are not, or do not become,
void or unenforceable remain in full force and effect and are
unaffected by that severance.
21.3 A failure to exercise or delay in exercising any right, power
or privilege by any party will not operate as a waiver of that
right, power or privilege. A single or partial exercise of any
right, power or privilege will not preclude any other or
further exercise of that right, power or privilege, or the
exercise of any right, power or privilege.
21.4 This Agreement is governed by and is to be construed
according to the laws of Tasmania and the parties submit to
the non-exclusive jurisdiction of the courts of Tasmania and
the courts of the Commonwealth of Australia.
21.5 This Agreement constitutes the entire agreement between
the parties with respect to the subject matter of this
Agreement and contains all of the representations,
warranties, covenants, and agreements of the parties in
relation to the subject matter of this Agreement as at the
date of this Agreement.
21.6 All notices and other documents given pursuant to this
Agreement must be in writing and may be given by
personal delivery or prepaid post to the party to whom the
notice is addressed at its address shown in this Agreement
 7.

Annexure A - Special Conditions (a) the operating instructions for the Goods;
(b) any dangers associated with the Goods;
Insurance (c) the manufacturer's specifications; and
(d) any procedures necessary to ensure that persons properly
I.1 The Contractor must insure its liability against all using the Goods are not exposed to hazards.
Employee Claims. The insurance must:
(a) comply with all statutory requirements including providing SC3 Unless otherwise stated on the Order, the Contractor must
any compulsory statutory workers’ compensation benefits provide the following maintenance services to ensure that the
including industrial disease insurance relevant to the Goods are available for use and operation by the Company at
applicable Site; all times in accordance with this Agreement:
(b) provide common law liability to a limit of not less than (a) compliance with the recommended maintenance
$50,000,000 in relation to any one occurrence and procedures set out in the technical manuals and operating
unlimited as to the number of occurrences; and instructions for the Goods;
(c) be extended to indemnify the Company as principal for (b) execution of all service and repair activities, including
Employee Claims. scheduled periodic services, minor and major repairs,
I.2 The Contractor must insure against all Third Party Claims. mutually agreed accident damage and mutually approved
The insurance must: modifications;
(a) provide cover to an amount of $20,000,000 in respect of (c) supply and maintenance of spare parts, materials,
any one claim and unlimited as to the number of claims; lubricants and consumables (other than petroleum fuels);
(b) include the Company as an additional insured; and
(c) include a cross liability endorsement that: (d) compliance with any statutory maintenance requirements.
(1) all agreements and endorsements except limits of
liability shall operate in the same manner as if SC4 Upon:
there were a separate policy of insurance covering (a) delivery of the Goods to the Site, the Company shall
each party insured; and determine and record the condition of the Goods. The
(2) a failure by any insured party to observe and fulfil Company shall provide a copy of this record to the
the terms and conditions of the policy shall not Contractor; and
prejudice the rights of any other insured party; and (b) the expiry of the Term and prior to the Goods being
(d) provide a waiver by the insurer of all rights of subrogation, returned to the Contractor:
action or relief against any of the insured parties. (1) the Goods will be inspected by the Company and
I.3 The Contractor must ensure that all items of the Contractor’s the Contractor; and
equipment used or brought onto the Site are insured and that (2) the Company and the Contractor shall agree any
items which are licensed as motor vehicles, or which are material change in the condition of the Goods from
required to be so licensed, are kept licensed in accordance with that previously recorded.
any laws, and insured against Third Party Claims under a SC5 The Company and the Contractor acknowledge that title
comprehensive motor vehicle third party liability policy. The limit and risk in the Goods remains with the Contractor at all times
of liability shall be not less than $10,000,000 any one during the Term.
occurrence and unlimited as to the number of occurrences. In SC6 If the Goods comprise motor vehicles, the Contractor must
addition, where the use of vehicles is required to be insured by insure those Goods in accordance with clause I.3 of the
virtue of any act or ordinance relating to the use of such annexure.
vehicles, Contractor shall ensure full compliance with such SC7 Except as amended by this Special Condition, clause 10 of
requirements. the standard terms & conditions applies.
I.4 Where the Services include professional services (as
nominated on the Order), the Contractor must arrange and
maintain, at its own expense, for the duration of this For Sole Traders
Agreement, professional indemnity insurance for a limit of
indemnity of not less than $2,000,000. Clause I.1 of the annexure shall not apply where the Contractor
is a sole trader and unable to obtain workers' compensation
insurance.
For use for Hire of Goods

Notwithstanding anything contained in the standard terms & For Geo Services
conditions, the following provisions apply where the Services
comprise the hire of Goods by the Company. In the case of professional services (as nominated on the
Order) in the nature of geological, geophysical or geotechnical
SC1 The Contractor being a Person Conducting a Business or services, the professional indemnity insurance maintained must
Undertaking (PCBU) has duties as an entity with management have a limit of indemnity of not less than $500,000.
or control of equipment and must comply with the Work Health
and Safety Act 2021 and Industry Standards. The Contractor
hiring or leasing the equipment must ensure, so far as For Services on Site
reasonably practicable, that the equipment is safe to use and
properly maintained. The Contractor must also provide specific S.1 Subject to the compliance by the Contractor with the terms
Information to the Company as to how to operate the of this Agreement, the Company must give the Contractor
equipment safely as well as provide the manufacturer’s access to the Site as and when required to enable the
information about the purpose of the equipment and its proper Contractor to supply the Services.
use. S.2 The Contractor shall be responsible for:
(a) mobilisation to the Site of Contractor's equipment,
SC2 Notwithstanding SC1 nor without limiting any other Contractor's Personnel, Contractor's facilities, and all other
warranty or obligation under this Agreement, the Contractor items required to be supplied or provided by Contractor
warrants that it has provided to the Company all information under this Agreement. Mobilisation includes all unpacking
relating to:
 8.

time, upon arrival on-Site, and until commencement of

Services.
(b) demobilisation of the above upon completion of the
Services. Demobilisation includes all packing up and
office/laydown area, Site clean up from completion of the
Services and departure from Site.
S.3 The Contractor acknowledges and agrees with the
Company that:
(a) the Company remains in possession of the Site at all times;
(b) the Company retains overriding control of the Site and all
persons within the Site.
S.4 Where the supply of Services requires the Contractor to
enter the Site, the Contractor and its Personnel must comply
with the Site Rules, SEMS and any other policies and
procedures of the Company relevant to activities occurring on
the Site as notified by the Company to the Contractor from time
to time. The Contractor is responsible for brining to the attention
of its Personnel the information contained in those items.
S.5 The Company may amend its Site Rules, SEMS and any
other of its policies and procedures described in paragraph S.4
as notified by the Company to the Contractor from time to time.
The Contractor and its Personnel must comply with such
amendments from the time that the notice of amendments has
been received.
S.6 The Contractor, before mobilising Site-based Personnel,
must comply with the Company’s SEMS program. S.8
Contractor and Contractor’s Personnel must continue to be in
compliance with SEMS during the provision of the Services and
should non-compliance occur the Contractor must:
(a) correct the non-compliance promptly;
(b) take any necessary steps to avoid it happening again; and
(c) remove the person responsible for the noncompliance
from the Site or any other premises of the Company.