TERMS & CONDITIONS OF CONTRACT
Where applicable, quotes/ proposals are valid for acceptance for 60 days from date of issue. In the absence of a valid quote or proposal, all work will be charged at standard testing rates.
- Change of Price
Stone Initiatives reserves the right to change the price without notice once the validity period has expired. Stone Initiatives reserves the right to change the price where a change in Government Legislation (State or Federal) results in an increase in the cost of services or goods being provided by Stone Initiatives under this contract where such change could not have been reasonably foreseen or where such change was previously negatived by law.
The client agrees to pay all accounts rendered within 30 days of the date of the account. Payment is the responsibility of the client who commissioned the works and is not reliant on a third party payment, such as an insurance claim or litigation. Stone Initiatives reserves the right to discontinue work in hand for the client if the client fails to pay any of the accounts rendered within the time specified without prejudice to its right to charge the client for work done to the date of discontinuance. If accounts are not paid within the said 30 day period Stone Initiatives shall have the right to charge the client interest on the amount of the unpaid account from the date of the account to the date of payment at the rate of twenty percent (20%) per annum.
Dependent on the nature of contract, Stone Initiatives reserves its right to request an advance payment to be paid prior to the commencement of the contract. Stone Initiatives may request progress payments for contracts not completed at month end. Where so requested the same terms of payment that apply to completed contracts shall also apply.
The following payment options shall apply for overseas clients:
The client agrees to pay Stone Initiatives its quoted fee for performance of the project in advance by means of a Telegraphic Transfer in favour of:
Account Name: Stone Initiative
Bank of South Australia, 21 Gawler Street, Mt. Barker, South Australia
Account Number: 051899440
SWIFT CODE: SGBLAU2S
Twenty-four hours prior to Telegraphic Transfer, please advise by email (email@example.com) the details of your bank and its correspondent (intermediating) bank(s), Attention: Stone Initiatives to allow tracing of funds.
(c) Stone Initiatives, at its absolute discretion, reserves the right to grant credit facilities to the client.
- Cooperation between Stone Initiatives and Client
Subject to these terms and conditions, all information obtained by Stone Initiatives relevant to the work done will be made available to the client during normal hours, and Stone Initiatives will communicate to the client all information pertinent to the work as it progresses. An authorised representative of the client may confer with the appropriate members of the Stone Initiatives staff at mutually agreed times for the purpose of providing such assistance as will make it possible for Stone Initiatives to achieve the objectives of the project. Stone Initiatives welcomes the cooperation of the client in providing such information, assistance and cooperation as is necessary for Stone Initiatives to achieve the objectives of the project.
The terms of reference of the work may be varied by mutual agreement between Stone Initiatives and the client and such agreement will include variations to the date of completion of the work and the overall price of the project. A written confirmation of such variation must be received by Stone Initiatives prior to commencement of work on the variation.
Stone Initiatives will supply the client with one copy of the report of its findings and progress during the term of the project at such intervals as Stone Initiatives and the client agree subject to progress payments having been made as per clause 3.
- Confidentiality and Copyright
Stone Initiatives agrees that the staff involved in the conduct of the contract shall not, without the consent of the client, disclose any confidential information received from the client relevant to the project to parties outside this contract. Unless otherwise agreed in writing the copyright of all reports, documents, software and information produced by Stone Initiatives is vested in Stone Initiatives, and the client’s right to their use is restricted wholly to the purpose for which the services are provided pursuant to this contract, and no part of the reports, documents, software and information may be used for other purposes without Stone Initiative’s written permission. Neither the client, nor Stone Initiatives shall disclose to parties outside this contract any matter regarding this project without the express approval of the other, and where such disclosure involves any publication or release of written information the approval shall be in writing between the parties. Such disclosure shall not be deemed to include any transaction undertaken in the legitimate activities under the contract or a simple statement by Stone Initiatives seeking other projects that this project has been undertaken by Stone Initiatives.
- Right to Terminate Contract
This agreement shall be terminated on the completion of the project or at such other time and under such conditions as Stone Initiatives and the client mutually agree in writing. Upon such termination or cancellation Stone Initiatives shall be entitled to recover from the client all its costs, expenses and reasonable charges incurred up to the date of termination and any costs incurred in anticipation of the continuance of the work or the cancellation of any arrangements made, orders placed or the resale of equipment and materials made in anticipation of the continuance of the work.
- Default by Stone Initiatives
In the event of any default by Stone Initiatives in carrying out the work specified by this contract (not being default caused by the client) the client may at his discretion give notice in writing of the default to Stone Initiatives requiring that the default be remedied within 30 days or such further time as specified after the date of service of the notice. If Stone Initiatives does not remedy the default within the time specified in the notice the client may terminate the agreement. Upon termination Stone Initiatives shall be entitled to recover from the client all its costs, expenses and reasonable charges in accordance with the recovery procedure in Clause 8.
- Default by Client
In the event of any default by the client which prevents Stone Initiatives from carrying out the work specified in this agreement Stone Initiatives may in its discretion and without prejudice to any other rights which it may have to terminate this agreement under clause 8 give the client written notice of such default requesting him to remedy the default within 30 days after the date of service of the notice or such further time specified. Should the client fail or refuse to remedy fully the default within the time specified Stone Initiatives may in its discretion terminate the agreement and upon such determination Stone Initiatives shall be entitled to recover from the client all its costs, expenses and reasonable charges incurred up to the date of termination and any costs incurred in anticipation of the continuance of the work or the cancellation of any arrangements made, orders placed or the resale of equipment and materials made in anticipation of the continuance of the work.
- Limitation of Liability
(a) In the case of any conditions or warranties which may mandatorily be implied into this Contract by virtue of the Trade Practices Act 1974 (as amended) in relation to the services provided by Stone Initiatives pursuant to this Contract and/or in relation to any equipment, parts or other materials to be supplied by Stone Initiatives in connection with those services (hereinafter in this Clause referred to as ‘the goods’) Stone Initiative’s liability for any breach thereof shall be limited:
in the case of breach of warranty or condition relating to the services – to the supplying of the services again; and
in the case of a breach of warranty or condition relating to the goods – to the replacement of the goods or the supply of equivalent goods, or (at the option of Stone Initiatives), to the payment of the cost of replacing the goods or of acquiring equivalent goods.
(b) Stone Initiative’s liability in respect of any breach of or failure by it to perform any of its obligations to the Client or any negligence or omission on the part of it, its employees, agents, servants or contractors shall be limited to liability for physical damage or injury to any person, and damage to property, which in any such case is a natural, immediate and foreseeable result of such breach, failure, negligence or omission and in no event shall Stone Initiatives be in any way liable to the Client for any loss of use, loss of rent, or income or loss of profits, or any special, indirect or consequential damage.
- Relationship between Stone Initiatives and Client
Nothing herein contained shall constitute Stone Initiatives or its servants, employees or staff members as agents or employees or servants of the client, but the relationship between Stone Initiatives and the client shall be and remain that of independent contractors.
- Submission of Notices
Any notice required to be given hereunder shall be sufficiently given by either party to the other by air mail, registered post or by telex or facsimile, to its address specified therein and such notice shall be deemed to have been given the day after the posting of such notice at any post office in Australia or on the day of transmission of the telex or facsimile.
- Law Applicable to Contract
These conditions shall be construed in accordance with the laws in force in the State of South Australia.
Any dispute which may arise as to the interpretation of these conditions shall be referred to an arbitrator to be appointed by agreement of both parties, or in default of agreement, by a single arbitrator appointed in accordance with the rules of arbitration applicable in South Australia or a court of competent jurisdiction.
Where any analysis or test is to be made neither Stone Initiatives nor its agents or sub-contractors shall be liable for any loss, deterioration, or destruction of or damage to any of the client’s samples or property, but at all times the samples or property shall be at the risk of the client who shall indemnify Stone Initiatives and its agent or sub-contractors against any action, claim, suit or demand arising from any such loss, deterioration, destruction or damage.
The client accepts that at all times the client retains ownership of all quantities of material delivered to Stone Initiatives and any products produced including, but not limited to, tailings, concentrates and samples. The client shall at all times keep Stone Initiatives indemnified from all costs associated with the safe disposal of these products and excess material in accordance with the most recent statutory requirements.
The client shall notify Stone Initiatives where any sample to be received by Stone Initiatives includes material which is classified as a dangerous substance or which requires special handling procedures.
Stone Initiatives reserves the right at its discretion to sub-contract all or any part of the work to be done or services to be supplied and, in so sub-contracting, Stone Initiative’s liability (if any) to the client shall be no more than its liability (if any) which it would have had if it had done the work or supplied the services itself.
- Force Majeure
No party to the contract shall be liable to the other party for any delay attributable to “Force Majeure” which, for the purposes of the contract, shall mean any event which is not within the reasonable control of the party affected and could not have been prevented or overcome by the exercise of due diligence by the said party.
Without prejudice to the generality of the above the events falling within the “Force Majeure” include Acts of Government (including withdrawal or cancellation of Export Licences) in their sovereign capacity, or by reasons of war, hostility, acts of public enemy, civil commotion, sabotage, fires, floods, explosions, epidemics, quarantine restrictions, strikes, lock-outs or acts of God (hereinafter referred to as “Events”).
For the purpose of this clause the “event” shall not include any occurrence which continues for less than ten (10) consecutive calendar days.
On the occurrence of any conditions of “Force Majeure” the party so affected shall within seven (7) days of the occurrence and cessation of such event give written notice of such event to the other party and use all reasonable endeavours to motivate the effect upon fulfilment of its obligations under the contract and resume full performance of its obligations under the contract as soon as possible.
Provided it can be established that the event(s) delay performance of the contract, the time of performance of the contractual obligations shall then be extended by a period or periods of not more than the duration of such an event or events. However, if the event continues beyond ninety (90) days the parties to the contract shall mutually decide the future course of action.
In the event it is determined that the contract is to be terminated, the parties agree to pay each to the other any unearned portions of moneys paid, any outstanding expenses, charges, or costs incurred under the contract for work executed under the contract up to the notification of the event(s) which led to the termination of the contract.
- Taxes, Freight and Transport
The contract price is net and free of all taxes, imposts duties and levies etc which may be incurred by Stone Initiatives or Stone Initiative’s staff in the client’s project country or in transit between Australia and the client’s project site. Such costs will be additional to the contract price and shall be borne by the client.
The costs of transport and accommodation of personnel, freight of materials, equipment and samples, insurance, site preparation work which may be incurred by Stone Initiatives in the client’s project country or in transit between Australia and the client’s project site or within Australia is excluded from the contract price and shall be borne by the client.
Where a fee proposal lists items such as airfares, accommodation, meals and ground transport separately within the fee, the disbursements will be charged to the client at ‘cost plus 15%’.
Any reference to Stone Initiatives in these conditions shall mean and include Stone Initiatives & Materials Testing Group Pty Ltd, or any subsidiary thereof.
The reports issued by Stone Initiatives are for the specific use of the client. Stone Initiatives disclaims any liability to a third party who uses the report without Stone Initiative’s written approval.
- Goods and Services Tax
If a tax of any nature whatsoever is introduced on amounts payable for, or otherwise in connection with, the supply of goods or services which results in the Contractor being required to pay an amount to the Deputy Commissioner of Taxation, or any other body authorised by law to collect taxes, levies or imposts, in respect of any amount received by the Contractor or payable by the Company, then such tax shall be an addition to the price for the supply of goods and services as determined herein and shall be payable by the company to the Contractor.