Preferred Supplier Arrangement Deed (Goods and Services) GPO Box 2693

GPO Box 2693 Adelaide South SA 5001 Phone: Fax:

08 8224 2013 08 8232 6336

RFT Release Date: RFT Title: Contract Number:

2nd of April, 2011. Corporate Wardrobe (Goods and Services) NPN 2.11

Preferred Supplier Arrangement Deed (Goods and Services)

LGCS PTY LTD ACN 094 805 964 ABN 90 602 350 622 and Geminex Pty Ltd T/A Totally Workwear Richmond ABN 70 090 580 760 ACN 090 580 760

NPN 2.11 Preferred Supplier Deed (Corporate Wardrobe)

Page 1

Table of Contents 1.

DEFINITIONS & INTERPRETATION.................................................................... 6 1.1 1.2

2.

SUPPLY UNDER A PREFERRED SUPPLIER ARRANGEMENT FOR THE TERM10 2.1 2.2 2.3

3

Administration Fee..................................................................................... 22 Management Fee ....................................................................................... 23 Reporting .................................................................................................. 23

PERFORMANCE MONITORING .......................................................................... 25 8.1 8.2

9

Request for Quotations.............................................................................. 20 Orders ....................................................................................................... 21

ADMINISTRATION FEE, MANAGEMENT FEE AND REPORTING .................... 22 7.1 7.2 7.3

8

Contractor to fulfil all Orders ..................................................................... 16 Conflict of Interest..................................................................................... 17 Contractor to inform itself ......................................................................... 17 Obligation to supply Deliverables at Prices set out in Price Schedule ......... 18 Minimum insurance requirements .............................................................. 18 Evidence of Insurances.............................................................................. 18 Compliance with laws and standards ......................................................... 18 Canvassing ................................................................................................ 18 Non-collusion............................................................................................. 19 General Indemnity ..................................................................................... 19

REQUEST FOR QUOTATION AND ORDERING PROCESS ................................ 20 6.1 6.2

7

Suspension of Contractor .......................................................................... 14 Suspension for Legitimate Business Reasons ............................................. 15 Suspension by the Principal ....................................................................... 16

SPECIFIC OBLIGATIONS OF THE CONTRACTOR ............................................ 16 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10

6

Variation to Description of Deliverables ..................................................... 11 Acquisition of Additional Goods, Materials or Services ............................... 11 Prices for Deliverables ............................................................................... 12 Price Adjustment ....................................................................................... 12 Best Price .................................................................................................. 13 Maximum Ceiling Price .............................................................................. 14 Price Audit ................................................................................................. 14 Regional Representation............................................................................ 14

SUSPENSION ....................................................................................................... 14 4.1 4.2 4.3

5

Preferred Supplier Arrangement ................................................................ 10 Term ......................................................................................................... 10 Conflict ...................................................................................................... 11

DELIVERABLES AND PRICING .......................................................................... 11 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8

4

Interpretation .............................................................................................. 6 Definitions ................................................................................................... 7

Monitoring of performance ........................................................................ 25 Exchange of Contractor information .......................................................... 25

TERMINATION ..................................................................................................... 25

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9.1 9.2 9.3 9.4 9.5 10

DISPUTE RESOLUTION ....................................................................................... 26 10.1 10.2

11

Confidentiality ........................................................................................... 27 Intellectual Property .................................................................................. 28 Privacy....................................................................................................... 28 Right to Information .................................................................................. 28

NO LIABILITY ...................................................................................................... 29 12.1

13

Procedure for Resolving Dispute ................................................................ 26 Continuing Obligations & Injunctive Relief ................................................. 27

CONFIDENTIALITY, INTELLECTUAL PROPERTY, PRIVACY & RIGHT TO INFORMATION..................................................................................................... 27 11.1 11.2 11.3 11.4

12

Termination for cause ............................................................................... 25 Effect of Termination for cause by Principal .............................................. 25 Termination at Will .................................................................................... 26 Effect of Termination on Customer Contract and Rights and Obligations of Parties ....................................................................................................... 26 Clauses which Survive Expiry or Termination............................................. 26

No Liability ................................................................................................ 29

GENERAL .............................................................................................................. 29 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13 13.14 13.15 13.16 13.17 13.18 13.19 13.20 13.21

Amendment ............................................................................................... 29 Entire Understanding ................................................................................. 29 Further Assurance ..................................................................................... 29 Security/Performance Guarantee ............................................................... 29 Force Majeure ........................................................................................... 30 No Assignment or Novation ....................................................................... 30 Subcontracting .......................................................................................... 30 Marketing and Promotion .......................................................................... 30 Financial Viability ....................................................................................... 31 Notices ...................................................................................................... 31 Supplier Transition .................................................................................... 31 Meetings and Reporting............................................................................. 31 Legal Costs and Expenses ......................................................................... 31 GST ........................................................................................................... 31 Stamp Duty ............................................................................................... 32 Waiver and Exercise of Rights ................................................................... 32 Survival of Indemnities .............................................................................. 32 Enforcement of Indemnities ...................................................................... 32 No Merger ................................................................................................. 32 Negation of Employment Agency ............................................................... 32 Governing Law and Jurisdiction ................................................................. 33

SCHEDULE A ...................................................................................................................... 35 Deed Details............................................................................................................ 35 SCHEDULE B ...................................................................................................................... 36 Price Schedule......................................................................................................... 36 SCHEDULE C ...................................................................................................................... 37 Customers (in New South Wales) ............................................................................ 37 Customers (in Queensland) ..................................................................................... 37

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Customers (in South Australia)................................................................................ 37 Customers (Victoria) ............................................................................................... 38 SCHEDULE D ...................................................................................................................... 39 Standard terms of Contract between a Customer and the Contractor ..................... 39 SCHEDULE E ....................................................................................................................... 50 Deliverables Specification ........................................................................................ 50 SCHEDULE F ....................................................................................................................... 68 Regional Representation ......................................................................................... 68 SCHEDULE G ...................................................................................................................... 69 Special Conditions ................................................................................................... 69

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Preferred Supplier Arrangement

DATE

/

/2011

BETWEEN

LGCS PTY LTD AS TRUSTEE FOR THE LGCS TRUST NO. 1 AND TRADING AS LOCAL GOVERNMENT CORPORATE SERVICES ACN 094 805 964 ABN 90 602 350 622 OF 16 HUTT ST, ADELAIDE SA 5000 (PRINCIPAL)

AND Geminex Pty Ltd T/A Totally Workwear Richmond ABN 70 090 580 760 ACN 090 580 760 Registered Address: Unit 2A, 240-356 South Road, Richmond, SA. 5033. (Contractor)

RECITALS A.

The Principal issued the Request for Tender for the supply of the Deliverables.

B.

The Contractor submitted the Tender that was accepted by the Principal.

C.

The Principal and the Contractor have agreed to enter into a Preferred Supplier Arrangement for the supply of the Deliverables on the terms set out in this Deed.

Page 5 Richmond)_SA.docx

NPN 2 11 Preferred Supplier Deed (Totally Workwear

THIS DEED WITNESSES 1.

DEFINITIONS & INTERPRETATION

In this Deed unless expressed or implied to the contrary: 1.1

Interpretation 1.1.1

1.1.2

1.1.3

1.1.4

A reference to a party to the Deed includes: 1.1.1.1

in the case of a natural person, that person and his/her personal representatives and assigns (transferees); and

1.1.1.2

in the case of a corporation, the corporation, its successors and assigns (transferees).

Where a party is composed of 2 or more persons, each item of agreement by the party binds: 1.1.2.1

all of those persons collectively; and

1.1.2.2

each of them as an individual.

A reference to: 1.1.3.1

the singular includes the plural, and vice versa;

1.1.3.2

a gender includes each other gender;

1.1.3.3

a person includes a corporation, a firm, and a voluntary association;

1.1.3.4

an Act includes an Act that amends, consolidates or replaces the Act and any subordinate legislation;

1.1.3.5

a section or other provision of an Act includes a section or provision that amends, consolidates or replaces the section or provision;

1.1.3.6

money is a reference to Australian dollars and cents;

1.1.3.7

a time of day is a reference to Australian Eastern Standard Time;

1.1.3.8

a document includes, but is not limited to, any drawing, specification, material, record or other means by which information can be stored or reproduced; and

1.1.3.9

the words ‘include’, ‘included’ or ‘including’ when those words are used, will be interpreted as if they were preceded by the further words ‘but not limited to’ or the appropriate grammatical derivative;

No rule of construction or interpretation of the Deed shall apply to either Principal’s or the Customer’s disadvantage solely because the Principal prepared the Deed or either of them rely on a provision of the Deed.

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1.1.5

Clause headings exist for convenience only and are to be disregarded when interpreting the Deed.

1.1.6

All information delivered as part of the Deliverables supplied under this Deed must be written in English. Where any document is a translation into English, the translation must be accurate.

1.1.7

If a provision of the Deed is void, voidable, illegal or unenforceable, the provision will be deemed deleted from the Deed.

1.2

Definitions

Administration Fee means the administration fee set out as Item 9 in Schedule A payable by the Contractor to the Principal in accordance with clause 7. Authorised Officer means an authorised officer of the Principal (or in the case of an Order, the Customer) whose details may be updated from time to time by written notice to the Contractor. Business Day means Monday to Friday excluding public holidays in New South Wales, Queensland, South Australia and Victoria. Commencement Date means the commencement date set out in Item 4 of Schedule A. Confidential Information means in relation to a party, information that: (a)

is by its nature confidential;

(b)

is designated by that party as confidential; or

(c)

the other party knows or ought to know is confidential.

Consideration means consideration payable under this Deed in return for a Taxable Supply, but does not include any amount on account of GST. Contract Number means the contract number set out in Item 1 of Schedule A. Contract Price means the total amount payable by the Customer to the Contractor for the Deliverables ordered under a Customer Contract and calculated in accordance with the relevant provisions under Schedule D. Contractor’s Representative means the Contractor’s authorised representative for the purposes of this Deed and any Customer Contract whose details may be updated from time to time by written notice. Customer means any entity listed in Schedule B as amended from time to time, and such other councils, persons or entities which the Principal may from time to time, in its discretion, determine by notification to the Contractor, including the Principal acting in its own capacity. Customer Contract means the contract that is made between the Contractor and a Customer when the Customer places an Order, on the terms set out in Schedule D, as provided for in clause 5.2.2 or as otherwise varied by agreement between the parties in a manner permitted by this Deed.

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Customer Data means information held by the Principal (including electronically) about the Contractor which is made available to Customers. Deed means this document, including any attachments and Schedules. Deliverables means the goods and/or services to be supplied by the Contractor in accordance with this Deed and itemised in the Specification and the Price Schedule as amended from time to time in accordance with this Deed. Expiry Date means the expiry date set out in Item 4 of Schedule A. Force Majeure Event means any occurrence or omission outside a party’s reasonable control, by which the party relying on the event is prevented from or delayed in performing its obligations under this Deed other than: (a)

a payment obligation;

(b)

an industrial dispute involving the Contractor’s own staff or subcontractors staff; or

(c)

a change in the law which could have reasonably been anticipated prior to the commencement date specified in Item 4 of Schedule A (including for the avoidance of doubt any carbon trading scheme or emissions tax).

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time). GST has the same meaning given to that term in the GST Act. Insolvent means in relation to a party means that it has: (a)

a petition presented against it (that is not discharged or withdrawn within 10 Business Days of its presentation), an order made, a resolution passed or a meeting summoned or convened to consider a resolution for its winding up;

(b)

a receiver appointed over its assets or undertaking or any part of them;

(c)

ceased to pay its debts or suspended payment generally or became insolvent or unable to pay its debts as and when they become due and payable;

(d)

an official manager, trustee, voluntary administrator, liquidator or provisional liquidator appointed for all or any part of its assets or undertaking;

(e)

ceased to trade;

(f)

been wound up or struck off;

(g)

entered into or resolved to enter into an arrangement, composition or compromise with or assignment for the benefit of its creditors generally or any class of creditors or proceedings are commenced to sanction such an arrangement, composition or compromise other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation.

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Management Fee means the management fee payable by the Contractor to the Principal in accordance with clauses 7.2 and 7.3. Month means a calendar month. NPN Lead Agency means Local Buy Pty Ltd (ACN 090 446 487) of Level 1, 25 Evelyn Street, Newstead, QLD 4006 which has been designated as the lead agency for this National Procurement Network (NPN) Preferred Supplier Arrangement. Order means a written request by a Customer to the Contractor for the supply of any or all of the Deliverables which incorporates the Customer Contract, RFQ and the Contractor’s RFQ response (subject to any written variations agreed between the parties) and Ordered has a corresponding meaning. Preferred Supplier Arrangement means a continuing offer by the Contractor to supply the Deliverables pursuant to the terms of this Deed during the Term, on the Order of any Customer. Price means the price payable for a Deliverable as set out in the Price Schedule and includes the price expressed as a lump sum or a rate per unit of quantity, or if applicable, means that price less any agreed discount or plus any agreed margin. Price Schedule means the documents referred to or set out in Schedule B as updated from time to time in accordance with clause 3. Regional Representation Schedule means the regional representation schedule set out in Schedule F. Reporting Period means the reporting period set out in Item 10 of Schedule A. Request for Quotation or RFQ means a document inviting price quotations from the Contractor which defines the criteria of service, quality and delivery for the Deliverables required by a Customer. Request for Tender means the request for tender issued by the Principal and described in Item 1 of Schedule A. Security means the security in the amount and form specified by the Principal in its discretion and set out in Item 8 of Schedule A. Special Conditions means the special conditions set out in Schedule G which apply to this Deed. Specification means the detailed description of the Deliverables as set out in Schedule E. Supply has the same meaning given to that term in the GST Act. Suspension means a temporary postponement of the Contractor’s right to supply the Services to Customers under this Deed for a period of time and ‘Suspend’ has a corresponding meaning. Taxable Supply has the same meaning given to that term in the GST Act. Tender means the Contractor's tender to the Principal in response to the Request for Tender, which tender has been accepted by the Principal.

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Term means the period of this Deed specified in clause 2.2.1 subject to any extension in accordance with clause 2.2.2.

2.

SUPPLY UNDER A PREFERRED SUPPLIER ARRANGEMENT FOR THE TERM

2.1

Preferred Supplier Arrangement 2.1.1

The Contractor must supply the Deliverables to a Customer (which includes the Principal), on a non-exclusive basis, upon the terms of this Deed and the relevant Customer Contract, at any time during the Term, upon the receipt of an Order from that Customer.

2.1.2

The Contractor acknowledges and agrees that the obligation by the Contractor under clause 2.1.1 constitutes a Preferred Supplier Arrangement which is capable of acceptance by any Customer at any time during the Term.

2.1.3

The Contractor acknowledges that this Deed does not:

2.1.4

2.2

2.1.3.1

imply that the Contractor is the exclusive provider of the Deliverables to a Customer;

2.1.3.2

guarantee any particular volume of purchases or level of Customer spend; or

2.1.3.3

oblige a Customer to place an Order for the Deliverables with the Contractor.

The Contractor must make its pricing and terms under this Deed available to any pre-existing Customer of the Contractor. Upon the written request of the Customer, the Contractor will promptly terminate any pre-existing contractual arrangements between them and enable that Customer to access the Deliverables under the terms of this Deed. There will be no penalty, fees or costs imposed on the Customer for this transition. The change-over date between the contracts will be the first day of the next calendar month unless otherwise stipulated by the Customer.

Term 2.2.1

Subject to clause 2.2.2, this Deed commences on the Commencement Date and expires on the Expiry Date, unless earlier terminated in accordance with this Deed.

2.2.2

The Principal may in its sole discretion extend this Deed for the period or periods specified as the extension period in Item 4 of Schedule A.

2.2.3

Notwithstanding the expiry or termination of this Deed, the terms of this Deed will continue to apply to all Customer Contracts and related Orders entered into during the Term which remain ongoing past the expiry or termination of this Deed until such time as the relevant Customer Contract and related Order is itself terminated or expires.

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2.3

Conflict 2.3.1

3 3.1

2.3.1.1

Special Conditions;

2.3.1.2

Deed;

2.3.1.3

Specification;

2.3.1.4

Request for Tender; and

2.3.1.5

Tender.

2.3.2

Where the Contractor becomes aware of any inconsistency or ambiguity in the documents which constitute this Deed, the Contractor shall immediately bring the inconsistency or ambiguity to the attention of the Principal who will issue instructions consistent with the order of precedence set out in clause 2.3.1.

2.3.3

Once issued, the Principal’s instructions pursuant to clause 2.3.2 shall be binding on the parties with respect to that inconsistency or ambiguity.

DELIVERABLES AND PRICING Variation to Description of Deliverables 3.1.1

The Contractor must notify the Principal in writing as soon as practicable of any proposed variation to the description of a Deliverable offered under this Deed.

3.1.2

A variation under clause 3.1.1 may include a variation to the description of the item number, name or Specification of the Deliverable, but excludes a variation:

3.1.3

3.2

Where any inconsistency or ambiguity arises between the different documents which constitute this Deed, the order of precedence to resolve the inconsistency or ambiguity shall be (listed in order of descending importance):

3.1.2.1

to the Price of the Deliverable;

3.1.2.2

that modifies or upgrades the Deliverable; or

3.1.2.3

that introduces a new Deliverable to the Price Schedule.

The Principal will notify the Contractor of its acceptance or rejection of the proposed variation to the description of the Deliverable. If the proposed variation is accepted by the Principal, the Price Schedule and the Specification will be deemed to be amended to reflect, to the extent agreed by the Principal, the proposed variations, as from the date of notification of acceptance.

Acquisition of Additional Goods, Materials or Services 3.2.1

During the term of this Deed, the Contractor must: 3.2.1.1

notify the Principal in writing from time to time as soon as practicable of any proposed variations to the range of existing

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Deliverables offered under this Deed, or of any proposed new goods/materials/services that the contractor commences producing or sourcing and wishes to offer under this Deed during the term that at the time of the relevant notice are not included in the Specification; and 3.2.1.2

3.3

3.4

at the same time provide to the Principal the amended Price Schedule incorporating any changes under clause 3.2.1.1.

3.2.2

The Principal will notify the Contractor of its acceptance or rejection of the proposed variation to the range of the Deliverables. If the proposed variation is accepted by the Principal, the Price Schedule and the Specification will be deemed to be amended to reflect, to the extent agreed by the Principal, the proposed variations, as from the date of notification of acceptance.

3.2.3

Without limiting the operation of clause 3.2.1, the changes or additions may eventuate as a result of superseded or discontinued products, additional or complementary products, development and improvements, new technologies, revised or amended standards.

3.2.4

Prior to exercise of the Principal’s right under clause 3.2.2 to accept a proposed variation, the Principal will provide other contractors under the initial Request for Tender in relation to Deliverables with an option to supply the same, amended or new goods, materials or services.

3.2.5

This clause 3.2 shall only apply to proposed variations which do not materially deviate from the Specification and the basis on which the Contractor’s Tender was accepted.

Prices for Deliverables 3.3.1

Subject to clauses 3.4, 3.5 and 3.6, the price of the Deliverable to be supplied under the Customer Contract shall be the Price for that Deliverable, less any applicable discount or plus any applicable margin.

3.3.2

Clause 3.3.1 does not prevent the Contractor from offering, or the Contractor and Customer from negotiating to reduce the Price or margin or increase the discount for a particular Deliverable provided that the Price, margin or discount, is consistent with clause 3.5 of this Deed.

Price Adjustment 3.4.1

The Contractor: 3.4.1.1

must not vary the Price or discount of a Deliverable during the first six month period of the Term;

3.4.1.2

may vary the Price or discount of a Deliverable after the first six month period of the Term: 3.4.1.2.1

if the variation of the Price or discount of a Deliverable was specifically set out in the Tender (and accepted by the Principal); or

3.4.1.2.2

otherwise in accordance with this clause 3.4.

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3.5

3.4.2

After the first six month period of the Term, but no more than once during each six month period, the Contractor may apply in writing to the Principal to vary the Price or discount of a Deliverable. Any such application must include written substantiation for the Price or discount variation.

3.4.3

The Principal may approve or reject the proposed variation in Price or discount for the Deliverable by written notification to the Contractor. The Principal is entitled to accept or reject a Price or discount variation application in its absolute discretion. Where the Price or discount price variation is accepted by the Principal, the Price Schedule will be deemed to be amended to the extent agreed by the Principal, to include the varied Price or discount and such variation will take effect from the date specified by the Principal.

3.4.4

Without limiting clause 3.4.3, the Principal reserves the right to delete a Deliverable from the Price Schedule or terminate this Deed if it considers a Price or discount variation application to be unreasonable.

3.4.5

The Contractor is to notify the Principal of any decrease in the Price (or improvement of discounts offered). The Contractor is to provide such notification in writing as soon as possible. Upon receipt of such notification, any decrease to the Price (or improvement of discounts offered) will have immediate effect. An application can be submitted via letter in writing addressed to the NPN Lead Agency.

3.4.6

An application to increase the Price of a Deliverable shall not exceed 5% unless the circumstances set out in clause 3.4.7 apply in which case the application to increase the Price of a Deliverable shall not exceed 10%.

3.4.7

Where extraordinary market circumstances have adversely affected the Contractor’s ability to continue to provide the Deliverables at the agreed Price under the Contract, an application to vary the Price or discount may be submitted by the Contractor to the NPN Lead Agency. Any such Application must be made in writing, and must be submitted to the NPN Lead Agency as soon as practicable.

3.4.8

All requests for Price adjustments by the Contractor must be submitted to the NPN Lead Agency who will respond, following discussions with other NPN members, on behalf of all parties to the Request for Tender. The NPN Lead Agency’s decision is final and where the Price or discount price variation is accepted by the Principal, the Price Schedule will be deemed to be amended to the extent agreed by the Principal, to include the varied Price or discount and such variation will take effect from the date specified by the Principal.

Best Price 3.5.1

The Contractor represents that the Price, margin or discount for a Deliverable will be no less favourable than the Price, margin or discount applicable to any other public sector purchasers of substantially similar goods and/or services or quantities of goods and/or services (the Similar Deliverables) of the Contractor.

3.5.2

The Contractor agrees that where it offers a more favourable Price, margin or discount to any other public sector purchaser of Similar

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Deliverables, it will make the more favourable Price, margin or discount available to all Customers entitled to the benefit of this Deed. The Contractor agrees that a failure to comply with this clause 3.5 will entitle the Principal to terminate this Deed in accordance with clause 9.1. 3.6

Maximum Ceiling Price

The Contractor acknowledges and agrees that:

3.7

3.6.1

the Price for each Deliverable in the Price Schedule is a maximum ceiling price which cannot be exceeded without the Contractor applying for a price variation under clause 3.4 of this Deed.

3.6.2

the discount for each Deliverable in the Price Schedule is a minimum discount which cannot be reduced without the Contractor applying for a discount variation under clause 3.4 of this Deed.

3.6.3

where it offers a temporary or periodic price or discount special that is lower than a Price, or greater than a discount respectively, specified in the Price Schedule it will make available that lower Price or greater discount, to all Customers and will promptly notify the Principal of such temporary or periodical Price or discount special.

Price Audit

Where the Price incorporates a discount or margin, the Principal, upon giving the Contractor reasonable notice, has the right to inspect and audit the Contractor's cost and Price structure at any time throughout the Term. 3.8

Regional Representation

Where the Contractor wishes to supply the Deliverables pursuant to this Deed to any territories not set out in the Regional Representation Schedule the Contractor shall prior to commending such supply advise the NPN Lead Agency of such change. 4 4.1

SUSPENSION Suspension of Contractor 4.1.1

A Suspension is based upon an expectation by both the Contractor and the Principal to resume the Deed after the period of Suspension, providing the cause giving rise to the Suspension is resolved to the Principal’s satisfaction.

4.1.2

The Suspension period will form part of the defined Term of the Deed.

4.1.3

During the Suspension period, the Contractor and the Principal are required to keep in regular contact about the prospects and timeframe for resuming the Deed.

4.1.4

The Deed resumes at the end of the Suspension period. However, if both the Contractor and the Principal agree in writing, the Contractor can resume the Deed prior to the end date of the Suspension period.

4.1.5

During the Suspension period, the Principal will immediately notify any existing or inquiring prospective Customers(s) of the Contractors

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Suspension, and will provide reasons for the Contractor’s Suspension to any existing or inquiring prospective Customers(s). 4.1.6

During the Suspension period, the Principal may remove, amend or alter the Contractor’s Customer Data.

4.1.7

The Contractor may be suspended under the following circumstances:

4.1.8

4.2

4.1.7.1

where the Contractor has legitimate business reasons affecting the Contractor’s ability to supply the Deliverables (“Suspension for legitimate business reasons”); or

4.1.7.2

where, in the reasonable opinion of the Principal, the Contractor has breached or is likely to breach the Deed or a Customer Contract (“Suspension by the Principal”).

During the Suspension period, the Contractor must not accept any new Orders for the supply of the Deliverables from any Customer without the prior written approval of the Principal.

Suspension for Legitimate Business Reasons 4.2.1

An application for Suspension may be made by the Contractor only for legitimate business reasons affecting the Contractor’s ability to supply the Deliverables. Legitimate business reasons may include, but are not limited to, business re-location or a Force Majeure Event.

4.2.2

An application for Suspension by the Contractor for a legitimate business reason must be an action of last resort.

4.2.3

An application for Suspension by the Contractor must be made in writing. The Contractor must provide the Principal with evidence that the Contractor has used their best endeavours to avoid the need for a Suspension.

4.2.4

Within five (5) business days of receipt of an application for Suspension for legitimate business reasons, the Principal will advise the Contractor in writing of whether the Suspension application has been accepted or declined.

4.2.5

During the period of Suspension approved for a legitimate business reason, the Contractor must use their best endeavours to avoid the need to request an extension of the Suspension period. If the Contractor needs to extend the initial Suspension period for legitimate business reasons, then the Contractor must provide the Principal with reasons in writing as to why an extension of the Suspension period is required.

4.2.6

The maximum period for Suspension of the Contractor for a legitimate business reason is thirty (30) days. However, if the Contractor has submitted a request for an extension of the Suspension period to the Principal, the Suspension period may be extended by the Principal upon consideration of all the circumstances, including the best endeavours used by the Contractor during the initial Suspension period, together with the evidence provided by the Contractor to support an extension of the initial Suspension period.

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4.2.7

4.3

Suspension by the Principal 4.3.1

The Principal may, by written notice, suspend the Contractor at any time on terms and conditions specified by the Principal if, in the reasonable opinion of the Principal, the Contractor has breached or is likely to breach the Deed or a Customer Contract or as otherwise set out in this Deed.

4.3.2

The Principal will notify the Contractor in writing of their Suspension from the Deed (a “Suspension Notification Form”). The Suspension Notification Form must be signed by the Principal. The Suspension Notification Form will contain:

5.1

4.3.2.1

the reason(s) for the Suspension; and

4.3.2.2

a review or expiry date for the Suspension.

4.3.3

The Contractor shall remain liable for the delivery of the Deliverables Ordered prior to the Suspension date, as well as for all charges due throughout the Suspension period.

4.3.4

If the Contractor has been suspended under this clause 4.3, it will be at the sole discretion of the Principal to resume the Deed. If the Principal agrees to resume the Deed, the Principal will require:

4.3.5

5

Within five (5) business days of receipt of a request for an extension of the Suspension period, the Principal will advise the Contractor whether the application for an extension of the initial Suspension period has been accepted or declined.

4.3.4.1

payment in full from the Contractor of any outstanding amounts of money the Contractor is required to pay under the Deed within seven (7) business days; and

4.3.4.2

payment of a reactivation fee of $550.00 (inclusive of GST) within thirty (30) days.

The Principal is under no obligation to provide the Contractor with a copy of the Customer Data if the Principal has suspended the Contractor under this clause 4.3. However, at the Contractor’s request the Principal may agree to provide the Contractor with a copy of their Customer Data, and if so the Principal is entitled to charge a reasonable fee for service.

SPECIFIC OBLIGATIONS OF THE CONTRACTOR Contractor to fulfil all Orders 5.1.1

The Contractor must fulfil all Orders which are accepted by it during the Term in accordance with this Deed (including the Specification and the Pricing Schedule) and the Customer Contract.

5.1.2

The Contractor acknowledges and agrees that a Customer may place an Order with the Contractor for any one type or item of the Deliverables either at one time or in instalments or in such quantity as may be required from time to time.

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5.2

5.3

5.1.3

If the Contractor does not agree to any additional conditions specified by the Customer in an Order, the Contractor must promptly contact the Customer to negotiate in good faith the application of any additional conditions to the Order. Subject to the terms of this Deed, the Contractor acknowledges that no additional condition may derogate from the provisions contained in this Deed, including the terms set out in Schedule D which will apply to each Customer Contract. To the extent that any additional condition derogates from the terms of this Deed including the terms set out in Schedule D, such additional condition will be void and will have no effect.

5.1.4

If the Principal so requests, the Contractor must provide the Principal with a copy of each Order, in its final form, within 14 days after agreeing the form of the Order with the Customer.

Conflict of Interest 5.2.1

The Contractor warrants that, to the best of its knowledge, no conflict of interest of the Contractor, its employees, agents or subcontractors exists or is likely to arise in the performance of its obligations under this Deed.

5.2.2

The Contractor must: 5.2.2.1

notify in writing, and consult with, the Principal immediately upon becoming aware of the existence or possibility of a conflict of interest; and

5.2.2.2

comply with any direction given by the Principal in relation to those circumstances design to manage that conflict of interest.

5.2.3

For the purposes of this clause 5.2, "conflict of interest" includes engaging in any activity, or obtaining any interest, likely to conflict with the performance by the Contractor of, or to restrict the Contractor in performing, its obligations under the Deed.

5.2.4

The Principal may immediately terminate the Deed or Suspend the Contractor in accordance with clause 4.3 if in its view a conflict of interest exists which prevents the proper performance of the Deed.

Contractor to inform itself

The Contractor will be deemed to have: 5.3.1

examined carefully and to have acquired actual knowledge of the contents of all of this Deed and any other information made available in writing by the Principal to the Contractor for the purposes of the Request for Tender and this Deed; and

5.3.2

satisfied itself as to the correctness and sufficiency of its response to the Request for Tender and that the prices in the Price Schedule cover the costs of complying with all of its obligations under the Deed and of all matters and things necessary for the proper performance and completion of the Deed.

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5.4

Obligation to supply Deliverables at Prices set out in Price Schedule

The Contractor must supply the Deliverables at such Prices as specified in the Price Schedule, as may be varied in accordance with clause 3.4, except where otherwise agreed with the Principal in accordance with this Deed. The Prices, except as specifically provided, are inclusive of all the costs, expenses, levies, taxes, duties and other fees that the Contractor incurs in the supply of the Deliverables unless otherwise set out in the Specification, the Pricing Schedule or Order. 5.5

Minimum insurance requirements

The Contractor must hold and maintain the following broad form liability policies of insurance for the Term, or for such other period as may be specifically required by this Deed for the particular policy:

5.6

5.7

5.5.1

public liability insurance for at least the amount specified in Item 5(a) of Schedule A in respect of each claim; and

5.5.2

products liability insurance for at least the amount specified in Item 5(b) of Schedule A for the total aggregate liability for all claims arising out of the Contractor's products for the period of cover; and

5.5.3

workers compensation insurance in accordance with applicable legislation for the Contractor's employees; and

5.5.4

any other type of policy of insurance the Contractor would reasonably be expected to hold by a prudent operator of a similar business as that of the Contractor.

Evidence of Insurances 5.6.1

The Contractor must, at reasonable request by the Principal, produce to the Principal certified true copies of certificates of currencies, policies of insurance and receipts showing that all premiums in respect of the insurances referred to in clause 5.5 have been paid and such insurances are in place.

5.6.2

The Principal will organise access for the Contractor to the World Wide Web based contract compliance system “mycontractor.com.au” which unless otherwise requested, will be used as the method for lodgement of the documents required in clause 5.6.1.

Compliance with laws and standards

The Contractor must in carrying out this Deed comply with:

5.8

5.7.1

all applicable statutory requirements; and

5.7.2

all applicable codes, policies, guidelines and Australian Standards including those notified in writing by the Principal to the Contractor.

Canvassing

The Principal may immediately terminate the Deed or Suspend the Contractor in accordance with clause 4.3 if in its view the Contractor, to solicit support for this Preferred Supplier Arrangement or otherwise seek to influence an outcome of this Preferred Supplier Arrangement, or a Customer Contract: NPN 2.11 (Corporate Wardrobe – Goods and Services)

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5.9

5.8.1

offers any inducement, fee or reward to any director or employee of the Principal, any member or officer of a Customer or any person acting as an advisor for the Principal; or

5.8.2

canvasses, lobbies or petitions any of the persons referred to in paragraph 5.8.1; or

5.8.3

contacts any director or employee of the Principal about the Preferred Supplier Arrangement or any process relating thereto, except as authorised or contemplated by this Preferred Supplier Arrangement including (but without limitation) for the purposes of discussing the possible transfer to the employment of the Contractor of such director or employee.

Non-collusion

The Principal may immediately terminate the Deed or Suspend the Contractor in accordance with clause 4.3 if in its view the Contractor:

5.10

5.9.1

seeks to vary a Price under this Deed in accordance with an agreement or arrangement with any other contractor which is a party to a similar Preferred Supplier Arrangement with the Principal; or

5.9.2

enters into any agreement or arrangement with any other contractor that it shall refrain from entering a Customer Contract unless certain additional conditions apply; or

5.9.3

causes or induces any person to enter such agreement as is mentioned in either paragraph 5.9.1 or 5.9.2 above; or

5.9.4

canvasses, lobbies or petitions any of the persons referred to in paragraph 5.9.1 or 5.9.2 above in connection with this Deed or the outcome of this Preferred Supplier Arrangement, or a Customer Contract; or

5.9.5

offers or agrees to pay or give or does pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other similar Preferred Supplier Arrangement or proposed similar Preferred Supplier Arrangement any act or omission; or

5.9.6

communicates to any person other than the Principal the amount of any Price variation (except where such disclosure is made in confidence in order to obtain quotations necessary for the preparation of the documents substantiating the price variation).

General Indemnity 5.10.1

The Contractor is liable for and indemnifies and must keep indemnified, the Principal and its officers, employees and agents against any claim, loss or expense (including a claim, loss or expense arising out of personal injury, death or damage to property) which any of them suffers, incurs or is liable for (including reasonable legal costs on a solicitor and client basis) (together the Loss) as a result of:

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6 6.1

5.10.1.1

the defective or negligent supply or non-supply of any Deliverables;

5.10.1.2

any unlawful, negligent, reckless or deliberately wrongful act or omission of the Contractor (or its employees, agents or subcontractors or their employees) in the performance of this Deed; or

5.10.1.3

any breach by the Contractor of this Deed.

5.10.2

The Contractor's liability in respect of the indemnity given under this clause 5.10 shall be reduced proportionately to the extent that any unlawful, negligent, reckless, or deliberately wrongful act or omission of the Principal, its officers, employees or agents caused or contributed to the Loss.

5.10.3

Despite clause 5.10.1 and 5.10.2, the Contractor will not be liable for any special, indirect, incidental or consequential damage arising out of or in connection with this Deed.

REQUEST FOR QUOTATION AND ORDERING PROCESS Request for Quotations 6.1.1

A Customer may submit a RFQ with further information and specifications of their requirements and/or required accessories, spare parts, maintenance and training services.

6.1.2

Where the Contractor wishes to submit a quotation, the Contractor must respond to a Customer RFQ in writing in the manner and within the period set out in the Customer’s RFQ or as otherwise agreed with the relevant Customer.

6.1.3

If the Contractor is unable to meet any of the requirements of a specific RFQ, this should clearly be noted in the Contractor’s RFQ response.

6.1.4

Any free services which the Contractor nominates to supply, additional to those specified and which the Contractor accepts, shall be carried out in accordance with the details supplied by the Contractor at a time and place approved by the Customer.

6.1.5

Customers are not bound to accept a RFQ response received from the Contractor or any other supplier even where such RFQ is the lowest in price.

6.1.6

If the Contractor’s RFQ response is selected following the RFQ process, the Customer shall accept the Contractor’s offer by issuing an Order pursuant to clause 6.2 below.

6.1.7

For the avoidance of doubt, Customers may use an electronic process (eg Local Buy Vendor Panel) to issue RFQs. Where a Customer makes use of an electronic RFQ process, the Contractor must (if submitting a response) respond via the same electronic process.

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6.1.8

6.2

Neither the Principal nor a Customer accept any liability whatsoever arising from a Contractor’s technical inability to receive or respond to electronic RFQ requests.

Orders 6.2.1

6.2.2

Each Order placed by a Customer with the Contractor shall incorporate (and any inconsistency or ambiguity shall be resolved in the following order of precedence - listed in order of descending importance): 6.2.1.1

the Customer Contract;

6.2.1.2

the requirements of the Order;

6.2.1.3

the requirements of the relevant RFQ;

6.2.1.4

the Contractor’s RFQ response; and

6.2.1.5

the Specification.

Where the Contractor receives an Order from a person other than a notified Authorised Officer or which does not list the Principal’s relevant Contract Number, the Contractor must: 6.2.2.1

not supply the Deliverables identified in the Order; and

6.2.2.2

refer the Order to the relevant Authorised Officer.

6.2.3

A Contractor must not supply other categories of goods and/or services other than those tendered and appointed for under the Deed without the prior written approval of the Principal.

6.2.4

Subject to clauses 6.2.5 and 6.2.6, the terms and conditions of each Order will be those terms set out in Schedule D to this Deed. The Contractor acknowledges that no amendments to the terms set out in the Schedule D of this Deed may be agreed between the Customer and Contractor without prior consent of the Principal.

6.2.5

Where a Customer is bound to use its own standard terms and conditions, that Customer may require that the Contractor comply with those standard terms and conditions. Where this occurs, the Contractor is not bound to accept the Order. Where the Contractor does accept the Order, the Customer’s standard terms and conditions shall apply to that Order and take precedence to the extent of any conflict over the terms and conditions set out in Schedule D.

6.2.6

Subject to clause 6.2.7, a Customer may include special conditions in an Order which add to the Customer Contract terms and conditions. These special conditions will only be valid should both the Customer and Contractor agree to them. For the avoidance of doubt, the Contractor shall be deemed to have agreed to such special conditions where the special conditions are clearly set out in an RFQ issued by the Customer and the Contractor commences provision of the Deliverables pursuant to a resulting Order.

6.2.7

Where the special conditions are likely to constitute a material change to the Customer Contract (determined by the parties acting reasonably and

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in good faith), the parties must seek the approval of the Principal prior to the Order being issued. Until such time as the Principal has approved the use of the special conditions, any resulting Order shall not constitute a valid exception to the Customer’s mandated tendering processes.

7

6.2.8

The Principal may at any time request a copy of the standard terms and conditions referred to in clause 6.2.5, special conditions referred to in clause 6.2.7, an Order, RFQ and/or RFQ response (and/or associated information) from the Contractor and the Contractor shall provide the Principal with such documentation and/or information within 7 days of the request (or such other time period as may be agreed between the parties).

6.2.9

If the Principal finds that any documents constituting an Order (including for the avoidance of doubt the Customer’s own standard terms, RFQ and/or special conditions) substantially conflict with the terms and conditions of the Deed or the Customer Contract, the Principal shall consult the Customer and Contractor to resolve the matter.

6.2.10

If the matter cannot be resolved as set out 6.2.9 above, the Principal may at its discretion deem the relevant Order as being non-compliant with the terms of the Deed and as such not constituting a valid exception to the Customer’s mandated tendering processes.

ADMINISTRATION FEE, MANAGEMENT FEE AND REPORTING

The Contractor must pay to the Principal an Administration Fee and a Management Fee in accordance with this clause. 7.1

Administration Fee 7.1.1

The initial Administration Fee set out in Item 9 of Schedule A shall be paid by the Contractor to the Principal within 7 days of execution of this Deed.

7.1.2

On the first anniversary of the Commencement Date and subsequent anniversaries, the annual Administration Fee set out in Item 9 of Schedule A becomes owing and payable.

7.1.3

If the Principal elects to extend this Deed for further one year terms (or part thereof) following the initial term, the annual Administration Fee set out in Item 9 of Schedule A becomes owing and payable for each such 12 month period (or part thereof).

7.1.4

Where the Contractor has outstanding Administration Fees under this Deed or another contract with the Principal, the Principal shall invoice the Contractor for the sum owing.

7.1.5

The Contractor shall pay an invoice issued pursuant to clause 7.1.4 within 30 days of the invoice date.

7.1.6

The Principal shall be entitled to immediately suspend or terminate this Deed where the Contractor has failed to comply with clause 7.1.5 and recover any unpaid Administration Fees as a debt due and owing to the Principal.

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7.2

Management Fee 7.2.1

7.3

The Management Fee is calculated at the end of each Reporting Period during the Term, by multiplying: 7.2.1.1

the total (GST-exclusive) amount invoiced in the relevant Reporting Period to all Customers in relation to the supply of the Deliverables during that Reporting Period (based on the Prices in the Pricing Schedule); and

7.2.1.2

the percentage shown in Item 6 of Schedule A.

7.2.2

The amount of the Management Fee will not under any circumstances be shown as a separate charge in any quote or invoice to a Customer.

7.2.3

The Contractor agrees that the Principal may treat all purchases of Deliverables by Customers as Orders under this Deed, whether or not the Contract Number is quoted, unless the Contractor can provide evidence, to the satisfaction of the Principal, that the purchase was made under some other validly tendered contract between the Customer and the Contractor.

7.2.4

The Contractor agrees that the Management Fee payable has been allowed for in the Prices specified in the Price Schedule together with all costs associated with the calculation and proving payment of the Management Fee.

Reporting 7.3.1

Within 14 days after the end of each Reporting Period, the Contractor shall provide to the Principal a Report (the Sales Report) via the Principal’s online reporting system [or other manual system] which reports the: 7.3.1.1

total amount, exclusive of GST, which all Customers are liable to pay in respect of all items invoiced by the Contractor during that Reporting Period in respect of the Deed (or if no sales have occurred, a ‘nil’ return); and

7.3.1.2

the sales information as set out in Item 7 of Schedule A ("the sales information"), or as the Principal requests in writing from time to time.

7.3.2

Following receipt of a Sales Report, the Principal shall compile a tax invoice based on the Sales Report and the Management Fee calculation method set out in clause 7.2.1 and forward that invoice to the Contractor. The Contractor shall then forward payment to the Principal within 14 days after the date of the invoice.

7.3.3

Where the Contractor has submitted three (3) consecutive ‘nil’ returns pursuant to clause 17.3.1.1, the Principal may request a meeting to be held at the Principal’s office (or if acceptable to the Principal by telephone) to discuss the reasons for the ‘nil’ returns. If so requested by the Principal, the Contractor shall provide a detailed marketing and sales engagement strategy for the next Reporting Period.

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7.3.4

If requested in writing by the Principal, the Contractor must within 30 days after the end of the Contractor's financial year, provide to the Principal a certificate prepared by an independent auditor confirming the accuracy of all sales information provided by the Contractor as to Deliverables sold or provided and the Management Fee paid or payable.

7.3.5

The Principal may at its own cost, take such measures as it considers reasonable in the circumstances (including the appointment of an auditor) to verify the amount of the Management Fee due to the Principal by the Contractor.

7.3.6

If the measures taken in clause 7.3.4 and 7.3.5 verify that the Contractor has not paid the Management Fee that is actually due to the Principal, the Contractor must: 7.3.6.1

remit the difference between the Management Fee paid to the Principal and the Management Fee actually due to the Principal within 30 days of a direction from the Principal; and

7.3.6.2

at the discretion of the Principal, reimburse the Principal's costs and expenses of the measures taken (including any auditor's fees) under clause 7.3.5 to the Principal.

7.3.7

The Contractor shall during the Term of this Deed and for a 48 month period after the Deed has expired or is terminated, keep secure all relevant documents and information for the purposes of this clause and give any auditor appointed by the Principal access to those documents and information at all reasonable times.

7.3.8

In the event that a Contractor agrees to, or supplies the Deliverables to a Customer during the Term, the Contractor is obliged to pay a Management Fee for those Deliverables and any further deliverables supplied to that Customer during the Term, on the terms of this Deed.

7.3.9

The Principal shall be entitled to immediately Suspend the Contractor pursuant to clause 4.3 or terminate this Deed where the Contractor; 7.3.9.1

fails to attend a meeting and/or provide the detailed marketing and sales engagement strategy requested by the Principal pursuant to clause 7.3.3;

7.3.9.2

fails to implement the engagement strategy;

7.3.9.3

submits four ‘nil’ returns; or

7.3.9.4

fails to comply with clause 7.3.2 in which case the Principal may recover the unpaid Management Fees as a debt due and owing to the Principal.

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marketing

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8 8.1

PERFORMANCE MONITORING Monitoring of performance

The Contractor must meet with the Principal from time to time, as reasonably directed by the Principal, to evaluate and monitor performance of this Deed (including Customer Contracts) by the Contractor on the basis of the criteria specified by the Principal or otherwise agreed by the parties. 8.2

Exchange of Contractor information

The Contractor authorises the Principal and its employees and agents to make available to Customers information concerning the Contractor, including any information provided by the Contractor to the Principal and any information relating to the Contractor's performance under the Deed, or the Contractor's financial position. 9 9.1

TERMINATION Termination for cause 9.1.1

9.2

Without prejudice to its rights at common law, the Principal may immediately terminate this Deed, by written notice to the Contractor (a Notice of Termination for Cause): 9.1.1.1

where the Contractor makes any statement, fact, information, representation or provides material which is false, untrue, or incorrect in a way which adversely affects the Deed;

9.1.1.2

where proceedings or investigations are commenced or threatened by the Independent Commission Against Corruption, Australian Competition and Consumer Commission or similar public body against the Contractor including for corrupt conduct or for collusive pricing;

9.1.1.3

where the Contractor commits a substantial breach of the Deed that is not capable of remedy;

9.1.1.4

where the Contractor commits a substantial breach of the Deed in a manner that is capable of remedy and does not remedy the breach within 7 days of receiving a notice from the Principal requiring it to do so (Notice of Breach), or such further time, having regard to the nature of the breach and a reasonable time to remedy it, as the Prinicpal may reasonably allow;

9.1.1.5

where the Contractor has been suspended from the Deed pursuant to clause 4 for more than thirty (30) days;

9.1.1.6

if the Contractor becomes Insolvent; or

9.1.1.7

as otherwise explicitly provided for in this Deed.

Effect of Termination for cause by Principal 9.2.1

If the Principal terminates this Deed under clause 9.1.1 the Principal may:

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9.3

9.2.1.1

contract with any other person to complete the provision of the Deliverables including but not limited to any Order remaining to be filled; and

9.2.1.2

deduct reasonable loss or damages arising from or in connection with the termination, including any loss or damages incurred by a Customer under any Customer Contract (which may be ascertained and certified by the Principal), from any money due, or which may become due to the Contractor (whether under this Deed or any Customer Contract) and/or from the Security (if any); and

9.2.1.3

recover from the Contractor in an appropriate court the balance of any monies remaining unpaid as a debt due and payable by the Contractor to the Principal.

9.2.1.4

The Principal's termination under clause 9.1.1 will not affect any Customer Contract unless the context requires it.

Termination at Will 9.3.1

9.4

No earlier than 12 months after the Commencement Date, the Principal may, upon giving the Contractor not less than one Month's prior written notice, terminate this Deed. At the end of the notice period, this Deed will be at end.

Effect of Termination on Customer Contract and Rights and Obligations of Parties

9.5

9.4.1

Termination of this Deed under clause 9 by the Principal will not affect any Customer Contract unless the Customer requires for the relevant Customer Contract to be terminated.

9.4.2

Termination of the Deed under clause 9 will not affect the rights and obligations of the parties that have accrued up to the date of termination.

9.4.3

For the avoidance of doubt, termination or expiry of this Deed shall not in any way affect the Contractor’s liability to pay the Management Fees which may be claimed as a debt due by the Principal.

Clauses which Survive Expiry or Termination

Clauses 1, 2.3, 5.6, 5.7, 5.11, 7, 8.2, 9.5, 11, 12 and 13 (inclusive) shall survive the expiry or termination of this Deed. 10 DISPUTE RESOLUTION 10.1

Procedure for Resolving Dispute 10.1.1

The parties agree to attempt in good faith to resolve through negotiation any dispute regarding the Deed.

10.1.2

If a dispute arises between the parties which cannot be resolved at an operational level, either party may give written notice of the dispute to the other party (a “Dispute Notice”). A Dispute Notice must adequately identify and provide details of the dispute.

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10.1.3

10.2

Following receipt of a Dispute Notice the following process shall be followed: 10.1.3.1

each party must submit the dispute to one of its senior officers who has not previously been involved in the dispute (“Negotiators”) within 3 Business Days of receipt of the Dispute Notice.

10.1.3.2

the Negotiators must meet as soon as practicable to resolve the dispute; and

10.1.3.3

if the Negotiators cannot resolve the dispute within 14 days of its reference to them (or such other time period as may be agreed between them), either party may submit the dispute to arbitration in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Arbitration Rules. The arbitrator’s decision shall be final and the arbitrator’s costs shall be borne by the losing party unless otherwise determined by the arbitrator.

Continuing Obligations & Injunctive Relief 10.2.1

Notwithstanding the existence of a dispute each party must continue to perform its obligations under each Customer Contract.

10.2.2

Nothing in this clause 10 shall prejudice the right of a party to institute proceedings to enforce payment due under the Deed or to seek injunctive or urgent interlocutory relief in respect of a dispute under this clause 10 or any matter arising under the Deed.

11 CONFIDENTIALITY, INTELLECTUAL PROPERTY, PRIVACY & RIGHT TO INFORMATION 11.1

Confidentiality 11.1.1

Subject to clauses 11.1.2 and 11.1.4, neither party is to disclose any Confidential Information in connection with this Deed to any person other than the other party without first obtaining the written consent of the other party.

11.1.2

Either party may disclose the Confidential Information to its officers, employees and agents, professional advisors or a Customer where the disclosure is necessary to carrying out their duties for the purposes of this Deed.

11.1.3

Each party must ensure that the Confidential Information is used solely in connection with, or for the purposes of, the provision of Deliverables or administering the Deed.

11.1.4

This clause 11.1 does not affect either party’s obligation to disclose any Confidential Information that is required to be disclosed by law (including for the avoidance of doubt under right to information legislation).

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11.2

Intellectual Property 11.2.1

11.3

Privacy 11.3.1

11.3.2

11.4

Unless otherwise set out in the Specification, this Deed shall not affect the intellectual property rights of either party.

Where the Contractor or its subcontractors have access to or are responsible for holding personal information, the Contractor must: 11.3.1.1

comply with all relevant information privacy legislation; and

11.3.1.2

ensure that personal information is protected against loss, unauthorised access, use, modification or disclosure, and against other misuse; and

11.3.1.3

not use personal information other than for the purpose of the Deed, unless required or authorised by law; and

11.3.1.4

not disclose the personal information without the written agreement of the Principal, unless required or authorised by law; and

11.3.1.5

not transfer the personal information outside Australia without the consent of the Principal; and

11.3.1.6

ensure that its personnel do not access, use or disclose the personal information other than in the performance of their duties; and

11.3.1.7

immediately notify the Principal if it becomes aware that a disclosure of personal information is, or may be, required or authorised by law; and

11.3.1.8

fully cooperate with the Principal, to enable the Principal to respond to applications for access to, or amendment of, a document containing an individual’s personal information and to privacy complaints; and

11.3.1.9

comply with such other privacy and security requirements as the Principal reasonably advises the Contractor from time to time.

Where the Principal is not reasonably satisfied, on the basis of information provided to it by the Contractor, that proper practices are in place to ensure that the privacy and disclosure of information requirements for Personal Information are being observed and maintained, the Principal may at any time require the Contractor to make its subcontractors aware of its obligations, in accordance with this clause 11.3 including, when requested by the Principal, requiring any subcontractor to promptly sign a privacy undertaking in a form approved by the Principal.

Right to Information 11.4.1

The Contractor accepts and acknowledges that the Principal may be subject to the provisions of right to information legislation and that information relating to the Request for Tender, Tender, this Deed,

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Customer Contract, RFQ and/or Order may be subject to disclosure to third parties. 11.4.2

The Contractor shall clearly label cause harm if disclosed (for information, information with a reasoning supporting its position the Principal.

any information which it believes may instance; trade secrets, confidential commercial value) and provide the prior to disclosing such information to

11.4.3

Notwithstanding clause 11.4.2 above, the Contractor accepts and acknowledges that the Principal is unable to guarantee that any information provided by the Contractor to the Principal will not be disclosed under the provisions of the right to information legislation.

11.4.4

The Contractor accepts and acknowledges that there is no obligation whatsoever on the Principal to advise the Contractor of the receipt of a request for information, the decision made (or reasoning behind any such decision) or the details surrounding the release of any documents.

12 NO LIABILITY 12.1

No Liability 12.1.1

The Contractor acknowledges and agrees that subject to clause 5.11.2, the Principal is not liable to the Contractor for any loss, cost, expense or damage (including by way of a claim under contract, tort (including negligence) statute or otherwise) arising out of or in connection with this Deed except when the Principal is acting in its own capacity as a Customer.

12.1.2

To the extent any liability of the Principal cannot be excluded by law, and to the maximum extent permitted by law, the Principal's liability under this Deed shall be limited to one hundred dollars ($100.00).

13 GENERAL 13.1

Amendment

This Deed may only be varied or replaced by a document duly executed by the parties. 13.2

Entire Understanding

This Deed contains the entire understanding between the parties as to the subject matter contained in it. All previous deeds, representations, warranties, explanations and commitments, expressed or implied, affecting this subject matter are superseded by this Deed and have no effect. 13.3

Further Assurance

Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by this Deed. 13.4

Security/Performance Guarantee 13.4.1

The Contractor shall on or before the date of this Deed provide to the Principal the Security.

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13.5

13.6

13.4.2

The purpose of the Security is to secure the due and proper performance by the Contractor of its obligations under this Deed.

13.4.3

If the Contractor fails to perform (or to properly perform) any of its obligations under this Deed, the Principal may have recourse to the Security, or part of the Security on demand.

Force Majeure 13.5.1

A party will not be entitled to exercise its rights or remedies upon the default of another party to the Deed (whether at common law or pursuant to the Deed) if that default is caused by a Force Majeure Event.

13.5.2

Without limitation, where the Force Majeure Event continues for a period of more than 14 days, the Principal may terminate the Deed by giving written notice to the Contractor.

No Assignment or Novation

The Contractor must not assign or novate this Deed without first obtaining the prior written consent of the Principal. 13.7

Subcontracting

The Contractor may subcontract part or all of the performance of any of the Deliverables under a Customer Contract to a subcontractor approved in writing by the Principal from time to time or identified in Schedule A. The Contractor will continue to be bound by, and responsible for the performance of, the Customer Contract and will remain responsible for the acts and omissions of any sub-contractor as if such acts and omissions were those of the Contractor itself, notwithstanding that part or all of it may have been subcontracted. 13.8

Marketing and Promotion 13.8.1

No information relating to the acceptance of any Tender or the provision of the Deliverables under the Deed may be published in any advertising medium without the prior written approval of the Principal. The written approval must clearly indicate the precise material to which the information is to be provided.

13.8.2

The Contractor may only use the Principal’s logo in the Contractor’s marketing strategy upon receipt of the Principal’s written confirmation to do so. Such use of the Principal’s logo shall be solely limited to the marketing of the Contractor’s services as they apply to the provision of the Deliverables.

13.8.3

The Contractor shall actively promote the Deed during the Term, and liaise with the Principal to establish a marketing plan that ensures that the Contractor’s marketing strategy is effective and consistent with the Principal’s marketing strategies.

13.8.4

The Contractor shall ensure that all information contained on the Principal’s website about their company and the Deliverables is kept up to date at all times and advise the Principal promptly when changes need to be made.

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13.9

13.10

13.11

Financial Viability 13.9.1

The Contractor shall advise the Principal immediately if the Contractor’s financial viability is compromised to the extent that the compromise could reasonably be considered to be a risk to the provision of the Deliverables in accordance with the terms and conditions of this Deed.

13.9.2

The Contractor shall provide the Principal with audited financial statements and/or a current original signed letter from a qualified accountant addressed to the Principal which details and explains the current and prospective financial viability of the Contractor, within fourteen (14) working days of the date of issue of any letter from the Principal to the Contractor requesting such.

13.9.3

Where the Principal has reasonably held concerns about the financial viability of the Contractor, the Principal shall be entitled to suspend the Contractor pursuant to clause 4.3.

Notices 13.10.1

Notices under the Deed may be delivered by pre-paid postage or certified mail, by hand, or by facsimile transmission. Notices are deemed given 5 days after deposit in the mail with postage pre-paid or certified, when delivered by hand, or if sent by facsimile, upon completion as evidenced by a facsimile transmission record. Where a notice is given by facsimile the original document must be posted on the same day as the transmission is sent. The addresses for service of notices are the addresses as shown in this Deed.

13.10.2

A party may change its address for service of notices by giving written notice to the other party to the Deed.

Supplier Transition

In the event that a Customer changes its supplier of the Deliverables, and this change of suppliers involves the transfer of infrastructure or information to occur between a previous supplier and the Contractor or the Contractor and a new supplier, the Contractor shall at no additional cost to the Customer do all things reasonably within its power to ensure the transition is efficient, orderly, prompt and timely. 13.12

Meetings and Reporting

The Contractor shall at no extra cost supply such reports and attend such meetings as are reasonably requested by the Principal from time to time. 13.13

Legal Costs and Expenses

Each party must pay its own legal costs and expenses in relation to the negotiation, preparation and execution of this Deed and other documents referred to in it, unless expressly stated otherwise. 13.14

GST 13.14.1

In this clause words that are defined in the GST Act have the same meaning as their definition in the GST Act.

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13.15

13.14.2

Except as otherwise provided by this clause, all Consideration payable under this Deed in relation to any supply is exclusive of GST.

13.14.3

If GST is payable in respect of any supply made by a supplier under this Deed, subject to clause 13.14.4 the recipient will pay to the supplier an amount equal to the GST payable on the supply at the same time and in the same manner as the Consideration for the supply is to be provided under this Deed.

13.14.4

The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST payable under clause 13.14.3.

Stamp Duty

The Contractor must pay all stamp duty (including all fines and penalties except those arising from the default of another party) on this Deed and any document executed under it. 13.16

13.17

Waiver and Exercise of Rights 13.16.1

A single or partial exercise or waiver of a right relating to this Deed does not prevent any other exercise of that right or the exercise of any other right.

13.16.2

No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

Survival of Indemnities

Each indemnity in this Deed is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Deed. 13.18

Enforcement of Indemnities

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Deed. 13.19

No Merger

The warranties, undertakings, deeds and continuing obligations in this Deed do not merge on completion. 13.20

Negation of Employment Agency 13.20.1

The Contractor must not represent itself or allow itself to be represented as being an employee or agent of the Principal or any Customer.

13.20.2

The Contractor will not, by virtue of the Deed, be or become an employee or agent of the Principal or any Customer.

13.20.3

Nothing in this Deed is to be taken or construed as creating the relationship of a partnership, joint venture or principal and agent, between any of the parties to the Deed.

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13.21

Governing Law and Jurisdiction

This Deed is governed by and is to be construed in accordance with the laws of New South Wales, Queensland, South Australia and Victoria. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts in New South Wales, Queensland, South Australia and Victoria and waives any right to object to proceedings being brought in those courts.

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EXECUTED by the parties as a deed:

EXECUTED by LOCAL BUY PTY LTD ACN 090 446 487 by being signed by those persons who are authorised to sign for the company:

) ) ) )

..................................................................

Director

..................................................................

Full name

..................................................................

Usual address

..................................................................

Director (or Company Secretary)

..................................................................

Full name

..................................................................

Usual address

EXECUTED Geminex Pty Ltd T/A Totally Workwear Richmond ABN 70 090 580 760 ACN 090 580 760 by being signed by those persons who are authorised to sign for the company:

) ) ) )

..................................................................

Director

..................................................................

Full name

..................................................................

Usual address

..................................................................

Director (or Company Secretary)

..................................................................

Full name

..................................................................

Usual address

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Schedule A Deed Details Item 1

Request for Tender for Contract Number NPN 2.11 issued on 2nd of April, 2011.

Item 2

Contractors Name: Geminex Pty Ltd T/A Totally Workwear Richmond ABN 70 090 580 760 ACN 090 580 760

Item 3 Item 4

Approved Subcontractors: NIL Term: Two (2) years Commencement Date: 11th of July, 2011. Expiry Date: 15th of July, 2013.

Item 5

Extension Period: Two (2) terms each of up to twelve (12) months. Extension commencement date: 15th of July, 2013. Latest Expiry date: 15th of July, 2015. Broad Form Liability Insurance Policy Amount (a) (b)

Public Liability Insurance Limit of Indemnity: $AUS_20 Million Product Liability Insurance Limit of Indemnify: $AUS_10 Million

Item 6

Management Fee Rate: 2.5%

Item 7

Sales Information: Per Specification - Online Reporting

Item 8 Item 9

Security: NIL Initial Administration Fee: Nil Annual Administration Fee: Nil Reactivation Fee: Nil

Item 10 Reporting Period: New South Wales and South Australia – Monthly Queensland and Victoria - Quarterly

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Schedule B Price Schedule

Refer Pricing Schedule (Part 3 Schedule 4 of the ETRF) as submitted at time of tender submission. Tender close: 3rd of May, 2011.

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Schedule C Customers (in New South Wales) • Any council within the meaning of the Local Government Act 1993 (NSW) • Any Aboriginal Land Council within the meaning of the Aboriginal Land Rights Act 1983 (NSW); • any Voluntary Regional Organisation of Councils as referred to in the Local Government Act 1993 (NSW); • the Local Government Association of New South Wales; • the Shires Association of New South Wales; • the Principal acting in its own capacity. This contract will also be available to the following bodies where permitted by their procurement policies or guidelines: • Specific non-profit organisations and/or charities, where approved by Local Government Procurement Pty Ltd. • New South Wales State Government bodies where a State Contracts Control Board (SCCB) contract does not exist for the deliverables listed under this Preferred Supplier Arrangement Deed. Customers (in Queensland) • Queensland Local Governments • Queensland Regional Organisation of Councils (ROCS) • Queensland statutory authorities • Queensland water authorities • Queensland Ports • Queensland State Government departments and agencies • Queensland based charity or not-for-profit organisations. And any other organisation that may reasonably be considered as a Queensland public sector, government or government related body. Customers (in South Australia) • Any council or subsidiary constituted within the meaning of the Local Government Act 1999 (SA) as amended and other organisations as follows: Adelaide Hills Region Waste Management Authority, Adelaide Parklands Authority, Centennial Park Cemetary Authority, Central Local Government Region, East Waste Management Authority, Eastern Health Authority Inc., Eyre Peninsula Local Government Association, Fleurieu Regional Authority, Flinders Mobile Library, Gawler Flood Plains Management Authority, Highbury Landfill Authority, Local Government Risk Services, Local Government Systems Inc., Local Government Managers Association SA Division Inc., Local Super Pty Ltd, Murray & Mallee Local Government Association, Murray Mallee Community Transport Scheme, North Adelaide Waste Management Authority, Nuriootpa Centennail Park Authority, Outback Areas Community Development Trust, Provincial Cities SA, Queen Elizabeth Park Trust, Rundle Mall Authority, South East Local Government Association, Southern & Hills Local Government Association, Southern Eyre Peninsula Subsidiary, Southern Region Waste Resource Authority, Waste Care, Waterproofing Northern Adelaide Regional Subsidiary, West Beach Trust, Western Region Waste Management Authority, Local Government Association of South Australia, Local Government Finance Authority of South Australia or the Principal acting in its own capacity.

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Customers (Victoria) Alpine Shire Council, Bass Coast Shire Council, Baw Baw Shire Council, Casey City Council, Colac Otway Shire Council, East Gippsland Shire Council, Frankston City Council, Glenelg Shire Council , Greater Shepparton City Council, Hepburn Shire Council, Hobsons Bay City Council, Macedon Ranges Shire Council, Maribyrnong City Council, Moreland City Council, Moyne Shire Council, Northern Grampians, Towong Shire Council, Warrnambool City Council, Whitehorse City Council, Wyndham City Council and Yarriambiack Shire Council.

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Schedule D Standard terms of Contract between a Customer and the Contractor STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS 1.

Formation of Customer Contract and Interpretation

1.1

The contract between the Customer and the Contractor comprises these terms and conditions and the Order (together the Customer Contract). To the extent of any inconsistency, these terms and conditions take precedence.

1.2

The Customer Contract shall commence on the date specified in the relevant Order and shall expire, unless terminated earlier, once the Deliverables have been supplied to the satisfaction of the Customer.

1.3

Except where the context otherwise requires, the definitions and rules of interpretation set out in clause 1 of the deed entitled Preferred Supplier Arrangement Deed (Contract Number: NPN 2.11) to which this Customer Contract forms a schedule shall apply to this Customer Contract.

2.

Entire Agreement

2.1

The Customer Contract constitutes the only terms that apply to a Customer’s purchase of Deliverables.

2.2

A Customer will not be bound by any other terms of the Contractor, even if a Customer has signed an invoice or similar document which incorporates additional terms.

3.

Incorporation of Schedules

3.1

The Customer and the Contractor agree that Schedule B (Price Schedule) and Schedule D of the Deed, as amended from time to time in accordance with the provisions of the Deed, are incorporated by reference into this Customer Contract as if they are set out in this Customer Contract.

3.2

The Contractor must notify the Customer of any amendments that may be made from time to time to schedules.

4.

Request for Quotation and Ordering Process

4.1

Request for Quotations 4.1.1

A Customer may submit an RFQ with further information and specifications of their requirements and/or required accessories, spare parts, maintenance and training services.

4.1.2

Where the Contractor wishes to submit a quotation, the Contractor must respond to a Customer RFQ in writing within the period set out in the Customer’s RFQ or as otherwise agreed with the relevant Customer.

4.1.3

If the Contractor is unable to meet any of the requirements of a specific RFQ, this should clearly be noted in the Contractor’s RFQ response.

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4.2

4.1.4

Any free services which the Contractor nominates to supply, additional to those specified and which the Contractor accepts, shall be carried out in accordance with the details supplied by the Contractor at a time and place approved by the Customer.

4.1.5

A Customer may seek clarifications following receipt of a Contractor’s RFQ response.

4.1.6

Customers are not bound to accept a RFQ response received from the Contractor or any other supplier on the Preferred Supplier arrangement even where such RFQ is the lowest in price.

4.1.7

If the Contractor’s RFQ response is selected following the RFQ process, the Customer shall accept the Contractor’s offer by issuing an Order pursuant to clause 4.2 below.

Orders 4.2.1

Each Order placed by a Customer with the Contractor shall incorporate (and any inconsistency or ambiguity shall be resolved in the following order of precedence - listed in order of descending importance): 4.2.1.1 4.2.1.2 4.2.1.3 4.2.1.4 4.2.1.5

4.2.2

the the the the the

Customer Contract; requirements of the Order; requirements of the relevant RFQ; Contractor’s RFQ response; and Specification.

Where the Contractor receives an Order from a person other than a notified Authorised Officer or which does not list the Principal’s relevant Contract Number, the Contractor must: 4.2.2.1 4.2.2.2

not supply the Deliverables identified in the Order; and refer the Order to the relevant Authorised Officer.

4.2.3

A Contractor must not supply other categories of goods and/or services other than those tendered and appointed for under the Deed without the prior written approval of the Principal.

4.2.4

Subject to clauses 4.2.5, 4.2.6 and 4.2.7, a Customer may include special conditions in any Order which add to the Customer Contract. These special conditions will only be valid should both the Customer and Contractor agree to them. For the avoidance of doubt, the Contractor shall be deemed to have agreed to such special conditions where the special conditions are clearly set out in an RFQ issued by the Customer and the Contractor commences provision of the Deliverables pursuant to a resulting Order.

4.2.5

Where the special conditions are likely to constitute a material change to the Customer Contract (determined by the parties acting reasonably and in good faith), the parties must seek the approval of the Principal prior to the Order being issued. Until such time as the Principal has approved the use of the special conditions, any resulting Order shall not constitute a valid exception to the Customer’s mandated tendering processes.

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4.2.6

If on review of the special conditions the Principal finds that the special conditions of an Order substantially conflict with the terms and conditions of the Deed or the Customer Contract, the Principal shall consult the Customer and Contractor to resolve the matter.

4.2.7

If the matter cannot be resolved as set out above, the Principal may deem the relevant Order as being non-compliant with the terms of the Deed and as such not constituting a valid exception to the Customer’s mandated tendering processes.

4.2.8

For the avoidance of doubt, the Principal may request a copy of an Order, RFQ or quotation (or associated information) from either party at any time and the party to whom the request is directed shall provide the Principal with such documentation or information within 7 days of the request (or such other time period as may be agreed between the Principal and the relevant party).

5.

Price

5.1

In circumstances where a Customer does not undertake an RFQ process before issuing an Order, all Deliverables are to be supplied at the Prices as specified in the Price Schedule (which may be amended in accordance with the Deed from time to time). All prices stated in the Order are firm, and are not subject to any escalation.

6.

Supply of Deliverables

6.1

The Contractor must supply the Deliverables to a Customer in the manner, and at the time, specified in the Order. The Deliverables must: 6.1.1 be fit for the purpose for which the Deliverables are intended to be used by a Customer, 6.1.2 comply with the requirements of the Order and Specification; 6.1.3 be of merchantable quality, 6.1.4 conform with samples provided to a Customer (if any), and 6.1.5 carry any applicable manufacturer’s warranties, which must be passed to a Customer on the supply of the Deliverables.

6.2

Upon it becoming evident to the Contractor that the supply of the Deliverables is likely to be delayed, the Contractor must promptly notify the Customer in writing. Such notification shall not release the Contractor from its obligation to supply the Deliverables by the time specified in the Order (subject to the delay being caused by a force majeure event).

6.3

The Contractor shall not be entitled to any increase in the Contract Price or damages, costs or expenses in connection with any delay unless the delay has been caused, or contributed to, by the Customer.

6.4

Unless otherwise provided in the Order or Specification, the Contractor must pay all packaging, freight, insurance, and other charges whatsoever, in connection with the delivery of Deliverables and the return of any Deliverables wrongly supplied and all packaging.

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6.5

Where it is a requirement of the Order or Specification that Deliverables must be installed or commissioned, the Customer shall not be deemed to have accepted the Deliverables unless the Deliverables are satisfactorily installed or commissioned within the period stipulated in the Order or Specification or, if no period is stipulated, within a reasonable period.

6.6

The Customer may conduct any examination or testing of the Deliverables. If the testing shows that the Deliverables do not comply with the Order or Specification or are otherwise defective, the cost of the testing shall be a debt due and payable by the Contractor to the Customer.

6.7

All materials of construction shall be new and all components standardised so that replacements can be installed without structural alteration.

6.8

Unless the Order or Specification states otherwise, all Deliverables supplied must be in accordance with Australian Standards where such exist. Where an Australian Standard does not exist the relevant ISO Standard shall apply.

6.9

Any repairs or replacement Deliverables provided by the Contractor under warranty will be subject to at least the same warranty as the original Deliverables, from the date of repair or replacement.

6.10

Requests for repair under warranty are to be handled by the Contractor so that there is only one point of contact required by Customer to arrange warranty repairs.

6.11

The Contractor must, when attending any premises or facilities of the Customer, comply with all reasonable directions and procedures as notified by the Customer, including those relating to security and occupational health and safety.

6.12

Title in the Deliverables, free of encumbrances, passes to a Customer upon acceptance of the Deliverables by the Customer or upon payment (whichever is the earlier).

6.13

Risk in the Deliverables prior to acceptance by the Customer shall remain with the Contractor except where the damage, deterioration, theft or loss results from a negligent act or omission of the Customer or any agent or employee of the Customer.

7.

Conflict of Interest

7.1

The Contractor warrants that, to the best of its knowledge, no conflict of interest of the Contractor, its employees, agents or subcontractors exists or is likely to arise in the performance of its obligations under this Customer Contract.

7.2

The Contractor must: 7.2.1 notify in writing, and consult with, the Customer immediately upon becoming aware of the existence or possibility of a conflict of interest; and 7.2.2 comply with any direction given by the Customer in relation to those circumstances designed to manage that conflict of interest.

7.3

For the purposes of this clause, "conflict of interest" includes engaging in any activity, or obtaining any interest, likely to conflict with the performance by the Contractor of, or to restrict the Contractor in performing, its obligations under the Customer Contract.

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7.4

The Customer may terminate the Customer Contract if in its view a conflict of interest exists which prevents the proper performance of the Customer Contract

8.

Packaging

8.1

Unless otherwise agreed in writing by a Customer, the Contractor must pack the Deliverables in a manner which is sufficiently robust and adequate, to protect the Deliverables from damage or deterioration during transit and delivery to a Customer.

8.2

The Contractor must comply with a Customer’s reasonable directions concerning the packing of the Deliverables (including the removal of any packaging).

9.

Warranties

9.1

The Contractor warrants to a Customer that: 9.1.1 the Deliverables will be provided by the Contractor with due care and skill and will be free of defects in materials and workmanship; 9.1.2 the Deliverables will be provided with a warranty on any materials, parts or labour of a minimum 12 months; 9.1.3 to the extent specified in the Order, an attachment or other formal communication, the Contractor is aware of the requirements of a Customer, concerning the nature and quality of the Deliverables, the purpose for which the Deliverables are required or the result that a Customer desires the Deliverables to achieve, and that a Customer is relying upon the Contractor’s skill and judgement in provision of the Deliverables, and 9.1.4 the implied conditions and warranties set out in the Competition and Consumer Act 2010 (Cth) or equivalent legislation are incorporated into this Customer Contract as if a Customer were a consumer under that Act or equivalent legislation.

10.

Indemnities

10.1

The Contractor is liable for and indemnifies and must keep indemnified, the Customer and its officers, employees and agents against any claim, loss or expense (including a claim, loss or expense arising out of personal injury, death or damage to property) which any of them suffers, incurs or is liable for (including reasonable legal costs on a solicitor and client basis) (together the Loss) as a result of: 10.1.1 the defective or negligent supply or non-supply of any Deliverables; 10.1.2 any unlawful, negligent, reckless or deliberately wrongful act or omission of the Contractor (or its employees, agents or subcontractors or their employees) in the performance of the Customer Contract; or 10.1.3 any breach by the Contractor of the Customer Contract or the Deed.

10.2

The Contractor's liability in respect of the indemnity given under this clause shall be reduced proportionately to the extent that any breach of the Customer Contract by the Customer, its officers, employees or agents caused or contributed to the Loss.

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10.3

Despite clause 10.1.1 and 10.1.2, the Contractor will not be liable for any special, indirect, incidental or consequential damage arising out of or in connection with this Customer Contract.

11.

Variation of Order

11.1

A Customer is entitled to cancel an Order at any time before the Deliverables are delivered. If this occurs, the Contractor must take all necessary steps to mitigate any losses which it may suffer as a result of the cancellation.

Note: This provision does not apply if a Customer cancels this Customer Contract because of the Contractor’s default. Please read ‘Cancellation of Contract’ below. 11.2

A Customer is entitled to vary the quantity or the scope of Deliverables under an Order. The Contractor must not vary the item price or hourly rates of the Deliverables if the variation of quantity is 10% or less from the original Order.

12.

Rejection of Deliverables

12.1

A Customer may reject any of the Deliverables which do not comply in all respects with this Customer Contract. The Contractor will be given reasonable opportunity to rectify the rejected Deliverables.

12.2

Where reasonable opportunity has been provided to rectify the Deliverables, but they remain in an unacceptable condition, the Customer may reject an entire order of Deliverables even if only a portion of those Deliverables do not comply in all respects with this Customer Contract.

12.3

A Customer is not required to make payment for any rejected Deliverable until rectified. The Contractor must pay a Customer for all reasonable direct costs incurred by a Customer in removing or returning the rejected Deliverables.

13.

Inspection of Deliverables

A Customer is entitled to inspect the Deliverables as they are used. A Customer is not required to inspect or to reject the Deliverables within any specified time period.

14.

Payments

14.1

Subject to the Customer’s confirmation that: 14.1.1 the Deliverables supplied by the Contractor comply with the relevant Order and the Specification; and 14.1.2 the Deliverables supplied by the Contractor are complete; and 14.1.3 the Contractor’s invoice is in accordance with the Contract,

the Customer must pay the amount due to the Contractor within 30 days of receipt of a correctly rendered invoice (or such other period as may be mutually agreed in writing between the parties) or, if additional information is required by the Customer, within 30 days (or such other period as may be mutually agreed in writing between the parties) after receipt of the additional information. NPN 2.11 (Corporate Wardrobe – Goods and Services)

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14.2

Upon receipt of an invoice, the Customer may require the Contractor to provide additional information to assist the Customer to determine whether or not an amount is payable.

14.3

A correctly rendered invoice must: 14.3.1 identify the Deliverables the subject of the invoice; and 14.3.2 specify the title of the Contract; and 14.3.3 specify the Contract number allocated to the Contract by the Principal as well as any other number the Customer may specify in writing to the Contractor for the purposes of the Customer Contract)(if any); and 14.3.4 where Deliverables are charged on a time basis, be supported by records of time spent by individual persons on the Services, verified by the Customer; and 14.3.5 specify details of the Order; and 14.3.6 specify details of the Contract Price requested by the Customer; and 14.3.7 provide sufficient detail to enable the Customer to assess progress against targets (if any) set out in the Order; and 14.3.8 specify the Australian Business Number of the Contractor; and 14.3.9 specify the address for payment of the Contractor; and 14.3.10

specify the date of supply of the Deliverables identified in the invoice; and

14.3.11

specify the Contractor’s invoice number and invoice date; and

14.3.12 specify the Contract Price payable by the Customer and particulars of any GST payable in respect of the Contract Price; and 14.3.13 otherwise comply with the requirements of a tax invoice for the purposes of the GST Act. 14.4

If the Customer pays an invoiced amount to the Contractor, and it is subsequently found not to have been a correctly rendered invoice, the Customer may deduct any overpaid amount owed to the Customer from the next invoiced payment or, if no other payment is due to the Contractor pursuant to the Contract, recover the amount from the Contractor as a debt due and payable to the Customer.

14.5

Payment of money to the Contractor does not constitute an admission by the Customer that Deliverables have been supplied in accordance with the Contract.

14.6

Upon payment for the Deliverables, property in that part of the delivery comprising the Deliverables shall pass to the Customer.

14.7

Payment shall include credit by way of set off.

14.8

Failure by the Customer to pay the amount payable by the due time will not be grounds to invalidate or avoid the Customer Contract.

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14.9

The Contractor shall not be entitled to any interest or charge for extending credit or allowing time for the payment of the Contract Price unless otherwise provided in the Order.

14.10 The Customer may deduct from moneys due to the Contractor under the Contract or on any other account, any moneys due from the Contractor to the Customer, and if those moneys are insufficient, the Customer may have recourse to any security held by the Customer under the Contract. Nothing in this Clause shall affect the right of the Customer to recover from the Contractor any moneys due from the Contractor to the Customer or any balance that remains owing after the deduction of moneys due from the Contractor to the Customer. 14.11 If the Contractor complies with its obligations under this Customer Contract, a Customer must make the payments duly invoiced to a Customer by a Contractor in relation to the provision of the Deliverables at Prices in accordance with the Price Schedule. 14.12 Unless otherwise agreed in writing, a Customer must make such payment by the end of the month following the month of invoice. 15.

Termination

15.1

A Customer may terminate this Customer Contract and related Order: 15.1.1 if the Deliverables or any part of the Deliverables are not delivered or provided within the time specified in the Order, or 15.1.2 if the Contractor does not comply with a material term of this Customer Contract and, the breach is not remedial, or 15.1.3 if the Contractor does not comply with a material term of this Customer Contract and, where the breach is remedial, does not remedy it within 30 days of receiving notice to do so from the Customer or 15.1.4 if the Contractor becomes or is likely to become Insolvent, ceases to trade, enters into any form of financial administration; or 15.1.5 the Order does not constitute a valid exception to the Customer’s mandated tendering processes 15.1.6 at convenience, provided the Customer agrees to pay all outstanding money for work satisfactorily completed as well as the Contractor’s direct costs and other reasonable costs associated with the Customer not fulfilling its contractual promise.

15.2

On termination under clauses 15.1.2 or 15.1.3, a Customer: 15.2.1 may refuse to accept any undelivered Deliverables, 15.2.2 may reject any delivered Deliverables, 15.2.3 is not required to make any payment to the Contractor other than for services that comply with the Customer Contract, 15.2.4 may recover from the Contractor all direct costs incurred by a Customer in obtaining other goods or services, in replacement of the Deliverables, and

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15.2.5 may recover from the Contractor, any other direct losses incurred by a Customer as a result of the Contractor’s breach of the Customer Contract or the Deed. 16.

Sub-Contracting and Assignment

16.1

The Contractor may subcontract part or all of the performance of any of the Deliverables under a Customer Contract to a subcontractor approved in writing by the Principal from time to time or identified in Schedule A of the Deed. The Contractor will continue to be bound by, and responsible for, the performance of the Customer Contract and will remain responsible for the acts and omissions of any sub-contractor as if such acts and omissions were those of the Contractor itself, notwithstanding that part or all of it may have been subcontracted.

16.2

The Contractor must not, without a Customer’s prior written permission, sub-contract or assign any part of its rights and obligations under this Customer Contract. A Customer is not required to make any payment to any sub-contractor or assignee of the Contractor.

17.

Confidentiality

17.1

The parties must not disclose to any person, any Confidential Information concerning this Customer Contract and the Order, and any other information acquired by the one party in its dealings with the other party, unless where: 17.1.1 such information is in the public domain, other than through disclosure by the Contractor; 17.1.2 is approved in writing by the other party; 17.1.3 disclosure is made to the party’s professional legal, audit or financial advisers; or 17.1.4 such disclosure is required by law (but only to the extent of such required disclosure).

17.2

Both parties acknowledge that all information provided by either party to the other party under this Customer Contract remain the property of the providing party.

18.

Statutory Requirements

18.1

The Contractor must obey, and must ensure that its employees, sub-contractors and agents obey, all laws, regulations and any codes of conduct which apply to the Contractor’s performance of this Customer Contract. This includes, without limitation, laws relating to occupational health and safety.

19.

Dispute Resolution

19.1

Disputes in relation to this Customer Contract must be resolved in accordance with this clause 19.

19.2

Either party may, in a case of genuine urgency, seek immediate interlocutory relief or an interim remedy.

19.3

Other than in respect of clause 19.2, any dispute must be resolved as follows: 19.3.1 each party must submit the dispute to one of its senior officers who has not previously been involved in the dispute (“Negotiators”) within 3 days of the dispute arising; 19.3.2 the Negotiators must meet as soon as practicable to resolve the dispute;

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19.3.3 if the Negotiators cannot resolve the dispute within 14 days of its reference to them (or such other period as may be agreed), each Negotiator must prepare a written summary of his or her attempts to resolve the dispute and refer that summary to the Principal; and 19.3.4 if the Principal cannot resolve the dispute within 14 days of its reference to it (or such other period as may be agreed between the parties), either party may submit the dispute to arbitration in accordance with, and subject to, The Institute of Arbitrators & Mediators Australia Arbitration Rules. The arbitrator’s decision shall be final and the arbitrator’s costs shall be borne by the losing party unless otherwise determined by the arbitrator. 19.4

Notwithstanding the existence of a dispute each party must continue to perform its obligations under this Deed.

20.

General

20.1

Amendment

This Customer Contract may only be varied or replaced by a document duly executed by the parties. 20.2

Further Assurance

Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect, perfect or complete the transactions contemplated by the Customer Contract. 20.3

GST

20.3.1 In this clause words that are defined in the GST Act have the same meaning as their definition in the GST Act. 20.3.2 Except as otherwise provided by this clause, all consideration payable under this Deed in relation to any supply is exclusive of GST. 20.3.3 If GST is payable in respect of any supply made by a supplier under a Customer Contract, subject to clause 20.5.4 the recipient will pay to the supplier an amount equal to the GST payable on the supply at the same time and in the same manner as the consideration for the supply is to be provided under the Customer Contract. 20.3.4 The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST payable under clause 20.5.3. 20.4

Intellectual Property

20.4.1 Subject to clause 20.4.2 the Customer Contract shall not affect the intellectual property rights of either party. 20.4.2 Unless otherwise set out in the relevant Order, all intellectual property rights in any design work commissioned by the Customer shall vest in the Customer.

20.5

Waiver and Exercise of Rights

20.5.1 A single or partial exercise or waiver of a right relating to the Customer Contract does not prevent any other exercise of that right or the exercise of any other right.

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20.5.2 No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right. 20.6

Survival of Indemnities

Each indemnity in the Customer Contract is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Deed. 20.7

Enforcement of Indemnities

It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity conferred by this Deed. 20.8

No Merger

The warranties, undertakings, deeds and continuing obligations in this Customer Contract do not merge on completion. 20.9

Governing Law and Jurisdiction

The Customer Contact is governed by and is to be construed in accordance with the laws of New South Wales, Queensland, South Australia and Victoria. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Queensland, South Australia and Victoria and waives any right to object to proceedings being brought in those courts.

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Schedule E Deliverables Specification 1.

TIMETABLE FOR PROCUREMENT

Place Advertisement in Newspaper*

Saturday, the 2nd of April, 2011 (QLD and VIC) Tuesday the 5th of April, 2011 (NSW and SA )

Issue Request for Tender

Saturday, the 2nd of April, 2011

Close of Tender

Tuesday, the 3rd of May, 2011 at 2pm. AEST.

Evaluation of Tender Responses*

From the 4th of May to the 13th of May, 2011.

Acceptance of Tender*

Approximately W/C 16th of May, 2011.

*Dates are approximate only and subject to change.

2.

INTRODUCTION / BACKGROUND INFORMATION

2.1

The purpose of this contract is to provide Queensland, South Australia, New South Wales, and Victoria and their respective Councils as part of the National Procurement Network (NPN) alliance, with a ‘Preferred Supplier Arrangement’ for the supply of Corporate Wardrobe (Goods and Services.

2.2

The National Procurement Network (NPN) is an informal alliance of Local Government State and Territory procurement bodies, all of whom have objectives to harness the collective buying power of Local Government and to promote best practice procurement within the Local Government sector. Combined NPN member contracts ease the administration burden for NPN members, councils and contractors, enhance market share, ensure consistency and high quality contract management. Local Government benefits from volume predicated pricing, centralised contract management and reporting, administrative savings, and delegation of the costs and risks of the procurement process.

2.3

In this Request for Tender, Local Buy will, amongst other things, coordinate the invitation and receipt of Tenders, the evaluation of the Tenders, and act as the central contact point for contractors and for the other 4 participating NPN members (LGCS, LGP, MAV and LB).

2.4

This Contract will be primarily available for access by Queensland, South Australia, New South Wales, Victoria and the Northern Terrority purchasers. However a number of other organisations are able to procure from this Contract. These are defined in the Preferred Supplier Arrangement Deed as a ‘Purchaser’.

2.5

Local Buy ACN 090 446 487 (LB) is a wholly owned subsidiary of the Local Government Association of Queensland Limited (LGAQ). Local Buy’s core business is the provision of comprehensive, value adding procurement services to Queensland Local Government. Under the Local Government Act 2009 (as amended), Local Buy has the legislative enablement to tender on behalf of Queensland Local Government.

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2.6

LGCS Pty Ltd trading as Local Government Corporate Services ACN 094 805 964 (LGCS) is a business unit of the Local Government Association of South Australia Corporate and Member Services team, working solely for Councils and Local Government entities in South Australia. LGCS is committed to identifying, developing and delivering value-added products and services to local government throughout South Australia and operates a suite of Contracts for the benefit of its members. These are non-mandatory Contracts, which aggregate the purchasing power of the sector to deliver procurement value to members. Further details regarding the role, function and activities of the LGCS can be found on www.lgcs.com.au.

2.7

Local Government Procurement Pty Ltd ACN 117 201 046 (LGP) has been established to provide a fully integrated procurement service to councils and associated organisations (including Not for Profits (“NFPs”)in New South Wales. It was formed by the Local Government and Shires Associations of New South Wales on behalf of its members to create a full-service procurement operation dedicated to meeting the specific needs of Local Government.

2.8

MAV is a procurement unit of the Municipal Association of Victoria ABN 24 326 561 315. MAV Procurement focuses on achieving better procurement outcomes for local councils and is about more than just the bottom line saving that can be achieved from economies of scale but also about supporting councils to transform services and policy outcomes through improving the procurement strategies capacity, capacity and practices of local government in Victoria.

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3.

PARTICULARS OF GOODS AND/OR SERVICES The following list is a guide of goods and/or services intended to be offered under this arrangement, it is not an exhaustive list as council requirements may require other related products not listed. It is envisaged that all garments offered will be from a Supplier’s “off-the-shelf range” however there may be some requirement for “made to measure” garments. Gender: • Female / Male / Uni-Sex Category • Suiting • Separates • Shirting • Accessories • Knits and Casuals • Corporate Footwear • Other Sub Category • Belts • Blouses • Cardigans • Corporate Chinos • Corporate Polos • Corporate Polo Fleece • Corporate Shorts • Dresses • Jackets • Jumpers • Long Sleeve Shirts • Pants • Pullovers • Scarves • Short Sleeve Shirts • Skirts • Ties • Tops / Singlets • Trousers • Vests • 3/4 Length Shirts • Footwear • Other Services: • Corporate Logos (Embroidered, Patch, Transfer, Other Forms) • Onsite Sampling Packages / On Site Fitting Services • Made To Measure / Alterations • Post Pick Embroidery • Automatic Stock Replenishment / Vendor Integrated Online Ordering System

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4.

WHOLE OF RANGE

4.1

A Contractor may offer its ‘whole of range’ products provided they fall within the general scope of this Specification.

4.2

Additional styles, fabrics, patterns or colours may be nominated by the Contractor for approval as the range available for the Contractor updates over the life cycle of the contract. Goods may be submitted to the NPN Lead Agency for consideration and approval as an addition to the product listing at any time through out the term of the arrangement.

4.3

Addition’s to the range should be made in writing (Email or Fax acceptable) attention to the NPN Lead Agency Category Manager as per Preferred Supplier Arrangement Deed.

4.4

Local Governments may elect to restrict the eligible range of garments made available to their staff under a subsidised corporate uniform policy.

5.

EXCLUSIONS

5.1 • • • 6.

The following goods are excluded from this contract: Work wear Personal Protection Equipment Personal Protection Clothing STYLE CONSIDERATIONS

6.1

7.

Given the urban orientation of the majority of Local Government staff, the preferred look for most office-based staff would be business oriented; however rural staff may need to be catered for with less formal garments. Contractors may provide alternative recommendations for both urban and rural ranging. CLIMATE CONSIDERATIONS

7.1

Local Government employees work in a variety of environments and climates. Given the climatic conditions and the preference of some occupational categories to wear anti-static clothing, alternatives offering high cotton content are required, especially for upper garments.

7.2

Other features of the garment design, including linings and colour combinations, should also cater for varying climatic conditions and environments, and take into account the working conditions of all categories of staff.

7.3

Other Fabric considerations – Light-weight and breathable.

8.

COLOURS AND FIT

8.1

Each proposed Corporate Wardrobe range should consist of mix and match coordinates with a combination of plains, and may include prints that incorporate the preferred Customer colours.

8.2

The appearance of the garment on the individual, and the comfort of fit, is an important consideration for the Principal. The offered ranges are to consist of a selection of garments suitable for men and women of varying sizes and body shapes.

8.3

Include maternity wear.

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9.

LOGOS

9.1

Contractors should provide details of the method intended to be used to incorporate the logo for each type of garment, for example embroidered, patch, transfer, and the options for placement of logos on all garments.

9.2

Purchasers should discuss and/or nominate and confirm an appropriate approval process including Colour, Style, Placement and Size.

9.3

Contractors can nominate any registered, ‘Generic’ other type logos available to Purchasers for use under this arrangement.

10. LGC TRADE MARK 10.1

The Trade Mark LGC is described as “Curved Stripes Form Map, Australia, Stylised”, and is registered as follows:

10.2

WALGA, on behalf of the NPN registered the Trade Mark under No 1171382 with IP Australia.

10.3

This logo may be utlised by Purchasers under this arrangement at their discretion.

11. QUALITY 11.1

The quality of fabric, fit, tailoring and colour must be consistent across all orders, and be in strict accordance with the successful Contractor/s’ final and accepted bid. Contractors are to outline their method of ensuring the same quality of fabric, standard of tailoring, and the exact colours for each type of garment as provided for in the accepted bid.

11.2

The Contractor/s will be required to provide to the Customer a sealed sample of every item in the range at the time of supply of the first order. These sealed samples will be used as a benchmark to measure consistency of product, and will be retained by the Customer for the term of the Agreement.

11.3

The durable wearing capabilities of the garments are major considerations for Customers.

12. GARMENT CARE 12.1

The garments should be easy-care (but not necessary only limited to easy-care) for example, drip dry, no-iron/permanent press, easily cleaned, colourfast, stain resistant.

13. DISCONTINUED RANGE, PRODUCTS OR FABRICS 13.1

The Contractor must manage discontinued and/or obsolete goods:

13.2

Discontinued Range (Products); must advise customer (s) who have purchased garments with written notification (Fax, Email or Letter acceptable).

13.3

Discontinued Fabrics; must advise customer (s) who have purchased garments utilising the fabric with written notification (Fax, Email or Letter acceptable).

13.4

Minimum notice period; two (2) Months from date of discontinuation or obsoletion.

13.5

Written notification must include where applicable, recommendations to ensure continuity of supply, maintenance of corporate ‘Look’, suitable range replacements and/or an alternative strategy.

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14. ADDITIONAL GARMENT REQUIREMENTS The following additional features are preferred for all garments: • • • • • • •

Care instruction labels sewn into each garment in line with the Australia Standard; Additional buttons supplied with each buttoned garment; Polo shirts to be available with and without pocket (s); Office shirts to be available with and without buttoned pockets with button overlaps; Range of skirts to be lined and unlined, with pockets and without; Range of dresses to be lined and unlined, with and without action pleats; and Range of blouses to include action pleats and without.

15. ETHICAL SOURCING POLICIES 15.1

Tenderers with manufacturing responsibility, both in Australia and Overseas are required to have in place responsible and appropriate policies, procedures and monitoring programs in regards to the sourcing of and the manufacture of all components of Corporate Wardrobe.

15.2

An ethical sourcing policy must include but is not limited too;

• • • • •

Safe and hygienic working conditions for all employees and those employees of Sub Contractors; The sourcing products and/or raw materials in a responsible manner with reference to environmental impact and sustainability; The manufacture of goods in a responsible manner with reference to Labour Rights and Work place Health and Safety policies and procedures as well as have in place regular monitoring practices; Must not condone the use of child labour in any form; and Ensure access to necessary personal protection equipment and safe machinery which exceeds the standard set by local laws.

16. ORDERING 16.1

A decentralised electronic ordering system for garment sales is preferred. It is expected that the order will be submitted electronically (Email or Fax acceptable) to the Contractor/s, who will then deliver the garments to the nominated Customer (s).

16.2

Contractors that can provide a secure electronic ordering system incorporating an on-line catalogue that features the following as a minimum will be considered favourably: a) b) c) d) e) f) g) h) i) j)

Colour photographs of the corporate wardrobe range; Size range for each garment; Prices; Fabrics used; Order form/s; Ordering procedure; Procedure for logo placement and approval; Procedure for fitting garments prior to purchasing; Procedures for returns, credits and exchanges; and Details of how to arrange “made to measure” garments.

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It is anticipated that an order form will be completed by each ordering officer. minimum, an order form should contain the following: a) b) c) d) e) f)

As a

Ordering officer’s details; Delivery location; Quantity and description of garments required; Any specific requirements for Logo inclusion or placement; Cost of garments (including GST); and Payment method (cheque, credit card, purchase order or payroll deduction).

16.3

The stipulation of a minimum order level for any one Local Government Authority is not permitted through this Tender, unless it applies to customised garments for that organisation. There are many small Local Governments who have few staff who must be extended the opportunity to buy under the scope of this Preferred Supply Arrangement.

16.4

It is recognised that uniform fittings will pose an ongoing logistical issue over the term of the Agreement, particularly for organisations in remote regional areas of Australia.

16.5

Contractors offering ‘Onsite fitting’ must be able to service to a satisfactory level both metro and regional areas. A scheduled visit cycle and a suitable range of garments must be available.

17. REPORTING REQUIRED BY THE PURCHASER 17.1

A Contractor’s ability to manage information is essential for this Preferred Supplier Arrangement.

17.2

Reports will be required both on a monthly and ad hoc basis and will be required in electronic format. The successful Contractor/s should have the facilities to capture the below information for each Customer as a minimum: a) b) c) d) e) f) g) h) i) j) k) l) m)

17.3

Date order received; Date order delivered; Delivery location; Ordering officer’s name; Full description of garments ordered; Quantity of garments issued; Payment method (e.g. purchase order, credit card, payroll deductions etc); Total expenditure per location; Total expenditure per Customer; Total expenditure of all Customers; Details of unfulfilled orders (back orders); Number and reasons for exchanges and returns/credits; Quantity of each type of garment sold to date.

The above reporting requirements are highly desirable, however additional specific reporting may be requested by each Customer and where reasonable this shall be supplied by the Contractor.

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18. INVOICING 18.1

A consolidated electronic invoice/statement of all orders paid by payroll deduction is to be submitted to each Customer as requested (e.g. on a monthly basis).

18.2

The invoice/statement should provide the following information at a minimum: a) b) c) d) e) f) g) h)

Date of order; Purchase order number; NPN Contract number; Amount of order; Ordering officer’s name; Ordering officer’s employee number (where required); and Delivery location; Valid Tax Invoices must be supplied.

19. PAYMENT 19.1

In cases where the successful Contractor/s is/are required to submit an invoice, the invoice will be paid by means of electronic funds transfer, not more than thirty (30) days after delivery of the garments and is subject to the Customer receiving a correctly completed invoice. Contractors are to advise if an early payment discount is applicable.

20. COMPLAINT MANAGEMENT 20.1

It is preferred that the Contractor/s provide a dedicated toll-free telephone contact, such as a customer hotline, to assist the Customer’s staff and to provide solutions to any issues.

20.2

It is expected that staff ordering garments will raise issues directly with the successful Contractor’s nominated Account Manager. This Account Manager should be able to make decisions on behalf of a Contractor.

20.3

Any issues in relation to this Preferred Supplier Arrangement must be addressed promptly and to the satisfaction of the Principal.

21. DELIVERY REQUIREMENTS 21.1

Contractors must nominate a timeframe for the initial supply of each range of garments from the commencement of the Agreement.

21.2

Contractors must nominate a timeframe for bulk orders, individual orders, “made to measure” orders and the timeframe for the replacement of faulty garments.

21.3

The lead time for bulk orders and “made to measure” orders should not exceed six (15) weeks.

21.4

Individual orders; replacement of faulty garments and return of altered garments are expected to be supplied within two (2) weeks of order receipt.

21.5

All garments should be packaged to the best commercial standards and practices and labelled to ensure prompt and accurate delivery to the ordering officer. All garments must be priced as free into store to the ordering location. Contractors should provide details of their packaging and delivery procedures and the standards that apply. It is preferred that Contractors are committed to using environmentally friendly packaging products.

21.6

Provision of details of regional distribution centres and modes of supply to isolated and remote Local Governments should be provided to demonstrate the Contractor’s ability to meet the full range of supply needs.

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22. TRADE CENTRES OR BRANDED OUTLETS 22.1

Tenderers are to provide details of ‘Trade Centres or Branded Outlets’ a purchaser utilising this contract may ‘Purchase’ or ‘Try On’ goods within their local town, city or region.

22.2

Tenderers are to provide a definition of these ‘Trade Centres or Retail Branded Outlets’ within the ETRF document as well as a guideline for purchasers to engage these resources.

22.3

Contractors are to confirm whether NPN pricing will apply to all purchases made from a Trade Centre or Branded Outlet as nominated in the Electronic Response Transfer Form.

23. AUSTRALIAN TAX OFFICE REQUIREMENTS 23.1

The design of the Corporate Wardrobe arrangement must satisfy Australian Taxation Office requirements for tax deductibility. The Corporate Wardrobe design must also meet the requirements of the Approved Occupational Clothing Guidelines (www.ausindustry.gov.au).

23.2

It is mandatory for Contractors to provide a statement on how each Corporate Wardrobe proposal will satisfy these requirements. The Contractor/s must provide evidence that they have registered the contracted range for each Customer with AusIndustry in the Register of Approved Occupational Clothing.

24. PERFORMANCE MANAGEMENT Contract management is central to the effectiveness of the arrangement and is carried out on a continuous basis during the contract term via day to day non formal communications as well the required formal reporting stated in the Preferred Supplier Arrangement Deed. Value-based Criteria: 24.1

adherence to price schedule;

24.2

communication skills, including information flow to Purchasers;

24.3

ability to work with the Purchaser’s staff;

24.4

marketing and promotion of ‘Preferred Supplier Status’;

24.5

presentation skills; and

24.6

response time and suitability of RFQ or project completed.

Key Performance Indicators: 24.7

adherence to online reporting schedule;

24.8

on time payment of accounts;

24.9

promotion of the arrangement and awarded status;

24.10 proactive communication with Local Buy; 24.11 positive feedback from Purchasers; 24.12 adherence to workplace, health and safety requirements; and 24.13 adherence to any relevant standard or other accreditation practice

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Quarterly Reporting Requirements - Each State may request a report including; • Date order received; • Date order delivered; • Delivery location; • Ordering officer’s name; • Total expenditure per location; • Total expenditure of all Customers; • Number and reasons for of unfulfilled orders (back orders); • Number and reasons for exchanges and returns/credits; • Scoping – Potential New Customers; • Scoping – Existing Customers; and • General Business. Participating NPN members may require a set scheduled meeting cycle or a more informal based meeting arrangement with appointed contractors as a means to review contractors' performance. Feedback from Purchasers may be requested time to time for reference and conversely contractors will be provided an opportunity to debrief the NPN members on issues or concerns regarding the requirements of contract. 25. REPORTING ONLINE (QLD AND VIC) 25.1

Contractors are required to provide Quarterly Sales Returns (QSR) detailing Sales made to Customers under this arrangement. These reports shall be provided using Local Buy’s online reporting system.

25.2

For ease of doing business LB and MAV have established an understanding for the management of ‘Online Reporting’ under this arrangement. Tenderers will be required to report all Sales from Victoria and Queensland under this arrangement using the Local Buy online reporting system.

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26. REPORTING ONLINE (NSW AND SA) 26.1

Contractor(s) will be required to provide reports to LGP and LGCS council customers for assessment against agreed key performance indicators.

26.2

Reports providing performance criteria data are to be submitted to LGP and LGSC by the 2nd week of each calendar month. Reports are to be provided initially in Excel format.

26.3

In the case of No Orders commissioned during any given period, a nil Sales Return must be provided.

26.4

An example of the proposed LGP reports is shown below. (Note that all data is illustrative only). Monthly Performance Report. Total Value of MGBs raised under the contract arrangement during the month (illustrative only-not actual $): Council: January February March Etc Dec Total Albury $22,000 $35,000 Nil Nil Nil $57,000 Armidale Nil $40,000 Nil Nil $150,000 $190,000 Ashfield $145,000 Nil $10,000 Nil Nil $155,000 Ballina 15,000 10,000 Nil Nil $210,000 $210,000 Balranald $5,000 $5,000 Nil Nil Nil $10,000 Etc Total $250,000 $110,000 $240.,000 Etc Etc Grand total: $7,852,000 Total Value of MGBs by product type (illustrative only, not actual $): Februar January y March Etc Dec Total Type: 120 Lt $10,000 $50,000 $5000 Etc Etc 140Lt $10,000 $10,000 $5000 Etc Etc $230,00 240 Lt 0 $50,000 $200,00 Etc Etc 240 Lt Split $30,000 Etc Etc Etc Grand total: 7,852,000

27. CONTRACT MANAGEMENT & MARKETING (QLD, SA AND VIC) 27.1

Local Buy as the lead agency will nominate a Category Manager who will be responsible for liaison with Contractor(s) in relation to the overall contract management and performance of the Preferred Supplier Arrangement.

27.2

Contractor(s) will primary point of management and with the MAV and

27.3

The Contractor shall ensure that the information contained on the LGCS or Local Buy Directory or in any Buyer Guides about their company, works, goods and/ or services is kept up-to-date at all times.

be required to nominate a senior staff member to act as the contact with LGCS and MAV, to exercise responsibility for the performance of the Preferred Supplier Arrangement and to liaise LGCS Contract Manager’s.

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28. CONTRACT MANAGEMENT & MARKETING (NSW) 28.1

LGP will each nominate a separate Business Manager who will be responsible for liaison with Contractor(s) in relation to management and performance of the Preferred Supplier Contract.

28.2

LGP will nominate a separate Contract Manager who will be responsible for liaison with Contractor(s) in relation to the Preferred Supplier Arrangement Deed.

28.3

Contractor(s) will be required to nominate a senior staff member to act as the primary point of contact with LGP, to exercise responsibility for the management and performance of the Preferred Supplier Deed and to liaise with LGP’s Business Manager.

28.4

Contractor(s) will attend a quarterly meeting with LGP (NSW) to review the success and effectiveness of the arrangements under the Preferred Supplier Arrangement Deed.

29. CONTRACT MANAGEMENT & MARKETING (ALL STATES) 29.1

The Contractor may only use the LGP, LGCS MAV or LB logo in the Contractor’s marketing strategy upon receipt of relevant entity’s written confirmation to do so. Such use of a logo shall be solely limited to the marketing of the Contractor’s goods and/or services as they apply to the goods and/or services of the Contract, and for the period of the Contract.

29.2

The Contractor shall actively promote the Contract for its duration, and liaise with LGP, LGCS MAV or LB as necessary to establish a contract marketing plan that ensures that the Contractor’s marketing strategy is effective and consistent with the LGP, LGCS, MAV and Local Buy’s marketing strategies.

29.3

The Contractor shall ensure that the information contained on the LGP, LGCS MAV or LB Directory or in any Buyer Guides about their company, goods and/ or services is kept up-to-date at all times.

29.4

The Contractor shall make immediately available to a Customer or prospective Customer, detailed and suitable information brochures and manuals regarding the goods and/or services under the Contract.

A Contractor will: a) Actively utilise these tools on their company website, catalogues, brochures, project submissions and email signatures. 30. THE ENGAGEMENT PROCESS Contractor (s) appointed to this contract will be listed on the relevant Local Government Association intranet and/or internet for Queensland, South Australia, Victoria and New South Wales. Information available will include: • Contract Specification and Preferred Supplier Arrangement Deed; • Goods and/or Services offered by each Supplier (Category Matrix); • Supplier Brand / Profile (With links to website) and Pricing Schedule; and • General Contact information (Commencement Date, Contract Expiry etc) 30.1

Goods: It is likely that a Purchaser will discuss their requirements directly with a Contractor and issue a single Request for Quotation (RFQ) under this arrangement; however they may also obtain quotations from multiple Contractors prior to raising a Purchase Order.

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30.2

It is expected that Purchasers will reference the NPN Contract Number when placing an ordering, raising an invoice or when establishing an account. If a Purchaser does not reference NPN Contract number at any point, the Contractor is required to clarify with the Purchaser if the purchase is pursuant to the NPN arrangement.

30.3

Purchasers may also purchase items directly without first obtaining Quotations by selecting items from a Contractor’s published price list. The Purchaser must reference the NPN contract number when doing so.

31. THE ISSUING OF AN ‘REQUEST FOR QUOTATION’ (RFQ) 31.1

A Purchaser may submit a request for a quotation (RFQ) with further information and specifications of their Corporate Wardrobe requirements in writing (Fax and Email acceptable).

31.2

Where the Contractor wishes to submit a quotation, the Contractor must respond to a Purchaser RFQ in writing within the period set out in the Customer’s RFQ or as otherwise agreed with the relevant Customer. If the Contractor is unable to meet any of the requirements of a specific RFQ, this should clearly be noted in the Contractor’s RFQ response. Any free services which the Contractor nominates to supply, additional to those specified and which the Contractor accepts shall be carried out in accordance with the details supplied by the Contractor at a time and place approved by the Customer. Purchasers are not bound to accept a RFQ response received from the Contractor or any other supplier even where such RFQ is the lowest in price. If the Contractor’s RFQ response is selected following the RFQ process, the Customer shall accept the Contractor’s offer by issuing an Order.

31.3

A Purchaser may submit a request for a quotation (RFQ) with further information and specifications of their Corporate Wardrobe requirements by using the Vendor Panel system. Local Buy and Local Government Procurement have established a web-based Request for Quotation system which will enable Contractors to quote on a project by project basis. Vendor Panel does not require the Contractor to have any special software to use the system and quotations through the system. All Quotations submitted by a Contractor are private and confidential and will not be disclosed to other Contractors or Purchasers. If a Purchaser issues a Request for Quotation through Vendor Panel, the Contractor is required to respond using the Vendor Panel system.

31.4

Purchasers and Contractors can read further information on the Vendor Panel system by viewing Part 9 - General Introduction and User Guide.

32. SPECIFIC REQUIREMENTS - SCHEDULE 5 REGIONAL REPRESENTATION Tenderers must: • Complete All Columns as required; and • Complete a worksheet for all four (4) states as provided. • Contractors may tender to supply all states or a single or combination of states and any or a combination of regions of a state disadvantaged during the evaluation and award process.

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33. SPECIFIC REQUIREMENTS - SCHEDULE 7 SUB CONTRACTOR It is a requirement of this contract that if a Tenderer nominates a Sub Contractor within ‘Schedule 7 Register of Sub Contractors’ any manufacturing or services (Placement of logos etc) in Australia. Local Buy as the NPN lead agency reserves the right to check and validate all Sub Contractors registered under the arrangement. If a Sub Contractor is found to be not acceptable, Local Buy will communicate accordingly to the Tenderer and where necessary give the opportunity to submit an alternative Sub Contractor or review their tender response. 34. SPECIFIC REQUIREMENTS - SCHEDULE 4 PRICING SCHEDULE The NPN seeks to secure a competitive rate across all participating states. Pricing submitted as the ‘NPN Contract Price’ for the supply to all states (National) with freight excluded. The cost of a “Logo” is considered excluded from the NPN Contract Price unless otherwise specified by the Contractor. Tenderers are to set out their Goods as per the pricing elements within the pricing schedule without limitations. Price lists will be made available on each states Services directory accessible only by purchasers holding access applicable state website. • •

Local Buy - The site has limited access to Purchasers with a ‘qld.gov.au’ email address only. LGP - The site has limited access to Purchasers with an ‘nsw.gov.au’ email address only.

Price lists will be made available: • MAV – Councils receive a price list as part of the MAV Contract Report issued to councils participating under the arrangement. • LGCS – Councils contact the nominated Contract Manager to obtain price lists. Worksheet: • Corporate Wardrobe Tenderers must: • Complete All Columns as required; • Select only responses from the ‘Drop Down’ lists where provided; • Not change the format of the worksheets in any manner; and • Provide Fixed Pricing. 35. TRANSITION TO CONTRACT 35.1

Please note South Australia and New South Wales will not transition to this arrangement until the 1st of July, 2011.

35.2

Some councils may have existing purchase commitments that must be fulfilled prior to entering into any new supply arrangement under the Preferred Supplier Arrangement Deed.

35.3

Where the Preferred Supplier Arrangement Deed offers improved pricing or supply arrangements and a council customer have an outstanding purchase commitment with the Contractor, the Contractor will supply the outstanding commitment on the basis of the new arrangement under the Preferred Supplier Arrangement Deed.

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36. INSURANCE COMPLIANCE (MYCONTRACTOR) 36.1

The Contractor shall register on the MyContractor website (www.mycontractor.com.au) in order to regularly lodge evidence of the currency of its insurances. There is no charge to the Contractor to access this service.

36.2

The Contractor shall make certain that when a MyContractor reminder is received, the information contained on the MyContractor website is updated.

37. USE OF CALL OFF CONDITIONS

(PURCHASER)

37.1

When Purchasers engage a Contractor from this Preferred Supplier Arrangement they are doing so under the terms and conditions stipulated in the NPN Preferred Supplier Arrangement Deed as well as the Call-Off Conditions.

37.2

The NPN Preferred Supplier Arrangement Deed provides for the relationship between NPN participating member and a Contractor appointed to the Register, whereas the Call-Off Conditions provide for the relationship between the Purchaser and the Contractor.

38. ADDITIONAL INFORMATION Notwithstanding the above, nothing in this Contract is to be taken or construed as creating the formal relationship of a legal partnership or a joint venture between the Contractor and any of the participating NPN member or Purchaser. 39. AUSTRALIAN STANDARDS OF CONTRACT Following is a list of Standard (s) of Contract relevant to Corporate Wardrobe. This list is not exhaustive and does not limit the Standard (s) which may be employed by the Purchaser. In particular, attention should be drawn to: • • •

AS/NZS 2392:1999 (as amended) Textiles – Labelling of clothing. AS/NZS 1957: 1998 (as amended) Care labelling. AS/NZS 2621:1998 (as amended) Textiles – Guide to the selection of correct care labelling instructions.

40. DEFINITIONS In the Contract, except where the context otherwise requires: ‘Act’ means an Act passed by the Commonwealth Parliament or the Queensland Parliament and includes subordinate legislation under an Act. ‘Associate Bodies’ means those entities that may access a Local Buy contract. This includes bodies such as Aboriginal and Islander Community Councils, Local Buy, the Local Government Association of Queensland Inc. (LGAQ), Libraries and local government related entities or structures not constituted under the Local Government Act 2009 (Qld). ‘Clause’ means a clause of the Contract. ‘Contract’ means the document which constitutes or evidences or, as the case may be, all the documents which constitute or evidence the final and concluded agreement between Local Buy and the Contractor. ‘Contract Commencement Date’ means 12th of June, 2011 (QLD). ‘Contract Expiry Date’ means 30th of June, 2013.

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‘Contract Management Fee’ means a quarterly rebate paid in accordance with Schedule A – Item 6 - Management Fee. ‘Contract Material’ means New Contract Material and Existing Contract Material. ‘Contract Price’ means: (a)

where payment is to be made on a lump sum basis, the sum which is stated in the Contract to be payable to the Contractor for the supply of the Goods and Services by the Contractor and the performance of the obligations of the Contractor under the Contract; and

(b)

where payment is to be made on a schedule of rates basis, the sum ascertained by calculating the product of the rates and the corresponding quantities set out in the schedule of rates and adding to the sum thereof the total of any lump sums, provisional sums, contingency sums or other sums included in the schedule of rates; and

(c)

where payment is to be made on a lump sum and a schedule of rates basis, the aggregate of the sums referred to in paragraphs (a) and (b), but excluding any additions or deductions, which may be required to be made pursuant to the Contract.

‘Contractor’ means the party whose Offer to supply the Goods and Services is accepted by Local Buy (by Letter of Acceptance). ‘Council’ means any Queensland, South Australia and Northern Territory local government. ‘Non Stocked’ range can be defined as stock which needs to be ordered and manufactured prior to delivery. ‘Existing Contract Material’ means any material that exists at the commencement of the Contract and which is provided in connection with the Contract. ‘Extension Period’ means the period from the Contract Expiry Date to the date 12 months after the Contract Expiry Date. This agreement can be extended for up to two twelve month periods by NPN Lead Agency at its sole discretion with agreement of the other participating NPN members. ‘Preferred Supplier Arrangement Deed.

Arrangement

Deed’

means

the

Preferred

Supplier

‘Goods and Services” means the goods, services, tasks, work and requisites the subject of the Contract which are more particularly described in the Specification including all variations to the goods, services, tasks, work and requisites provided for by the Contract or such of them as shall be described in an Order. ‘GST’ means the goods and services tax under the GST Act. ‘GST Act’ means A New Tax System (Goods and Services Tax) Act 1999 and includes other GST related legislation.

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‘LGA Arrangement’ means an arrangement (a)

Entered into by – i. The Local Government Association; ii. A company registered under the Corporations Act if the Association is its only shareholder;

(b)

That would be a purchasing arrangement if entered into by a local government; and

(c)

For which the procedure set out in section 14.1 of the Local Government Act Qld (2009) has been followed by the local government

‘LGAQ’ means the Local Government Association of Queensland Limited. ‘LGCS’ means LGCS Pty Ltd (t/a Local Government Corporate Services) ACN 094 805 964 ‘LGP’ means Local Government Procurement Pty Ltd ACN 117 201 046, in its capacity as agent for the Local Government Procurement Partnership ‘Local Buy’ means Local Buy Pty Ltd the wholly owned company established by the Local Government Association of Queensland Inc. ‘Local Government’ means a local government for a local government area declared by regulation under the Queensland Local Government Act 2009 and South Australian Local Government Act 1999. ‘MyContractor’ means a web based system in which Contractors are required to upload their mandatory compliance documentations. (e.g. insurance certificates). ‘NPN Contract Price List’ means a listing of unique prices for the range of goods and services offered by a Contractor to the NPN participating members under this contract. ‘New Contract Material’ means any material provided in connection with the Contract that is created, written or otherwise brought into existence by or on behalf of the Contractor in the course of performing the Contract. New South Wales Local Government’ means any council within the meaning of the Local Government Act 1993 (NSW) or any Aboriginal Land Council within the meaning of the Aboriginal Land Rights Act 1983 (NSW); any Voluntary Regional Organisation of Councils as referred to in the Local Government Act 1993 (NSW); the Local Government Association of New South Wales; the Shires Association of New South Wales; Specific non-profit organisations and/or charities, where approved by Local Government Procurement Pty. ‘NPN’ means National Procurement Network an alliance of the procurement divisions of each state and territory local government association including MAV, WALGA, LGAQ, LGAT, LGSA, LGANT and the LGASA. ‘Off the Shelf’ range can be defined as existing stock that is readily obtainable. ‘Offer’ means the written offer (in the form of the Tender Response) submitted to the NPN by the Contractor to provide the Goods and Services and, if applicable, as amended in writing by any post offer negotiations. ‘Order’ means an order for Goods and Services placed by a Purchaser with the Contractor under the terms of the Contract and ‘Ordered’ has a corresponding meaning.

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‘Other Government Entity’ means a department, division, branch, statutory body, statutory corporation, company, instrumentality, agency, authority or entity of the Queensland State Government, and/or one or more Queensland Local Governments. Participating NPN Members means Local Buy Pty Ltd ACN 090 446 487 (Queensland), LGCS (t/a Local Government Corporate Services Pty Ltd) ACN 094 805 964 (South Australia) and Local Government Procurement Pty Ltd ACN 117 201 046 (New South Wales) and Municipal Association of Victoria, ABN 24 326 561 315. ‘Purchaser’ ‘Purchaser’ means the entity, which has actually contracted to purchase goods or services from the Contractor in a particular transaction (being a Queensland Local Government, an Associate Body, a Port Authority, Other Government Entity, Queensland Regional Natural Resource Management Groups Collective, South Australian Local Government, New South Wales Government, Victorian Local Government and Northern Territory Local Government. Preferred Supplier Arrangement’ means an arrangement to which a local government is a party with a supplier for the supply of goods or services under agreed pricing conditions for a stated period. ‘Queensland Local Government’ means a local government (including a joint local government) constituted under the Local Government Act 2009 (Qld)], under the City of Brisbane Act 1924 or an Aboriginal and Islander Community Council, which elects to participate in the purchase of goods and/or services under Contracts or agreements set up by Local Buy. ‘Quotation” means a Formal statement of promise (submitted usually in response to a request for quotation) by potential supplier to supply the goods or services required by a Purchaser, at specified prices, and within a specified period. It may also contain terms of sale and payment, and warranties. Acceptance of quotation by the buyer constitutes an agreement binding on both parties. ‘Request for Quotation’ means Document used in soliciting price and delivery quotations that meet minimum quality specifications for a specific quantity of specific goods and/or services. RFQ are usually not advertised publicly, and are used commonly for; standard, off-the-shelf items, items built to known specifications, items built to individual specification, or Goods and/or services required in for an individual project. ‘Request for Tender’ means the Request for Tender given to prospective Tenderers inviting offers to tender for the supply of the Goods and Services of which these Preferred Supplier Arrangement Deed form part. ‘Registered’ means registered under the provisions of any Act or law, whether of the State or elsewhere, relating to the registration of motor vehicles. South Australian Local Government’ means a council or subsidiary constituted under the South Australian Local Government Act 1999 as amended and other organizations as listed; Adelaide Hills Region Waste Management Authority, Adelaide Parklands Authority, Centennial Park Cemetery Authority, Central Local Government Region, East Waste Management Authority, Eastern Health Authority Inc., Eyre Peninsula Local Government Association, Fleurieu Regional Waste Authority, Flinders Mobile Library, Gawler Flood Plains Management Authority, Highbury Landfill Authority, Local Government Risk Services, Local Government Systems Inc, Local Government Association of SA, Local Government Corporate Services, Local Government Finance Authority, Local Government Manager Australia SA Division Inc., Local Super Pty Ltd, Murray & Mallee Local Government Association, Murray Mallee Community Transport Scheme, North Adelaide Waste Management Authority, NPN 2.11 (Corporate Wardrobe – Goods and Services)

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Nuriootpa Centennial Park Authority, Outback Areas Community Development Trust, Provincial Cities SA, Queen Elizabeth Park Trust, Rundle Mall Authority, South East Local Government Association, Southern & Hills Local Government Association, Southern Eyre Peninsula Subsidiary, Southern Region Waste Resource Authority, Waste Care, Waterproofing Northern Adelaide Regional Subsidiary, West Beach Trust, Western Region Waste Management Authority. ‘Northern Territory Local Government’ means a council or subsidiary constituted under the Northern Territory Local Government Act as amended and other organizations as listed; Alice Springs Town Council, Barkly Shire Council, Belyuen Community Government Council, Central Desert Shire Council, Palmerstone City Council, Coomalie Shire Council, Darwin City Council, East Arnhem Shire Council, Katherine Town Council, Litchfield Council, MacDonnell Shire Council, Roper Gulf Shire Council, Tiwi Islands Shire Council, Victoria Daly Shire Council, Wagait Shire Council, West Arnhem Shire Council and associated members including Nhulunbuy Corporation Ltd Gove and Mabunji Aboriginal Resource Assoc Ltd. ‘Special Conditions of Contract’ means the Special Conditions of Contract included in the Request for Tender. 'Specification' includes any specification included in the Request for Tender. ‘Vendor Panel’ means a web based system in which Purchasers (including Councils and other entities) will issue Request for Quotations to Contractors pre-qualified under this Contract. ‘Victorian Local Government’ means a council or subsidiary constituted under the Local Government Act as amended and other organizations as listed; Alpine Shire Council, Bass Coast Shire Council, Baw Baw Shire Council, Casey City Council, Colac Otway Shire Council, East Gippsland Shire Council, Frankston City Council, Greater Shepparton City Council, Hepburn Shire Council, Hobsons Bay City Council, Macedon Ranges Shire Council, Maribyrnong City Council, Moreland City Council, Towong Shire Council, Warrnambool City Council, Whitehorse City Council, Wyndham City Council.

Schedule F Regional Representation

Refer Regional Representation Spreadsheet (Part 3 Schedule 5 of the ETRF) as submitted at time of tender submission. Tender close: 3rd of May, 2011.

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Schedule G Special Conditions No applicable special conditions

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