1. In consideration of:
a) the trade contractor agreeing to quote for trade works whenever asked by the
principal contractor; andb) the principal contractor agreeing to pay, the trade contractor, the sum of $1.00 and the parties agree that the Sub Contractor's Period Agreement conditions overleaf are deemed to be incorporated into each trade contract for a period of 12 months from the date of this agreement.
2. The trade contractor acknowledges and agrees that:
a) the principal contractor has not made any representation; and
b) The trade contractor has not relied on any representation made by the principal contractor, as to the availability of work or the number of work orders that will be issued by the principal contractor.
3. The parties agree that for each trade contract the scope of works of the trade works, the commencement and completion dates of the trade works and the price of trade works will be set out:
a) in a quote from the trade contractor that is accepted by the principal contractor;
b) in a work order issued by the principal contractor that is accepted by the trade contractor; or
c) As otherwise evidenced in writing and signed by the parties.
4. The parties agree that this agreement does not form a contract to carry out work. The obligation to carry out work arises on the formation of a trade contract as described in paragraph 6 above.
5. "Defects liability period" in a trade contract means a period of 12 months from the practical completion of the work under the head contract.
6. INFORMATION TO BE COMPLETED BY TRADE CONTRACTOR
The Parties agree that all relevant insurance and compliance documents have been provided electronically to the Principal Contractor.
The Parties agree that this agreement is subject to the Trade Expectations document previously agreed to by the Trade Contractor.
THE PARTIES AGREE that the Sub Contractor's Period Agreement conditions referred to above are those that appear on the next page (see Conditions).
7. SPECIAL CONDITIONSThe principal contractor relies on the following special conditions:
a) Further to paragraph 6 (c) above, the trade contractor acknowledges that work order provided by the principal contractor, which are in accordance with the rates that are previously agreed between the parties, satisfy any conditions of this contract which may be contained with paragraphs 6 (a) and (b) above. Further the parties agree that the rates may be changed from time to time as may be agreed between the parties.
b) In the event that the works of the trade contractor are found to be unsatisfactory base works (refer clause 3 of the Conditions of Contract) then the principal contractor shall be able to direct the trade contractor to return to rectify the unsatisfactory base works. In the event that the trade contractor fails to rectify the base works as directed by the principal contractor, the trade contractor agrees that the principal contractor shall deduct the amount of the rectification of the base works from the trade contractor’s next payment. The amount will be a debt due and owing to the principal contractor. The debut due and owing will include the legal and administrative costs of the principal contractor. The trade contractor acknowledges that any amount due under this condition may be deducted from any amount which is or may become owing under this Sub Contractor's Period Agreement. The trade contractor further agrees that the ability of the principal contractor to deduct the amount of the rectification of the base works survives the relevant work order and survives this Sub Contractor's Period Agreement. Further, the trade contractor shall indemnify and hold harmless the principal contractor in respect of any delay claims which might result for the unsatisfactory base works of the trade contractor.
c) The trade contractor warrants that all of its subcontractor’s employees or agents are appropriately qualified and have the necessary skill and experience to complete the task for which the trade contractor has engaged them. The trade contractor will indemnify and hold harmless the principal contractor for any consequences whatsoever which may arise from the trade contractor’s failure to comply with this condition.
d) In relation to any order raised by the principal contractor in favour of the trade contractor under this agreement, the trade contractor upon request may view the head contract at the office of the principal contractor at a time mutually convenient to both parties.
e) The trade contractor warrants that it, it’s agents and its employees, have read all of the policies and procedures of the head contractor. The trade contractor further agrees that any of its agents or employees not following the policies and procedures shall be removed from site. The ability to remove a person or trade contractor from site for not compliance with a policy or procedure of the head contractor is at the sole discretion of the head contractor.
SUBCONTRACT PERIOD AGREEMENT CONDITIONS
1. TRADE WORKSa) The trade contractor must carry out and complete the trade works:
i) in a proper, skilful and tradesperson like manner to the satisfaction of the principal contractor acting reasonably;
ii) in accordance with the plans, the specifications, the scope of works and the law; and
iii) at the reasonable times directed by the principal contractor.
b) If the trade contractor discovers any inconsistency, ambiguity or discrepancy in or between the plans, the specifications, and the scope of works the trade contractor must immediately seek the principal contractor's direction as to the interpretation to be followed.
c) The trade contractor must supply everything necessary to carry out the trade works.
d) The trade contractor may employ or engage others to carry out some or all of the trade works. Use of sub-contractors does not relieve the trade contractor from liability under this trade contract (refer clause 4 (c) below).
2. WORK ORDERa) The trade contractor must not under any circumstances:
i) make any changes to the scope of works;
ii) carry out any extra work; or
iii) leave any detail of the scope of works unfinished, unless so directed in writing by the principal contractor.b) The principal contractor may, by giving a written direction, require the trade contractor to carry out a work order, which is necessary for completion of the works under the head contract.
c) The price of a work order is:
i) that agreed by the parties; or
ii) Failing agreement, an amount determined by the principal contractor acting reasonably applying reasonable trade rates and prices.
d) There are no variations under this scope of works. Under no circumstances shall the trade contractor undertake work that is not included in the scope of works attached to a work order. In the event that additional work is to be undertaken, the head contractor shall issue a new work order attached a new scope of work. The trade contractor shall not undertake such additional work until a worker order, detailing the addition work, is issued by the head contractor to the trade contractor.
e) In the event that the trade contractor undertakes any additional works or makes changes to the scope of works without the written approval of the principal contractor; the principal contractor shall back charge and deduct the amount of the rectification of the scope of works from the trade contractor next payment. The amount of the back charge shall be a debt due and owing to the principal contractor by the trade contractor including the legal and administrative costs of the principal contractor.
3. ACCEPTANCE OF BASE WORKa) Unless sub-clause 3(b) applies, on commencing to carry out the trade works the trade contractor is:i) Deemed to have accepted the base work as satisfactory; and
ii) is not entitled to payment or compensation for additional work carried out as a result of unsatisfactory base work or for conditions which differ materially from those which should have been observed or anticipated by a prudent, competent and experienced contractor.
b) On commencing to carry out the scope of works:
i) the trade contractor agrees and accepts the obligation to fully inspect and satisfy itself of the condition of the base works and all site conditions, risks, contingencies, and other circumstances which might affect its carrying out of the trade works; and
ii) if the trade contractor considers the base works are unsatisfactory or conditions at the work order prevent it from commencing the trade works, then it must immediately give the principal contractor written notice. The principal contractor agrees to promptly give the trade contractor a written instruction concerning the time for commencement of the scope of works.
4. WARRANTIESThe trade contractor warrants that:
a) the scope of works will be carried out in a proper, skillful and tradesperson like manner and in accordance with the contract;
b) materials supplied by it will be suitable, new and free of defects; and
c) it holds all licences required to carry out the scope of works.
5. DEFECTS LIABILITY PERIODa) The trade contractor must, at its own cost, make good any work that does not conform with the requirements of this trade contract before the end of the defects liability period.
b) The principal contractor may, in writing, direct the trade contractor to correct, remove or replace any non-conforming work before or during the defects liability period.
c) If the trade contractor does not comply with such a direction, the principal contractor may have that work carried out by others and the cost is a debt due and payable by the trade contractor to the principal contractor. Such debt shall include the principal contractors legal and administrative costs.
d) In addition to exercising other rights and remedies, the principal contractor may set- off such debt against a retention held (or similar) and any amount due or which becomes payable to the trade contractor in connection with this trade contract.
6. INDEMNITYa) The trade contractor indemnifies the principal contractor against:
i) loss or damage to property (including the trade works);
ii) claims in respect of personal injury or death, arising out of, connected to or as a consequence of the trade contractor:
A) carrying out or failing to carry out the trade works; or
B) breaching this trade contract;
iii) any liability that the principal contractor may suffer or incur under a statutory warranty in connection with the trade works.
b) The indemnity given under this clause is reduced to the extent that the loss or damage resulted from any act or omission or the principal contractor or their agents.
7. INSURANCEa) The trade contractor must take out prior to commencing, and maintain the following:
i) workers compensation or any like insurance as required by law;
ii) public liability insurance to an amount not less than $20,000,000; and
iii) except as set out below personal accident and disability insurance providing cover at least equivalent to that provided to an employee under insurance referred to in sub-clause 7(a)(i).
b) Sub-clause 7(a)(iii) does not apply where the trade contractor:
i) does not personally carry out any part of the trade works on the site; or
ii) establishes, to the principal contractor's satisfaction, that it is covered by workers compensation insurance taken out by the principal contractor.
c) The trade contractor must, when asked by the principal contractor, produce evidence of the existence and currency of any insurances.
d) In the event that the trade contractor relies upon sub-clause 7(b), the trade contractor shall indemnify and hold harmless on all occasions any failure to comply with sub-clause 7(a).
8. HEALTH AND SAFETYa) In carrying out the trade works, the trade contractor and its agents and employees and subcontractors must observe all relevant workplace health and safety laws
b) The trade contractor must, whenever carrying out the trade works, ensure that:
i) no person (whether employed or not) is exposed to risk to their health and safety; and
ii) the trade works are carried out using an appropriate safety management system. The trade contractor is required to provide the principal contractor a copy of its safety management system. However, the trade contractor shall indemnify and hold harmless the principal contractor should the trade contractor fail to have a safety management system in place. The trade contractor’s warranty of the principal contractor in this sub-clause shall not be reduced should the principal contractor not have requested a copy of the safety management system.
9. DAMAGE AND SITE CLEANINGa) The trade contractor is responsible for:
i) any damage caused by the trade contractor and its agents or employees or subcontractor and shall upon being directed by the principal contractor either repair the damage caused or engage a suitably qualified trade contractor to repair the damage if the damage is outside the relevant licence category of the trade contractor. It is the responsibility of the trade contractor to identify any damage which may exist on the premise prior to their commencing work. The trade contractor shall be solely responsible for any damage identified at the premises after the trade contractor has completed its work;
ii) keeping the trade contractor's areas clean and tidy at all times; and
iii) the removal of its tools, plant and equipment, and if required the removal of debris and refuse, arising out of the trade works.
b) If the trade contractor fails to comply with sub-clause 9(a) within a reasonable period after being so directed by the principal contractor, the principal contractor may rectify the non- compliance and this cost becomes a debt due and payable by the trade contractor to the principal contractor. Such debt shall include the principal contractor’s legal and administrative costs.
10. PAYMENTa) The principal contractor may require from the trade contractor, as a precondition to payment:
i) a signed statutory declaration that all its subcontractors and employees have been paid all amounts then due for work under the work order;
ii) an appropriate statutory declaration regarding payment of all workers compensation premiums and payroll tax in connection with the work order.
b) Any payment, other than a final payment, by the principal contractor to the trade contractor is payment on account only and is not evidence of the value of work or that work has been satisfactorily carried out.
c) A reference date, as defined in the Building Industry Fairness (Security of Payment) Act 2017 (Qld) shall arise on the Wednesday of each named month.
d) The trade contractor shall submit a payment claim on a Wednesday of any given week (‘the nominated date’) and the principal contractor shall make payment in 25 business days. In the event that the trade contractor fails to submit its claim on or before the nominated date, the claim will be deemed to have been submitted on the next nominated date.
11. EXTENSION OF TIMEThe trade contractor is entitled to an extension of time to complete the trade works as determined by the principal contractor acting reasonably if:
a) the trade works are delayed by:
i) an act, default or omission of the principal contractor beyond the control of the
trade contractor; orii) the execution of a site directed pursuant to sub-clause2(b); or
iii) an unforeseeable act, event or circumstance which was beyond the control and without the fault or negligence of the trade contractor, which by the exercise of reasonable diligence the trade contractor was unable to prevent and for which the principal contractor has received an extension of time under the head contract; and
b) the trade contractor gives the principal contractor written notice claiming the extension of time as soon as possible but no more than 5 days of the cause occurring.
c) Regardless of any provision contained in this clause under no circumstances shall the trade contractor be given an extension of time that the principal contractor has not been granted under the head contract.
12. FREEDOM OF ASSOCIATION AND COMPLIANCE WITH INDUSTRIAL LAWSA party or its agent must not support an industrial organisation to:
a) participate in any form of unauthorised industrial action or secondary boycott that affects the trade works; or
b) except as required by law, demand or force any other person carrying out work on the site to:
i) join a union;
ii) make contributions to a specified superannuation fund; or
iii) Make payments for redundancy or long service leave into a specified fund.
13. DEFAULTA party is in default of this trade contract if it:
a) is in substantial breach of this trade contract;
b) becomes insolvent, bankrupt or makes an assignment of that party's estate for the benefit of creditors;
c) makes an arrangement or composition with its creditors; or
d) being a company, goes into liquidation.
14. SUSPENSIONa) If work under the head contract has been suspended, the principal contractor may, by giving written notice to the trade contractor, immediately suspend the trade works.
b) If the principal contractor fails to make payment to the trade contractor as required by this trade contract, the trade contractor may suspend the trade works where and to the extent permitted by the relevant Security of Payment legislation.
15. ENDING THIS TRADE CONTRACTIf a party remains in default 3 working days after the other party has given it written notice requiring the default to be remedied then, without prejudice to any other rights or remedies, the other party may, by giving a further written notice, end this trade contract.
16. HEAD CONTRACT ENDED
If the head contract is ended for any reason, the principal contractor may, by giving written notice to the trade contractor, end this trade contract and the trade contractor is:
a) entitled to be paid for work carried out prior and up to the date of termination plus reasonable costs incurred attributable to the termination; but
b) not entitled to make any claim for loss of profit.
DEFINITIONSIn this trade contract:
"base work" means the site conditions including work carried out by others on or over which the trade contractor is to carry out the trade works;
"head contract" means the contract between the principal contractor and its client which includes the trade works as part of its scope of work;
"intellectual property rights" means any patent, registered design, trademark or name, copyright or other protected right;
"Security of Payment legislation" means Building Industry Fairness (Security of Payment) Act 2017 (Qld)
"site" means the address in the Schedule where the works under the head contract are carried out;
“scope of works” means the details of the works to be undertaken by the trade contractor as informed by the content of the work order.
"trade contract" means this agreement between the principal contractor and the trade contractor;
"trade works" means the work to be carried out by the trade contractor as described in the work order and the scope of works;
"variation" means to vary the scope of the trade works described in the Schedule by:
a) carrying out additional work;
b) omitting any part of the trade works; or
c) changing the scope of the trade works.
“work order” means the document provided, detailing to work to be performed and including the scope of work, by the head contractor under the periodic trade contractor