Supply and Install Terms of Conditions – Effective Date: March 2026
In this Agreement, unless specified otherwise:
Agreement means the agreement between the Supplier and the Customer comprising the documents specified in clause 1 of the Contract Details.
Contract Details means the section of this Agreement headed ‘Contract Details’.
Defect means any defect, default, or omission in the Works.
Defects Period mean the period of 12 months from the Date of Practical Completion.
Delivery or Delivered means the delivery of Goods to the Delivery Point and the completion of any Works.
Delivery Date means the date for Delivery as specified in the Contract Details.
Delivery Point means the place specified in the Contract Details where Deliverables are to be Delivered.
Deliverables means the Goods and Works.
Design Documents means the documents and design to be developed and prepared by (or on behalf of) the Supplier including drawings, sketches, plans, specifications, databases, manuals, as built documents, models, and other architectural and technical documents.
Fit for Purpose means the intended purposes for which the Goods or Works were manufactured or constructed as specified in or reasonably inferred from this Agreement.
Good Operating Practices means the practices, standards, and methods complying with applicable laws and used by a supplier who exercises that degree of skill, diligence, judgment and foresight reasonably exercised by experienced suppliers engaged in the same type of arrangements in similar conditions as contemplated by this Agreement.
Goods means the goods specified in the Contract Details.
GST means the tax payable on taxable supplies under the GST Legislation.
GST Legislation means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means patents, know-how, designs, databases, copyrights, trademarks, brands, logos, moral rights and any other intellectual property rights.
Interest means an annual rate of 3 percent above the Reserve Bank cash rate at the due date.
Liquidated Damages means the liquidated damages set out in the Contract Details.
Payment Terms means terms for payment specified in the Contract Details including dates, timeframes, and any deposit or milestones.
Practical Completion means that the Works have been carried completed in accordance with this Agreement except for minor Defects.
Price means the amount payable to the Supplier for the Deliverables, as specified in the Contract Details.
Site means any place owned or controlled by the Customer where the Works are performed by the Supplier.
Site Manager means a person appointed by the Supplier in accordance with clause 9.3.
Specification means all specifications and design documentation relating to the Goods and Works including drawings, sketches, maps, plans, photographs, specifications, calculations, models, technical documents and any other technical design information attached at Schedule 1 or provided or approved by the Customer from time to time.
Taxes means any taxes, fees, withholdings, imposts, levies, duties or other charges of any nature, together with any penalties, fines or interest thereon (but excludes GST).
Works means any works specified in the Contract Details including installation, assembly and construction at Site and, if applicable, any Design Documents.
In this Agreement, unless specified otherwise:
(a) the words “including” and “include” mean “including but not limited to”.
(b) the Contract Details prevail over the General Conditions.
(c) no rule of interpretation applies to the disadvantage a party who prepared this Agreement.
(d) words importing the singular include the plural (and vice versa).
(e) a reference to a party includes their successors, assigns, and substitutes
This Agreement records the entire agreement between the parties and supersedes and extinguishes all prior agreements and representations relating to the Deliverables.
In the absence of a written acceptance by the Supplier, the commencement of any work by the Supplier or the making of any Delivery will be deemed acceptance of the Agreement.
Where a Customer issues a purchase order or other instrument that incorporates or references the Customer’s own terms and conditions, TechSteel’s acceptance of that purchase order constitutes acceptance of the order only. These General Conditions shall prevail over any terms and conditions contained in or attached to the Customer’s purchase order to the extent of any inconsistency, unless TechSteel has expressly agreed in writing to a specific departure from these General Conditions in accordance with clause 20.4. No conduct by TechSteel, including the commencement of Works or making of any Delivery, shall be construed as acceptance of the Customer’s terms and conditions.
The Supplier must:
(a) manufacture or procure the Goods in accordance with the Specification;
(b) supply the Goods to the Delivery Point and by the Delivery Date;
(c) carry out the Works in accordance with the Specification;
(d) commence the Works on the Delivery Date and complete them by the Date for Practical Completion; and
(e) use Good Operating Practices in the performance of this Agreement.
In the event the Supplier has agreed to provide the Design Documents, the Supplier shall:
(a) prepare the Design Documents in accordance with the Specifications and Good Operating Practices;
(b) provide the Customer with two copies of all Design Documents for review and approval by any dates set out in the Specification;
(c) allow 10 days for the Customer to review and comment on Design Documents and advise the Supplier of any Defects; and
(d) subject to GC 3.2(c), if the Customer rejects the Design Documents, promptly amend and submit the amended Design Documents for Customer review.
A failure by the Supplier to (i) make Delivery by the Delivery Date; (ii) perform the Works by the Date for Practical Completion, will constitute a breach of the Agreement and the Customer may direct the Supplier to remedy such failure within a reasonable period. If the Supplier fails to remedy such failure within the specified period, the Customer may terminate the Agreement by notice to the Supplier in accordance with clause 13.
The Goods shall be packed and despatched in accordance with Good Operating Practices.
The Supplier shall notify the Customer promptly of the date of despatch of the Goods and the estimated Delivery Date.
Customer shall provide the Supplier with access to the Delivery Point to the extent required for Delivery.
Customer shall provide the Supplier with access to the Delivery Point (to the extent reasonably necessary) to make Delivery.
The Supplier warrants that the Deliverables will: (a) be clear of any lien, charge, or claim; (b) conform to the Specification; (c) comply with applicable laws; (d) be free from material Defects; and (e) be Fit for Purpose.
The Deliverables, including any Design Documents, may be varied by written agreement of the parties. A notice describing the variation, the cost of the additional work and any change to the Delivery Date and Price must be signed and dated by both parties.
The Supplier represents and warrants that in respect of any Works carried out under this Agreement, the Works shall be performed expeditiously and in a manner consistent with Good Operating Practice.
The Customer will be deemed to have accepted the Goods within 24 hours from their Delivery.
Notwithstanding, during the Defects Period the Customer may by written notice reject any part of the Deliverables that do not comply with the Agreement and the Supplier must re-supply such Deliverables within a reasonable period of time.
Ownership of the Deliverables passes to the Customer upon payment of the Price.
Care, custody and risk in the Deliverables passes to the Customer upon (i) Delivery, or (ii), in the case of the Works, Practical Completion.
The Supplier shall comply with applicable import, export and trade restrictions.
The Supplier shall notify the Customer as soon as the Works have, in the Supplier’s opinion, reached Practical Completion.
Within 21 days of the Customer’s receipt of the Supplier’s notice, the Customer shall:
(a) issue a Certificate of Practical Completion stating the date the Works reached Practical Completion; or
(b) notify the Supplier that there are Defects in the Works.
If the Customer notifies the Supplier of any Defects, the Supplier must rectify the Defects and the procedures above shall be repeated until the Customer issues a Certificate of Practical Completion.
If the Customer notifies the Supplier within the Defects Period that any part of the Works, in the Customer’s reasonable opinion, contains any Defects:
(a) the Supplier must, at its cost and within the time specified by the Customer, rectify such Defects; and
(b) if the Supplier fails to promptly correct such Defects, the Customer may rectify such Defects and the costs incurred may be deducted from monies to the Supplier.
If the Customer determines that any remedial, protective, repair or other like works are required to prevent:
(a) loss or damage to the Works or any property; or
(b) personal injury to, or death of, any person;
the Customer may carry out such work at the risk and expense of the Supplier. The costs so incurred may be deducted from payments to be made to the Supplier under this Agreement.
The Customer shall pay the Supplier the Price for the Deliverables in accordance with the Payment Terms and this Agreement.
The Price includes all Taxes and costs (excluding GST) that reasonably expected to be necessary for delivery of the Goods.
The Price will be reviewed annually on the anniversary of the Date of this Agreement and the parties shall agree any adjustments applying to include: (i) increased and inflationary costs for materials, labour and equipment; and (ii) changes in Law effecting such costs.
The Supplier must submit an invoice to the Customer to support the payment claim which must contain (a) the contract number; (b) a description of the Deliverables; (c) the period the Deliverables were supplied; and (d) any information required by applicable tax legislation.
Payment will be made by the Customer within 15 days of receipt of an invoice.
Unless agreed otherwise, all payments will be by electronic bank transfer.
Each party shall do all things reasonably necessary to enable the other party to claim input tax credits to reduce any amount recoverable under the Agreement.
If the Customer disputes an amount claimed in an invoice, the Customer will notify the Supplier specifying the reasons for the dispute and pay any undisputed portion.
In the event of a failure to make any payment due under this Agreement, the Supplier may charge interest at 3 percent above the Reserve Bank cash rate per month until payment is received in full.
The Customer shall give the Supplier access to the Site to supply the Goods and carry out the Works.
The Supplier acknowledges and agrees with the Customer that:
(a) the Customer remains in possession of the Site at all times;
(b) the Customer retains overriding control of the Site and all persons within the Site; and
(c) the Supplier must not interfere with the activities of the Customer or any other person on the Site and shall cooperate and coordinate its activities with the activities of the other contractors on the Site.
From the commencement of Works until Practical Completion, the Supplier shall appoint a Site Manager to supervise the Works and be present on Site during normal working hours.
The Supplier shall:
(a) carry out of the Works safely and in accordance with any reasonable site rules and policies; and
(b) comply with all applicable occupational health, safety and environmental laws, guidelines and codes.
Promptly notify the Customer of (a) any health and safety incident that may require a third party or regulator to be notified or (b) any injury to the Supplier’s personnel on Site.
The Supplier will effect and maintain such insurances as reasonably expected of a supplier providing similar services, including:
(a) for the supply of Goods, general and product liability insurance; and
(b) for the performance of Works, worker’s compensation, employer’s liability insurance, third party and public liability insurance and, if applicable, professional indemnity.
Each party indemnifies the other party from losses, claims, liabilities and expenses incurred or suffered by the other party arising out of any breach of this Agreement except to the extent caused by the other party’s gross negligence, fraud, or wilful misconduct.
Notwithstanding anything in this Agreement to the contrary, neither party shall be liable for any indirect loss or damage whether based on contract, warranty, tort (including negligence) or otherwise including for loss of production, business, or profits howsoever arising.
The Supplier’s aggregate liability or relating to this Agreement shall be limited to the Price.
The Customer’s rights and remedies under this Agreement are exclusive and supersede any other rights or remedies available at law, in equity, or otherwise.
Any action or claim must be brought within 12 months after the cause of action accrues. Each provision in this Agreement that provides for a limitation of liability, or exclusion of damages is severable and independent of any other provision.
If the Supplier fails to complete the Works by the Date for Practical Completion, the Supplier shall pay Liquidated Damages to the Customer for each day up to the Date for Practical Completion or the date this Agreement is terminated.
The parties agree that the Liquidated Damages are a fair and reasonable pre-estimate of the damages likely to be sustained by the Customer if the Works are not completed by the Date for Practical Completion.
The Customer agrees that Liquidated Damages will be the Customer’s sole and exclusive remedy for delay under this Agreement.
Either party may terminate this Agreement immediately upon giving the other party notice in writing if the other party:
(a) has breached any material term of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
(b) has a liquidator, administrator, receiver or manager appointed to it or any of its assets or enters into a scheme of arrangement (other than for solvent reconstruction).
If Customer fails to make payment due under the Agreement or deny the Supplier access to the Delivery Point or Site, Supplier may by notice require the Customer to remedy the default within 10 days. If the default is not remedied, we may immediately terminate or suspend the Agreement by written notice.
Notwithstanding termination of this Agreement each party remains responsible for obligations or liabilities owed prior to the date of termination until satisfied in accordance with the terms of this Agreement as though it had not been terminated.
Intellectual Property Rights existing prior to commencing the Deliverables will remain with the owner and the owner grants an irrevocable, worldwide, non-exclusive, transferable, royalty free and perpetual licence to the other party to use those rights for the sole purpose of supplying, using or benefiting from the Deliverables.
Ownership of Intellectual Property Rights created by providing or performing the Deliverables will vest in the Customer.
Force Majeure means an event or circumstance outside the control of the party (affected party), and which by the exercise of reasonable care, the affected party is unable to prevent or overcome, including:
(a) war (declared or undeclared), revolution, riot or insurrection;
(b) lightning, fire, earthquake, flood or other natural disaster; or
(c) quarantine restriction or epidemic.
The affected party must immediately notify the other party of any Force Majeure with particulars, and endeavour to remedy or circumvent any effects.
The obligations of the affected party, so far as affected by Force Majeure, will be suspended during the continuation of the Force Majeure and the Supplier will be entitled to a reasonable extension of time for delays caused.
No Force Majeure however occurring will affect the obligations of a party to make a payment under this Agreement when such payment falls due
The parties must treat all information, data and materials provided by the other party as confidential and must not disclose to any third party without prior written consent or use it for any purpose other than for provision of the Goods.
Notwithstanding the above, either party may disclose confidential information which: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; or (c) is disclosed to its directors, officers, employees, or professional advisors, provided that such persons are bound by confidentiality obligations similar to this Agreement.
Upon request or termination of the Agreement, the party receiving the information must return or, at our option, destroy all such information.
Words and phrases used in this GC 16 that have defined meanings in the Personal Property Securities Act 2009 (Cth) (“PPSA”) have the same meaning as in the PPSA unless the context otherwise indicates.
If Supplier (“Secured Party”) determines that this Agreement (or a transaction in connection with it) is or contains a security interest for the purposes of the PPSA, the Purchaser (“Grantor”) agrees to do anything (including obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the Secured Party asks and considers necessary for the purposes of:
(a) ensuring that the security interest is enforceable, perfected and otherwise effective; and/or
(b) enabling the Secured Party to apply for any registration, complete a financing statement or give any notification, in connection with the security interest; and/or
(c) enabling the Secured Party to exercise rights in connection with the security interest.
The Grantor will not disclose information of the kind mentioned in section 275(1) of the PPSA that is not publicly available and the Grantor will not authorise, and will ensure that none of its officers, employees, agents, contractors or secondary subcontractors authorises the disclosure of such information.
This clause 16 does not prevent disclosure where such disclosure is required to be made under section 275(7)(b), (c), (d) or (e) of the PPSA, provided that the Grantor gives all available notice to the Secured Party to allow the Secured Party to legally challenge the disclosure and takes all available steps (whether required by the Secured Party or not) to maintain such PPSA information in confidence.
Nothing in this clause prevents disclosure:
(a) to any person in connection with an exercise of rights or a dealing with rights or obligations under this Agreement;
(b) to officers, employees, legal and other advisers of the Grantor;
(c) to any related entity of the Grantor, provided the recipient agrees to act consistently with GC 16.3– 16.5;
(d) the Grantor reasonably believes it is required by law or a stock exchange (except that this paragraph does not permit disclosure of any information under section 275(4) of the PPSA unless GC 16.4 is also satisfied).
The Secured Party consents to disclosures made in accordance with GC 16.6.
The Agreement is governed by the laws of Western Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of Western Australia and their courts of appeal.
Either party may notify the other of a dispute under this Agreement, including as to the validity, existence or termination of this Agreement. Authorised representatives of each party must meet in person or by phone within ten (10) days of such request to resolve the dispute amicably and, in the absence of reaching a resolution within 30 days of the dispute notice, it may be referred to and resolved exclusively by the Courts of Western Australia.
Neither party may assign, novate or subcontract any part of the Agreement without the prior written consent of the other party.
Any written notice required to be given under the Agreement may be served by: (a) giving it to the party personally; (b) leaving it at the party’s address or sending by registered post to the address shown in the Contract Details; or sent by email to the email address shown in the Contract Details.
The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions.
The Agreement may only be varied in writing signed by an authorised representative of each party.
A party’s failure or delay to exercise a right, remedy or power shall not operate as a waiver.
The Supplier is an independent contractor in relation to the Agreement and this Agreement does not create a partnership, joint venture or agency relationship between the parties.
Unless otherwise specified, rights and obligations under the Agreement are not governed by Incoterms.
No term of this Agreement is intended to be enforceable by third parties.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
Terms of Use for www.techsteel.com.au – Effective Date: January 2024
Welcome to Techsteel (“we”, “us”, or “our”). These Terms & Conditions (“Terms”) govern your use of our website www.techsteel.com.au (the “Site”) and the services we offer. By accessing or using the Site, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our Site.
By accessing and using the Site, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Site.
You agree to use the Site only for lawful purposes and in a way that does not infringe the rights of, restrict, or inhibit anyone else’s use and enjoyment of the Site. Prohibited behavior includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content, or disrupting the normal flow of dialogue within our Site.
All content on the Site, including but not limited to text, graphics, logos, images, and software, is the property of Techsteel or its content suppliers and is protected by Australian and international copyright laws. Unauthorized use of any content on the Site may violate copyright, trademark, and other laws.
You may be able to submit content to the Site, such as comments or feedback. By submitting content, you grant Techsteel a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to the content you submit and that the content is accurate, and that use of the content you supply does not violate these Terms and will not cause injury to any person or entity.
To the maximum extent permitted by law, Techsteel shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your use or inability to use the Site; (ii) any unauthorized access to or use of our servers and/or any personal information stored therein; (iii) any interruption or cessation of transmission to or from the Site; (iv) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Site by any third party; (v) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Site; and/or (vi) the defamatory, offensive, or illegal conduct of any third party.
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